<PAGE>

                                                                    Exhibit 4.27

                                                                            FORM

                              AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      among


                                   ONEOK, INC.
                                  as Depositor,




                                 SUNTRUST BANK,
                              as Property Trustee,



                        SUNTRUST DELAWARE TRUST COMPANY,

                              as Delaware Trustee,


                                       and


                          [_________________________],

                             Dated as of [______ __]


                              ONEOK CAPITAL TRUST I

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                           <C>
Section 1.1.  Definitions ...................................................................  1
Section 2.1.  Name ..........................................................................  9
Section 2.2.  Office of the Delaware Trustee; Principal Place of Business ...................  9
Section 2.3.  Initial Contribution of Trust Property; Organizational Expenses ...............  9
Section 2.4.  Issuance of the Preferred Securities .......................................... 10
Section 2.5.  Issuance of the Common Securities; Subscription and Purchase of Notes ......... 10
Section 2.6.  Declaration of Trust .......................................................... 10
Section 2.7.  Authorization to Enter into Certain Transactions .............................. 11
Section 2.8.  Assets of Trust ............................................................... 14
Section 2.9.  Title to Trust Property ....................................................... 14
Section 3.1.  Payment Account ............................................................... 14
Section 4.1.  Distributions ................................................................. 15
Section 4.2.  Redemption .................................................................... 16
Section 4.3.  Subordination of Common Securities ............................................ 18
Section 4.4.  Payment Procedures ............................................................ 18
Section 4.5.  Tax Returns and Reports ....................................................... 19
Section 4.6.  Payment of Taxes, Duties, Etc.  of the Trust .................................. 19
Section 4.7.  Payments under Indenture or Pursuant to Direct Actions ........................ 19
Section 5.1.  Initial Ownership ............................................................. 19
Section 5.2.  The Trust Securities Certificates ............................................. 20
Section 5.3.  Execution and Delivery of Trust Securities Certificates ....................... 20
Section 5.4.  Registration of Transfer and Exchange of Preferred Securities ................. 20
Section 5.5.  Mutilated, Destroyed. Lost or Stolen Trust Securities Certificates ............ 21
Section 5.6.  Persons Deemed Securityholders ................................................ 21
Section 5.7.  Access to List of Securityholders' Names and Addresses ........................ 21
Section 5.8.  Maintenance of Office or Agency ............................................... 22
Section 5.9.  Appointment of Paying Agent ................................................... 22
Section 5.10. Ownership of Common Securities by Depositor ................................... 23
Section 5.11. Book-Entry Preferred Securities Certificates; Common Securities Certificate ... 23
Section 5.12. Notices to Clearing Agency .................................................... 24
Section 5.13. Definitive Preferred Securities Certificates .................................. 24
Section 5.14. Rights of Securityholders ..................................................... 25
Section 6.1.  Limitations on Voting Rights .................................................. 26
Section 6.2.  Notice of Meetings ............................................................ 27
Section 6.3.  Meetings of Preferred Securityholders ......................................... 28
Section 6.4.  Voting Rights ................................................................. 28
Section 6.5.  Proxies, etc .................................................................. 28
Section 6.6.  Securityholder Action by Written Consent ...................................... 28
Section 6.7.  Record Date for Voting and Other Purposes ..................................... 29
Section 6.8.  Acts of Securityholders ....................................................... 29
Section 6.9.  Inspection of Records ......................................................... 30
</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                                             <C>
Section 7.1.  Representations and Warranties of the Property Trustee and the Delaware Trustee.. 30
Section 7.2.  Representations and Warranties of Depositor ..................................... 31
Section 8.1.  Certain Duties and Responsibilities ............................................. 32
Section 8.2.  Certain Notices ................................................................. 33
Section 8.3.  Certain Rights of Property Trustee .............................................. 34
Section 8.4.  Not Responsible for Recitals or Issuance of Securities .......................... 36
Section 8.5.  May Hold Securities ............................................................. 36
Section 8.6.  Compensation; Indemnity; Fees ................................................... 36
Section 8.7.  Corporate Property Trustee Required; Eligibility of Trustees .................... 37
Section 8.8.  Conflicting Interests ........................................................... 37
Section 8.9.  Co-Trustees and Separate Trustee ................................................ 38
Section 8.10. Resignation and Removal; Appointment of Successor ............................... 39
Section 8.11. Acceptance of Appointment by Successor .......................................... 40
Section 8.12. Merger, Conversion, Consolidation or Succession to Business ..................... 41
Section 8.13. Preferential Collection of Claims Against Depositor or Trust .................... 41
Section 8.14. Reports by Property Trustee ..................................................... 42
Section 8.15. Reports to the Property Trustee ................................................. 43
Section 8.16. Evidence of Compliance with Conditions Precedent ................................ 43
Section 8.17. Number of Trustees .............................................................. 43
Section 8.18. Delegation of Power ............................................................. 43
Section 9.1.  Termination Upon Expiration Date ................................................ 44
Section 9.2.  Early Termination ............................................................... 44
Section 9.3.  Termination ..................................................................... 44
Section 9.4.  Liquidation ..................................................................... 45
Section 9.5.  Mergers, Consolidations, Amalgamations or Replacements of the Trust ............. 46
Section 10.1. Limitation of Rights of Securityholders ......................................... 47
Section 10.2. Amendment ....................................................................... 47
Section 10.3. Separability .................................................................... 48
Section 10.4. Governing Law ................................................................... 48
Section 10.5. Payments Due on Non-Business Day ................................................ 49
Section 10.6. Successors ...................................................................... 49
Section 10.7. Headings ........................................................................ 49
Section 10.8. Reports, Notices and Demands .................................................... 49
Section 10.9. Agreement Not to Petition ....................................................... 50
Section 10.10.Trust Indenture Act; Conflict with Trust Indenture Act .......................... 50
Section 10.11.Acceptance of Terms of Trust Agreement, Guarantee and Indenture ................. 50
</TABLE>

<PAGE>

                              ONEOK CAPITAL TRUST I

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

      Trust Indenture                                    Trust Agreement
        Act Section                                          Section
----------------------------                          ------------------------

     (S) 310(a)(1)                                                 8.7
     (a)(2)                                                        8.7
     (a)(3)                                                        8.9
     (a)(4)                                                 2.7(a)(ii)
     (b)                                                           8.8
     (S) 311(a)                                                   8.13
     (b)                                                          8.13
     (S) 312(a)                                                    5.7
     (b)                                                           5.7
     (c)                                                           5.7
     (S) 313(a)                                                8.14(a)
     (a)(4)                                                    8.14(b)
     (b)                                                       8.14(b)
     (c)                                                         .10.8
     (d)                                                       8.14(c)
     (S) 314(a)                                                   8.15
     (b)                                                Not Applicable
     (c)(1)                                                       8.16
     (c)(2)                                                       8.16
     (c)(3                                              Not Applicable
     (d)                                                Not Applicable
     (e)                                                     1.1, 8.16
     (S) 315(a)                                         8.1(a), 8.3(a)
     (b)                                                     8.2, 10.8
     (c)                                                        8.1(a)
     (d)                                                      8.1, 8.3
     (e)                                                Not Applicable
     (S) 316(a)                                         Not Applicable
     (a)(1)(A)                                          Not Applicable
     (a)(1)(B)                                          Not Applicable
     (a)(2)                                             Not Applicable
     (b)                                                          5.14
     (c)                                                           6.7
     (S) 317(a)(1)                                      Not Applicable
     (a)(2)                                             Not Applicable
     (b)                                                           5.9
     (S) 318(a)                                                  10.10

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Trust Agreement.





<PAGE>

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of [______ __], , among
(i) ONEOK, INC., an Oklahoma corporation (including any successors or assigns,
the "Depositor"), (ii) SUNTRUST BANK, a Georgia banking corporation with trust
powers, as property trustee, (in such capacity, the "Property Trustee" and, in
its separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) SUNTRUST DELAWARE TRUST COMPANY, a Delaware corporation, as
Delaware trustee (the "Delaware Trustee"), (iv) [_________________], an
[__________] corporation, whose address is [_____________________________] (the
"Administrative Trustee") (the Property Trustee, the Delaware Trustee and the
Administrative Trustee(s) referred to collectively as the "Trustees") and (v)
the several Holders, as hereinafter defined.

                                   Witnesseth

         Whereas, the Depositor, the Property Trustee and the Delaware Trustee
have heretofore duly declared and established a statutory trust pursuant to the
Delaware Statutory Trust Act by entering into that certain Trust Agreement dated
as of [_______ __], (the "Original Trust Agreement") and by execution and filing
with the Secretary of State of the State of Delaware of the Certificate of
Trust, filed on [________ __], , attached hereto as Exhibit A; and

         Whereas, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Underwriting Agreement, (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Notes and (iv)
the appointment of the Administrative Trustee(s);

         Now Therefore, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  Defined Terms

         Section 1.1  Definitions.

         For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

         (a)  the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

         (b)  all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

         (c)  unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement; and

<PAGE>

         (d)   the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

         "Act" has the meaning specified in Section 6.8.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Notes for
such period.

         "Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

         "Administrative Trustee(s)" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trustee Agreement solely in
such Persons capacity as an Administrative Trustee of the Trust formed and
continued hereunder and not in such Person's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.
The terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Bank" has the meaning specified in the preamble to this Trust
Agreement.

         "Bankruptcy Event" means, with respect to any Person:

         (a)   the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

         (b)   the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of substantially all of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

                                       2

<PAGE>

         "Bankruptcy Laws" has the meaning specified in Section 10.9.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors or officers of the Depositor to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the Trustees.

         "Book-Entry Preferred Securities Certificate" means a beneficial
interest in the Preferred Securities Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 5.11.

         "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (c) a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Indenture Trustee is closed for business.

         "Certificate Depository Agreement" means the agreement among the Trust,
the Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates,
substantially in the form required by the initial Clearing Agency, as the same
may be amended and supplemented from time to time.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository Trust Company will be the initial Clearing Agency.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" has the meaning specified in the Underwriting Agreement,
which date is also the date of execution and delivery of this Trust Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

         "Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

         "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit B.

                                       3

<PAGE>

         "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located in
[____________], and (ii) when used with respect to the Indenture Trustee, the
principal office of the Indenture Trustee located in [____________].

         "Definitive Preferred Securities Certificates" means either or both (as
the context requires) of (1) Preferred Securities Certificates issued as (a)
Book-Entry Preferred Securities Certificate or Certificates as provided in
Section 5.11(a) and (2) Preferred Securities Certificates issued in
certificated, fully registered form as provided in Section 5.13.

         "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. (S) 3801, et seq., as it may be amended from time to
time.

         "Delaware Trustee" means the Person identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust formed and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

         "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

         "Distribution Date" has the meaning specified in Section 4.1(a).

         "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.1.

         "Early Termination Event" has the meaning specified in Section 9.2.

         "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (a)   the occurrence of an Indenture Event of Default; or

         (b)   default by the Trust in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30
days; or

         (c)   default by the Trust in the payment of any Redemption Price of
any Trust Security when it becomes due and payable; or

         (d)   default in the performance, or breach, in each case, in any
material respect, of any covenant or warranty of the Trustees in this Trust
Agreement (other than a covenant or warranty a default in the performance or
breach of which is dealt with in clause (b) or (c) above) and continuation of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to each defaulting Trustee by the Holders of at
least 25% in aggregate liquidation preference of the Outstanding Preferred
Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;
or

                                       4

<PAGE>

         (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 90 days thereof.

         "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit C, as amended from time to time.

         "Expiration Date" has the meaning specified in Section 9.1.

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and SunTrust Bank, as trustee thereunder, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the Preferred Securities, as amended from time to time.

         "Indenture" means the Junior Subordinated Indenture dated as of
[_______ __], between the Depositor and the Indenture Trustee, as trustee, as
amended or supplemented from time to time.

         "Indenture Event of Default" means an "Event of Default" as defined in
the Indenture.

         "Indenture Redemption Date" means, with respect to any Notes to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

         "Indenture Tax Event" means a "Tax Event" as defined in the Indenture.

         "Indenture Trustee" means SunTrust Bank, a Georgia banking corporation
with trust powers, and any successor thereto.

         "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Notes to be contemporaneously redeemed in accordance with the
Indenture the proceeds of which will be used to pay the Redemption Price of such
Trust Securities, and (b) with respect to a distribution of Notes to Holders of
Trust Securities in connection with a dissolution or liquidation of the Trust,
Notes having a principal amount equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Notes are distributed.

         "Liquidation Amount" means the stated amount of $25 per Trust Security.

         "Liquidation Date" means the date on which Notes are to be distributed
to Holders of Trust Securities in connection with a termination and liquidation
of the Trust pursuant to Section 9.4(a).

         "Liquidation Distribution" has the meaning specified in Section 9.4(d).

                                       5

<PAGE>

         "Majority in Liquidation Amount of the Preferred Securities" means,
except as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the aggregate Liquidation Amount of
all then outstanding Preferred Securities issued by the Issuer.

         "Notes" means the aggregate principal amount of the Depositor's
[_____]% Junior Subordinated Debentures due________, issued pursuant to the
Indenture.

         "1940 Act" means the Investment Company Act of 1940, as amended.

         "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.15 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

         (a)   a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;

         (b)   a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

         (c)   a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

         (d)   a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

         "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

         "Outstanding", when used with respect to Trust Securities, means, as of
the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

         (a)   Trust Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

         (b)   Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of

                                       6

<PAGE>

such Trust Securities; provided that, if such Trust Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Trust
Agreement; and

         (c)   Trust Securities which have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that such Trustee knows to be so owned shall
be so disregarded and (b) the foregoing shall not apply at any time when all of
the outstanding Preferred Securities are owned by the Depositor, one or more of
the Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of each Administrative Trustee the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

         "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Notes will be held and from which the Property Trustee, through
the Paying Agent, shall make payments to the Securityholders in accordance with
Sections 4.1 and 4.2.

         "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
D.

                                       7

<PAGE>

         "Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Trust heretofore formed and continued hereunder and not
in its individual capacity, or its successor in interest in such capacity, or
any successor property trustee appointed as herein provided.

         "Redemption Date" means, with respect to any Trust Security to be
redeemed. the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Indenture Redemption Date and the stated maturity
of the Notes shall be a Redemption Date for a Like Amount of Trust Securities.

         "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

         "Relevant Trustee" shall have the meaning specified in Section 8.10.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

         "Securityholder" or "Holder" means a Person in whose name a Trust
Security is registered in the Securities Register. Any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Statutory
Trust Act; provided, however, that in determining whether the Holders of the
requisite amount of Preferred Securities have voted on any matter provided for
in this Trust Agreement, then for the purpose of any such determination, so long
as Definitive Preferred Securities Certificates have not been issued, the term
Securityholders or Holders as used herein shall refer to the Owners.

         "Tax Event" means the receipt by the Trust of an Opinion of Counsel
from counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under this Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Notes, (ii) interest payable
by the Depositor on the Notes is not, or within 90 days after the date of such
Opinion of Counsel, will not be, deductible by the Depositor, in whole or in
part, for United States federal income tax purposes or (iii) the Trust is, or
will be within 90 days after the date of such Opinion of Counsel, subject to
more than a de minimis amount of other taxes, duties, assessments or other
governmental charges.

         "Trust" means the Delaware statutory trust created and continued hereby
and identified on the cover page of this Trust Agreement.

         "Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto and (ii) for all
purposes of this Trust Agreement and any such

                                       8

<PAGE>

modification, amendment or supplement, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this Trust Agreement and any such
modification, amendment or supplement, respectively.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trust Property" means (a) the Notes, (b) the rights of the Property
Trustee under the Guarantee, (c) any cash on deposit in, or owing to, the
Payment Account and (d) all proceeds and rights in respect of the foregoing and
any other property and assets for the time being held or deemed to be held by
the Property Trustee pursuant to the trusts of this Trust Agreement.

         "Trust Security" means any one of the Common Securities or the
Preferred Securities.

         "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

         "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and any Administrative Trustee).

         "Underwriting Agreement" means the Underwriting Agreement dated
[________] among the Trust, the Depositor and the underwriters named therein.

                                   ARTICLE II

                           Establishment Of The Trust

         Section 2.1  Name.

         The Trust continued hereby shall be known as "ONEOK Capital TRUST I,"
as such name may be modified from time to time by the Administrative Trustee(s)
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may conduct the business of the Trust, make
and execute contracts and other instruments on behalf of the Trust and sue and
be sued.

         Section 2.2  Office of the Delaware Trustee; Principal Place of
                      Business.

         The address of the Delaware Trustee in the State of Delaware is
[____________], [____________], Wilmington, Delaware 19801, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Depositor. The principal executive office of the Trust is
[____________], Wilmington, Delaware 19801.

         Section 2.3  Initial Contribution of Trust Property; Organizational
                      Expenses.

         The Trustees acknowledge receipt from the Depositor in connection with
the Original Trust Agreement of the sum of $10, which constituted the initial
Trust Property.  The Depositor

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<PAGE>

shall pay organizational expenses of the Trust as they arise or shall, upon
request of any Trustee, promptly reimburse such Trustee for any such expenses
paid by such Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.

         Section 2.4  Issuance of the Preferred Securities.

         On [_____ __], the Depositor, on behalf of the Trust and pursuant to
the Original Trust Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee(s), on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Underwriters named in the Underwriting
Agreement Preferred Securities Certificates, registered in the name of the
nominee of the initial Clearing Agency, in an aggregate amount of [____________]
Preferred Securities having an aggregate Liquidation Amount of $[____________],
against receipt of such aggregate purchase price of such Preferred Securities of
$[____________], which amount the Administrative Trustee(s) shall promptly
deliver to the Property Trustee.

         Section 2.5  Issuance of the Common Securities; Subscription and
                      Purchase of Notes.

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee(s), on behalf of the Trust, shall execute
in accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
[____________] Common Securities having an aggregate Liquidation Amount of
$[____________] against payment by the Depositor of such amount, which amount
such Administrative Trustee(s) shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee(s), on behalf of the
Trust, shall subscribe to and purchase from the Depositor Notes, registered in
the name of the Trust and having an aggregate principal amount equal to
$[____________], and, in satisfaction of the purchase price for such Notes, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum
of $[____________] (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first
sentence of this Section 2.5) and receive on behalf of the Trust the Notes.

         Section 2.6  Declaration of Trust.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the Notes,
and (b) to distribute the cash payments it receives on the Notes it owns to the
Securityholders, and (c) to engage in only those activities necessary,
appropriate, convenient or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it will hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Trust and the Securityholders. The Administrative Trustee(s) shall have all
rights, powers and duties set forth herein and in accordance with applicable law
with respect to accomplishing the purposes of the Trust. The Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities, of the Trustees set forth herein.
The Delaware Trustee shall be one of the Trustees of the Trust for the

                                       10

<PAGE>

sole and limited purpose of fulfilling the requirements of Section 3807(a) of
the Delaware Statutory Trust Act.

         Section 2.7  Authorization to Enter into Certain Transactions.

         (a)   The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section, and in accordance with the following provisions
(i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

               (i)    As among the Trustees, each Administrative Trustee(s)
         shall have the power and authority to act on behalf of the Trust with
         respect to the following matters:

                      (A)   the issuance and sale of the Trust Securities;

                      (B)   to cause the Trust to enter into, and to execute,
               deliver and perform on behalf of the Trust, the Expense
               Agreement, the Certificate Depository Agreement and the
               Underwriting Agreement and such other agreements as may be
               necessary or desirable in connection with the purposes and
               function of the Trust;

                      (C)   assisting in the registration of the Preferred
               Securities under the Securities Act of 1933, as amended, and
               under state securities or blue sky laws, and the qualification of
               this Trust Agreement as a trust indenture under the Trust
               Indenture Act;

                      (D)   assisting in the listing of the Preferred Securities
               upon such securities exchange or exchanges as shall be determined
               by the Depositor and the registration of the Preferred Securities
               under the Securities Exchange Act of 1934, as amended, and the
               preparation and filing of all periodic and other reports and
               other documents pursuant to the foregoing;

                      (E)   the sending of notices (other than notices of
               default) and other information regarding the Trust Securities and
               the Notes to the Securityholders in accordance with this Trust
               Agreement;

                      (F)   the appointment of a Paying Agent, authenticating
               agent and Securities Registrar in accordance with this Trust
               Agreement;

                      (G)   registering transfer of the Trust Securities in
               accordance with this Trust Agreement;

                      (H)   to the extent provided in this Trust Agreement, the
               winding up of the affairs of and liquidation of the Trust and the
               preparation, execution and filing

                                       11

<PAGE>

               of the certificate of cancellation with the Secretary of State of
               the State of Delaware;

                      (I)   unless otherwise determined by the Depositor, the
               Property Trustee, the Administrative Trustee(s), or as otherwise
               required by the Delaware Statutory Trust Act or the Trust
               Indenture Act, to execute on behalf of the Trust (either acting
               alone or together with any or all of the Administrative
               Trustee(s)) any documents that the Administrative Trustee(s) have
               the power to execute pursuant to this Trust Agreement;

                      (J)   the execution of the Trust Securities on behalf of
               the Trust in accordance with this Trust Agreement;

                      (K)   the execution and delivery of any closing
               certificates pursuant to the Underwriting Agreement and
               application for a taxpayer identification number for the Trust;
               and

                      (L)   the taking of any action incidental to or in
               connection with the foregoing as the Trustees may from time to
               time determine is necessary or advisable to give effect to the
               terms of this Trust Agreement for the benefit of the
               Securityholders (without consideration of the effect of any such
               action on any particular Securityholder).

               (ii)   As among the Trustees, the Property Trustee shall have the
         power, duty and authority to act on behalf of the Trust with respect to
         the following matters:

                      (A)   the establishment of the Payment Account;

                      (B)   the receipt of the Notes;

                      (C)   the collection of interest, principal and any other
               payments made in respect of the Notes in the Payment Account;

                      (D)   the distribution through the Paying Agent of amounts
               owed to the Securityholders in respect of the Trust Securities;

                      (E)   the exercise of all of the rights, powers and
               privileges of a holder of the Notes;

                      (F)   the sending of notices of default and other
               information regarding the Trust Securities and the Notes to the
               Securityholders in accordance with this Trust Agreement;

                      (G)   the distribution of the Trust Property in accordance
               with the terms of this Trust Agreement;

                      (H)   to the extent provided in this Trust Agreement, the
               winding up of the affairs of and liquidation of the Trust and the
               preparation, execution and filing

                                       12

<PAGE>

               of the certificate of cancellation with the Secretary of State of
               the State of Delaware;

                      (I)   after an Event of Default (other than under
               paragraph (b), (c), (d) or (e) of the definition of such term if
               such Event of Default is by or with respect to the Property
               Trustee) the taking of any action incidental to the foregoing as
               the Property Trustee may from time to time determine is necessary
               or advisable to give effect to the terms of this Trust Agreement
               and protect and conserve the Trust Property for the benefit of
               the Securityholders (without consideration of the effect of any
               such action on any particular Securityholder); and

                      (J)   except as otherwise provided in this Section
               2.7(a)(ii), the Property Trustee shall have none of the duties,
               liabilities, powers or the authority of the Administrative
               Trustee(s) set forth in Section 2.7(a)(i).

         (b)   So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees (acting on behalf of the Trust) shall not
(i) acquire any investments or engage in any activities not authorized by this
Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge,
set-off or otherwise dispose of any of the Trust Property or interests therein,
including to Securityholders, except as expressly provided herein, (iii) take
any action that would cause the Trust to fail or cease to qualify as a "grantor
trust" for United States Federal income tax purposes, (iv) incur any
indebtedness for borrowed money or issue any other debt or (v) take or consent
to any action that would result in the placement of a Lien on any of the Trust
Property, except as expressly provided herein. The Administrative Trustee(s)
shall defend all claims and demands of all Persons at any time claiming any Lien
on any of the Trust Property adverse to the interest of the Trust or the
Securityholders in their capacity as Securityholders.

         (c)   In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the date
of this Trust Agreement are hereby ratified and confirmed in all respects):

               (i)    the preparation and filing by the Trust with the
         Commission and the execution on behalf of the Trust of a registration
         statement on the appropriate form in relation to the Preferred
         Securities, including any amendments thereto;

               (ii)   the determination of the States in which to take
         appropriate action to qualify or register for sale all or part of the
         Preferred Securities and the determination of any and all such acts,
         other than actions which must be taken by or on behalf of the Trust,
         and the advice to the Trustees of actions they must take on behalf of
         the Trust, and the preparation for execution and filing of any
         documents to be executed and filed by the Trust or on behalf of the
         Trust, as the Depositor deems necessary or advisable in order to comply
         with the applicable laws of any such States;

                                       13

<PAGE>

               (iii)  the preparation for filing by the Trust and execution on
         behalf of the Trust of an application to the New York Stock Exchange or
         any other national stock exchange or the Nasdaq National Market for
         listing upon notice of issuance of any Preferred Securities;

               (iv)   the preparation for filing by the Trust with the
         Commission and the execution on behalf of the Trust of a registration
         statement on Form 8-A relating to the registration of the Preferred
         Securities under Section 12(b) or 12(g) of the Exchange Act, including
         any amendments thereto, if required, or any other filings with the
         Commission required or appropriate under the securities laws;

               (v)    the negotiation of the terms of, and the execution and
         delivery of, the Underwriting Agreement providing for the sale of the
         Preferred Securities; and

               (vi)   the taking of any other actions necessary or desirable to
         carry out any of the foregoing activities.

         (d)   Notwithstanding anything herein to the contrary, the
Administrative Trustee(s) are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, or fail to be
classified as a grantor trust for United States Federal income tax purposes and
so that the Notes will be treated as indebtedness of the Depositor for United
States Federal income tax purposes. In this connection, the Depositor and the
Administrative Trustee(s) are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that each
of the Depositor and any Administrative Trustee(s) determines in its discretion
to be necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the holders of the
Preferred Securities.

         Section 2.8  Assets of Trust.

         The assets of the Trust shall consist of the Trust Property.

         Section 2.9  Title to Trust Property.

         Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement.

                                   ARTICLE III

                                 Payment Account

         Section 3.1  Payment Account.

         (a)   On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust

                                       14

<PAGE>

Agreement. All monies and other property deposited or held from time to time in
the Payment Account shall be held by the Property Trustee in the Payment Account
for the exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

         (b)   The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest on, and any
other payments or proceeds with respect to, the Notes. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                   ARTICLE IV

                            Distributions; Redemption

         Section 4.1 Distributions.

         (a)   The Trust Securities represent undivided beneficial interests in
the Trust Property, and Distributions (including of Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including of Additional Interest, as defined in the Indenture) are
made on the Notes. Accordingly:

               (i)    Distributions on the Trust Securities shall be cumulative,
         and will accumulate whether or not there are funds of the Trust
         available for the payment of Distributions. Distributions shall accrue
         from [_____ __], 200_, and, except in the event (and to the extent)
         that the Depositor exercises its right to defer the payment of interest
         on the Notes pursuant to the Indenture, shall be payable quarterly in
         arrears on [__________________], [_____________], [______________], and
         [________] commencing on [______ __], 200_. If any date on which a
         Distribution is otherwise payable on the Trust Securities is not a
         Business Day, then the payment of such Distribution shall be made on
         the next succeeding day that is a Business Day (and without any
         interest or other payment in respect of any such delay) except that, if
         such Business Day is in the next succeeding calendar year, payment of
         such Distribution shall be made on the immediately preceding Business
         Day, in each case with the same force and effect as if made on such
         date (each date on which distributions are payable in accordance with
         this Section 4.1(a), a "Distribution Date").

               (ii)   Assuming payments of interest on the Notes are made when
         due (and before giving effect to Additional Amounts, if applicable),
         Distributions on the Trust Securities shall be payable at a rate of
         [______]% per annum of the Liquidation Amount of the Trust Securities,
         The amount of Distributions payable for any full period shall be
         computed on the basis of a 360-day year of twelve 30-day months. The
         amount of Distributions for any partial period shall be computed on the
         basis of the number of days elapsed in a 360-day year of twelve 30-day
         months. The amount of Distributions payable for any period shall
         include the Additional Amounts, if any.

               (iii)  So long as no Indenture Event of Default has occurred and
         is continuing, the Depositor has the right under the Indenture to defer
         the payment of interest on the Notes at any time and from time to time
         for a period not exceeding consecutive

                                       15

<PAGE>

         quarterly periods (an "Extension Period"), provided that no Extension
         Period may extend beyond ________________ or end on a date that is not
         a scheduled interest payment date. As a consequence of any such
         deferral, quarterly Distributions on the Trust Securities by the Issuer
         Trust will also be deferred and the amount of Distributions to which
         Holders of the Trust Securities are entitled will accumulate additional
         Distributions thereon, compounded quarterly, to the extent permitted by
         applicable law, from the relevant payment date for such Distributions,
         computed in the same manner as set forth for Distributions in
         subsection 4.1(a)(ii) immediately above. The term "Distributions" as
         used in Section 4.1 shall include any such additional Distributions
         provided pursuant to this Section 4.1(a)(iii).

               (iv)   Distributions on the Trust Securities shall be made by the
         Property Trustee from the Payment Account and shall be payable on each
         Distribution Date only to the extent that the Trust has funds then on
         hand and available in the Payment Account for the payment of such
         Distributions.

         (b)   Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be one Business Day prior to such Distribution Date; provided, however,
that in the event that the Preferred Securities do not remain in book-entry-only
form, the relevant record date shall be the date 15 days prior to the relevant
Distribution Date.

         Section 4.2  Redemption.

         (a)   On each Indenture Redemption Date and on the stated maturity of
the Notes, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

         (b)   Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

               (i)    the Redemption Date;

               (ii)   the Redemption Price;

               (iii)  the CUSIP number;

               (iv)   if less than all the Outstanding Trust Securities are to
         be redeemed, the identification and the total Liquidation Amount of the
         particular Trust Securities to be redeemed;

               (v)    that on the Redemption Date the Redemption Price will
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions thereon will cease to accrue on and after said date,
         except as provided in Section 4.2(d); and

                                       16

<PAGE>

               (vi)   the place or places where the Trust Securities are to be
         surrendered for payment of the Redemption Price, if applicable.

         (c)   The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Notes. Redemptions of the Trust Securities shall be made and the
Redemption Price shall be payable on each Redemption Date only to the extent
that the Trust has funds then on hand and available in the Payment Account for
the payment of such Redemption Price.

         (d)   If the Property Trustee gives a notice of redemption in respect
of any Preferred Securities, then, by 12:00 P.M., New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long
as the Preferred Securities are in book-entry-only form, irrevocably deposit
with the Clearing Agency for the Preferred Securities, to the extent available,
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the holders thereof. If the Preferred Securities are no longer in
book-entry-only form, the Property Trustee, subject to Section 4.2(c), will
irrevocably deposit with the Paying Agent, to the extent available, funds
sufficient to pay the applicable Redemption Price and will give the Paying Agent
irrevocable instructions and authority to pay the Redemption Price to the
Holders thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Register for the
Trust Securities on the relevant record dates for the related Distribution
Dates. If notice of redemption shall have been given and funds deposited as
required, then upon the date of such deposit, all rights of Securityholders
holding Trust Securities so called for redemption will cease, except the right
of such Securityholders to receive the Redemption Price and any Distribution
payable on or prior to the Redemption Date, but without interest, and such
Securities will cease to be outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the
Trust or by the Guarantor pursuant to the Guarantee, Distributions on such Trust
Securities will continue to accrue, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities to
the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.

         (e)   Payment of the Redemption Price on the Trust Securities shall be
made to the recordholders thereof as they appear on the Securities Register for
the Trust Securities on the relevant record date, which shall be one Business
Day prior to the relevant Redemption Date; provided, however, that in the event
that the Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the date fifteen days prior to the relevant
Redemption Date.

                                       17

<PAGE>

         (f)   Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $25 or an integral multiple of $25 in excess thereof) of
the Liquidation Amount of Preferred Securities of a denomination larger than
$25. The Property Trustee shall promptly notify the Security Registrar in
writing of the Preferred Securities selected for redemption and, in the case of
any Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the aggregate
Liquidation Amount of Preferred Securities that has been or is to be redeemed.

         Section 4.3  Subordination of Common Securities.

         (a)   Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Indenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities, shall have been made or provided for, and all funds
immediately available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions (including Additional Amounts, if
applicable) on, or the Redemption Price of, Preferred Securities then due and
payable.

         (b)   In the case of the occurrence of any Event of Default resulting
from any Indenture Event of Default, the Holder of Common Securities will be
deemed to have waived any right to act with respect to any such Event of Default
under this Trust Agreement until the effect of all such Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Preferred Securities has been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not the Holder of the Common Securities, and only
the Holders of the Preferred Securities will have the right to direct the
Property Trustee to act on their behalf.

         Section 4.4  Payment Procedures.

                                       18

<PAGE>

         Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which shall credit the relevant Person's accounts at such
Clearing Agency on the applicable Distribution Dates. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Common Securityholder. Any Distributions in
respect of the Preferred Securities that remain unclaimed for a period of two
years following the applicable Distribution Date shall be paid to the Holder of
Common Securities.

         Section 4.5  Tax Returns and Reports.

         The Administrative Trustee(s) shall prepare (or cause to be prepared),
at the Depositor's expense, and file all United States Federal, state and local
tax and information returns and reports required to be filed by or in respect of
the Trust. In this regard, the Administrative Trustee(s) shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue
Service Form required to be filed in respect of the Trust in each taxable year
of the Trust and (b) prepare and furnish (or cause to be prepared and furnished)
to each Securityholder the appropriate Internal Revenue Service form required to
be provided on such form. The Administrative Trustee(s) shall provide the
Depositor and the Property Trustee with a copy of all such returns and reports
promptly after such filing or furnishing. The Trustees shall comply with United
States Federal withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Securityholders under the
Trust Securities.

         Section 4.6  Payment of Taxes, Duties, Etc.  of the Trust.

         Upon receipt under the Notes of Additional Sums, the Property Trustee
shall promptly pay any taxes, duties or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority.

         Section 4.7  Payments under Indenture or Pursuant to Direct Actions.

         Any amount payable hereunder to any Holder of Preferred Securities (and
any Owner with respect thereto) shall be reduced by the amount of any
corresponding payment such Holder (and Owner) has directly received pursuant to
Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement.

         Section 4.8  Liability of the Holder of Common Security.

         The Holder of Common Securities shall be liable for the debts and
obligations of the Trust as set forth in Section 6.7 of the Indenture regarding
allocation of expenses.

                                   ARTICLE V

                          Trust Securities Certificates

         Section 5.1  Initial Ownership.

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<PAGE>

         Upon the formation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

         Section 5.2  The Trust Securities Certificates.

         The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $25 Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of at
least one Administrative Trustee(s). Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

         Section 5.3  Execution and Delivery of Trust Securities Certificates.

         At the Closing Date, the Administrative Trustee(s) shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.

         Section 5.4  Registration of Transfer and Exchange of Preferred
                      Securities

                       Certificates.

         The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Bank shall be the initial
Securities Registrar.

         Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustee(s) or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees.

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<PAGE>

         The Securities Registrar shall not be required to register the transfer
of any Preferred Securities that have been called for redemption. At the option
of a Holder, Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.8.

         Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee(s) and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of by an Administrative Trustee(s) in accordance with such Person's customary
practice.

         No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

         Section 5.5  Mutilated, Destroyed. Lost or Stolen Trust Securities
                      Certificates.

         If    (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustee(s) such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustee(s), or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustee(s) or the Securities Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

         Section 5.6  Persons Deemed Securityholders.

         The Trustees or the Securities Registrar shall treat the Person in
whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
neither the Trustees nor the Securities Registrar shall be bound by any notice
to the contrary.

         Section 5.7  Access to List of Securityholders' Names and Addresses.

                                       21




<PAGE>

         The Administrative Trustee(s) or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) quarterly on or before January 15,
April 15, July 15 and October 15 in each year, a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date and (b) promptly after receipt
by any Administrative Trustee(s) or the Depositor of a request for such list
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, a list of the type referred to in
clause (a), in each case to the extent such information is in the possession or
control of the Administrative Trustee(s) or the Depositor and is not identical
to a previously supplied list or has not otherwise been received by the Property
Trustee in its capacity as Securities Registrar. The rights of Securityholders
to communicate with other Securityholders with respect to their rights under
this Trust Agreement or under the Trust Securities, and the corresponding rights
of the Property Trustee shall be as provided in the Trust Indenture Act. Each
Securityholder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustee(s) accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

         Section 5.8  Maintenance of Office or Agency.

         The Administrative Trustee(s) shall maintain an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustee(s) initially designate [____________],
[____________], [____________], Attn: [____________], as its principal corporate
trust office for such purposes. The Administrative Trustee(s) shall give prompt
written notice to the Depositor and to the Securityholders of any change in the
location of the Securities Register or any such office or agency.

         Section 5.9  Appointment of Paying Agent.

         The Paying Agent shall make distributions to Securityholders from the
Payment Account and shall report the amounts of such distributions to the
Property Trustee and the Administrative Trustee(s). Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the distributions referred to above. The Administrative Trustee(s) may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Bank, and any co-paying agent chosen by the Bank, and
acceptable to the Administrative Trustee(s) and the Depositor. Any Person acting
as Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustee(s), the Property Trustee and the
Depositor. In the event that the Bank shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustee(s) shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustee(s) shall cause such successor
Paying Agent or any additional Paying Agent appointed by the Administrative
Trustee(s) to execute and deliver to the Trustees an instrument in which such
successor Paying Agent or additional Paying Agent shall agree with the Trustees
that as Paying Agent, such

                                       22

<PAGE>

successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

         Section 5.10 Ownership of Common Securities by Depositor.

         On the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities, To the fullest extent permitted
by law, other than a transfer in connection with a consolidation or merger of
the Depositor into another corporation, or any conveyance, transfer or lease by
the Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of the
Common Securities shall be void. The Administrative Trustee(s) shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN CERTAIN LIMITED
CIRCUMSTANCES SET FORTH IN THE AMENDED AND RESTATED TRUST AGREEMENT OF ONEOK
CAPITAL TRUST I."

         Section 5.11 Book-Entry Preferred Securities Certificates; Common
                      Securities Certificate.

         (a)   The Preferred Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Preferred Securities Certificate representing such Owner's interest
in such Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.13:

               (i)    the provisions of this Section 5.11(a) shall be in full
         force and effect;

               (ii)   the Securities Registrar, the Depositor, the Guarantor,
         and the Trustees shall be entitled to deal with the Clearing Agency for
         all purposes of this Trust Agreement relating to the Book-Entry
         Preferred Securities Certificates (including the payment of the
         Liquidation Amount of and Distributions or Redemption Price on the
         Preferred Securities evidenced by Book-Entry Preferred Securities
         Certificates and the giving of instructions or directions to Owners of
         Preferred Securities evidenced by Book-Entry Preferred Securities
         Certificates) as the sole Holder of Preferred Securities evidenced by
         Book-Entry Preferred Securities Certificates and shall have no
         obligations to the Owners thereof;

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<PAGE>

               (iii)  to the extent that the provisions of this Section 5.11
         conflict with any other provisions of this Trust Agreement, the
         provisions of this Section 5.11 shall control; and

               (iv)   the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Preferred Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit payments on the Preferred Securities to such Clearing
         Agency Participants.

         (b)   A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

         Section 5.12 Notices to Clearing Agency.

         To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

         Section 5.13 Definitive Preferred Securities Certificates.

         If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) after the occurrence of a Indenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount advise the
Administrative Trustee(s) in writing that the continuation of a book entry
system through the Clearing Agency is no longer in the best interest of the
Owners of Preferred Securities Certificates, then the Administrative Trustee(s)
shall notify the Clearing Agency and the Clearing Agency shall notify all Owners
of Preferred Securities Certificates and the other Trustees of the occurrence of
any such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Administrative Trustee(s) of the typewritten
Preferred Securities Certificate or Certificates representing the Book Entry
Preferred Securities Certificates by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustee(s), or any one of them,
shall execute the Definitive Preferred Securities Certificates in accordance
with the instructions of the Clearing Agency. Neither the Securities Registrar
nor the Trustees shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Preferred Securities Certificates,
the Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Securityholders. The Definitive Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any

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<PAGE>

other manner as is reasonably acceptable to the Administrative Trustee(s), as
evidenced by the execution thereof by the Administrative Trustee(s) or any one
of them.

         Section 5.14 Rights of Securityholders.

         (a)   The legal title to the Trust Property is vested exclusively in
the Property Trustee (in its capacity as such) in accordance with Section 2.9,
and the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Trust Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

         (b)   For so long as any Preferred Securities remain Outstanding, if,
upon a Indenture Event of Default, the Indenture Trustee fails or the holders of
not less than 25% in principal amount of the outstanding Notes fail to declare
the principal of all of the Notes to be immediately due and payable, the Holders
of at least 25% in aggregate Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing to the Depositor, the
Guarantor and the Indenture Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Notes shall become
immediately due and payable, provided that the payment of principal and interest
on such Notes shall remain subordinated to the extent provided in the Indenture.

         At any time after such a declaration of acceleration with respect to
the Notes has been made and before a judgment or decree for payment of the money
due has been obtained by the Indenture Trustee as in the Indenture provided, the
Holders of a Majority in Liquidation Amount of the Preferred Securities, by
written notice to the Property Trustee, the Depositor and the Indenture Trustee,
may rescind and annul such declaration and its consequences if:

               (i)    the Depositor has paid or deposited with the Indenture
         Trustee a sum sufficient to pay:

                      (A)   all overdue installments of interest (including any
               Additional Interest (as defined in the Indenture)) on all of the
               Notes,

                      (B)   the principal of any Notes which have become due
               otherwise than by such declaration of acceleration and interest
               thereon at the rate borne by the Notes, and

                      (C)   all sums paid or advanced by the Indenture Trustee
               under the Indenture and the reasonable compensation, expenses,
               disbursements and advances of the Indenture Trustee and the
               Property Trustee, their agents and counsel; and

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<PAGE>

               (ii)   all Events of Default with respect to the Notes, other
         than the nonpayment of the principal of the Notes which has become due
         solely by such acceleration, have been cured or waived as provided in
         Section 5.13 of the Indenture.

         The Holders of a Majority in Liquidation Amount of the Preferred
Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Indenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Note. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the
Preferred Securities all or part of which is represented by Book-Entry Preferred
Securities Certificates, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

         (c)   For so long as any Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Indenture Event of Default specified in
Section 5.1(1) or 5.1(2) of the Indenture, any Holder of Preferred Securities
shall have the right to institute a proceeding directly against the Depositor,
pursuant to Section 5.8 of the Indenture, for enforcement of payment to such
Holder of the principal amount of or interest on Notes having a principal amount
equal to the Liquidation Amount of the Preferred Securities of such Holder (a
"Direct Action"). Except as set forth in Section 5.14(b) and this Section
5.14(c), the Holders of Preferred Securities shall have no right to exercise
directly any right or remedy available to the holders of, or in respect of, the
Notes.

                                   ARTICLE VI

                    Acts Of Securityholders; Meetings; Voting

         Section 6.1  Limitations on Voting Rights.

                                       26

<PAGE>

     (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and
in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.

     (b) So long as any Notes are held by the Property Trustee, the Trustees
shall not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Indenture Trustee, or executing any trust or power
conferred on the Indenture Trustee with respect to such Notes, (ii) waive any
past default which is waivable under Section 5.13 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Notes, where such consent
shall be required, without, in each case, obtaining the prior approval of the
Holders of a Majority in Liquidation Amount of the Preferred Securities,
provided, however, that where a consent under the Indenture would require the
consent of each Holder of Notes affected thereby, no such consent shall be given
by the Property Trustee without the prior written consent of each Holder of
Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of Preferred Securities, except
by a subsequent vote of the Holders of Preferred Securities. The Property
Trustee shall notify all Holders of the Preferred Securities of any notice of
default received from the Indenture Trustee with respect to the Notes. In
addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Trustees shall, at
the expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that such action shall not cause the Trust to fail to be
classified as a grantor trust for United States Federal income tax purposes.

     (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities. Notwithstanding any other provision of this
Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Trust to fail to be classified as a
grantor trust for United States Federal income tax purposes.

     Section 6.2 Notice of Meetings.

     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

                                       27

<PAGE>

     Section 6.3 Meetings of Preferred Securityholders.

     No annual meeting of Securityholders is required to be held. The
Administrative Trustee(s), however, shall call a meeting of Preferred
Securityholders to vote on any matter upon the written request of the Preferred
Securityholders of record of 25% of the Preferred Securities (based upon their
aggregate Liquidation Amount) and the Administrative Trustee(s) or the Property
Trustee may, at any time in their discretion, call a meeting of Preferred
Securityholders to vote on any matters as to which Preferred Securityholders are
entitled to vote.

     Preferred Securityholders of record of 50% of the Outstanding Preferred
Securities (based upon their aggregate Liquidation Amount), present in person or
by proxy, shall constitute a quorum at any meeting of Securityholders.

     If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding more than a
majority of the Preferred Securities (based upon their aggregate Liquidation
Amount) held by the Preferred Securityholders of record present, either in
person or by proxy, at such meeting shall constitute the action of the Preferred
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

     Section 6.4 Voting Rights.

     Securityholders shall be entitled to one vote for each $25 of Liquidation
Amount represented by their Trust Securities in respect of any matter as to
which such Securityholders are entitled to vote.

     Section 6.5 Proxies, etc.

     At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustee(s), or
with such other officer or agent of the Trust as the Administrative Trustee(s)
may direct, for verification prior to the time at which such vote shall be
taken. Pursuant to a resolution of the Property Trustee, proxies may be
solicited in the name of the Property Trustee or one or more officers of the
Property Trustee. Only Securityholders of record shall be entitled to vote. When
Trust Securities are held jointly by several persons, any one of them may vote
at any meeting in person or by proxy in respect of such Trust Securities, but if
more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Trust Securities. A
proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

     Section 6.6 Securityholder Action by Written Consent.

     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting if Securityholders holding more than a majority of all
Outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action (or

                                       28

<PAGE>

such larger proportion thereof as shall be required by any express provision of
this Trust Agreement) shall consent to the action in writing.

     Section 6.7 Record Date for Voting and Other Purposes.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustee(s) may from time to time fix a date,
not more than 90 days prior to the date of any meeting of Securityholders or the
payment of a distribution or other action, as the case may be, as a record date
for the determination of the identity of the Securityholders of record for such
purposes.

     Section 6.8 Acts of Securityholders.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners in person or by an agent duly appointed in writing (which may take the
form of an electronic writing); and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee(s). Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Securityholders or Owners signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Trust Agreement and (subject to Section 8.1) conclusive in favor of the
Trustees, if made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

     The ownership of Preferred Securities shall be proved by the Securities
Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     Without limiting the foregoing, a Securityholder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of

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<PAGE>

the Liquidation Amount of such Trust Security or by one or more duly appointed
agents each of which may do so pursuant to such appointment with regard to all
or any part of such liquidation amount.

     If any dispute shall arise between the Securityholders and the
Administrative Trustee(s) or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

     A Securityholder may institute a legal proceeding directly against the
Guarantor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee (as defined
in the Guarantee), the Trust or any person or entity.

     Section 6.9 Inspection of Records.

     Upon reasonable notice to the Administrative Trustee(s) and the Property
Trustee, the records of the Trust shall be open to inspection by Securityholders
during normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                   ARTICLE VII

                         Representations and Warranties

     Section 7.1 Representations and Warranties of the Property Trustee and the
Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

     (a) the Property Trustee is a banking corporation with trust powers,
validly existing and in good standing under the laws of the State of Georgia;

     (b) the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (c) the Delaware Trustee is a Delaware corporation duly created, validly
existing and in good standing in the State of Delaware;

     (d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (e) this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and the Delaware Trustee and constitutes the valid and
legally binding

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agreement of each of the Property Trustee and the Delaware Trustee enforceable
against each of them in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditor's rights and to general
equity principles and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity or at law);

     (f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the Property
Trustee or the Delaware Trustee is a party with or by which it is bound with
Depositer or its affiliate, or (iii) violate any law, governmental rule or
regulation of the United States or the State of Delaware, as the case may be,
governing the banking, trust or general powers of the Property Trustee or the
Delaware Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Property Trustee or the Delaware Trustee;

     (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing Federal law governing the banking, trust or general powers of the
Property Trustee or the Delaware Trustee, as the case may be, under the laws of
the United States or the State of Delaware.

     (h) there are no proceedings pending or, to the best of each of the
Property Trustee's and the Delaware Trustee's knowledge, threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

     Section 7.2 Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

     (a) the Trust Securities Certificates issued on the Closing Date on behalf
of the Trust have been duly authorized and will have been, duly and validly
executed, issued and delivered by the Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Trust Agreement
and the Securityholders will be, as of each such date, entitled to the benefits
of this Trust Agreement; and

     (b) there are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Property Trustee or the Delaware Trustee, as the
case may be, of this Trust Agreement.

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                                  ARTICLE VIII

                                  The Trustees

     Section 8.1 Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, subject to the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release a Trustee
from liability for its own gross negligent action, its own gross negligent
failure to act, or its own willful misconduct. To the extent that, at law or in
equity, a Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, such Trustee shall not
be liable to the Trust or to any Securityholder for such Trustee's good faith
reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Securityholders to replace such other duties and liabilities of the
Trustees.

     (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.1(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

     (c) The Property Trustee, before the occurrence of any Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.13 of the Indenture), the Property Trustee shall enforce this Trust
Agreement for the benefit of the Holders and shall exercise such of the rights
and powers vested in it by this Trust Agreement, and use the same degree of care
and skill in its exercise thereof, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

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<PAGE>

     (d) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own gross negligent action, its own
gross negligent failure to act, or its own willful misconduct, except that:

         (i)   the Property Trustee shall not be liable for any error of
     judgment made in good faith by an authorized officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

         (ii)  the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in Liquidation
     Amount of the Preferred Securities relating to the time, method and place
     of conducting any proceeding for any remedy available to the Property
     Trustee, or exercising any trust or power conferred upon the Property
     Trustee under this Trust Agreement;

         (iii) the Property Trustee's sole duty with respect to the custody,
     safekeeping and physical preservation of the Notes and the Payment Account
     shall be to deal with such property in a similar manner as the Property
     Trustee deals with similar property for its own account, subject to the
     protections and limitations on liability afforded to the Property Trustee
     under this Trust Agreement and the Trust Indenture Act;

         (iv)  the Property Trustee shall not be liable for any interest on any
     money received by it except as it may otherwise agree with the Depositor;
     and money held by the Property Trustee need not be segregated from other
     funds held by it except in relation to the Payment Account maintained by
     the Property Trustee pursuant to Section 3.1 and except to the extent
     otherwise required by law;

         (v)   the Property Trustee shall not be responsible for monitoring the
     compliance by the Administrative Trustee(s) or the Depositor with their
     respective duties under this Trust Agreement, nor shall the Property
     Trustee be liable for the default or misconduct of the Administrative
     Trustee(s) or the Depositor;

         (vi)  prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred, in
     the absence of bad faith on the part of the Property Trustee, the Property
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Property Trustee and conforming to the
     requirements of this Trust Agreement; but in the case of any such
     certificates or opinions that by any provision hereof or of the Trust
     Indenture Act are specifically required to be furnished to the Property
     Trustee, the Property Trustee shall be under a duty to examine the same to
     determine whether or not they conform to the requirements of this Trust
     Agreement.

     Section 8.2 Certain Notices.

     Within 90 days after the occurrence of any Event of Default actually known
to the Property Trustee, the Property Trustee shall transmit, in the manner and
to the extent provided in

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<PAGE>

Section 10.8, notice of such Event of Default to the Securityholders, the
Administrative Trustee(s) and the Depositor, unless such Event of Default shall
have been cured or waived.

     Within ten Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Notes pursuant to
the Indenture, the Administrative Trustee(s) shall transmit, in the manner and
to the extent provided in Section 10.8, notice of such exercise to the
Securityholders and the Property Trustee, unless such exercise shall have been
revoked.

     Section 8.3 Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

     (a) the Property Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting in good faith upon any resolution, Opinion
of Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

     (b) if (i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee may deliver a notice to the Depositor requesting
written instructions of the Depositor as to the course of action to be taken and
the Property Trustee shall take such action, or refrain from taking such action,
as the Property Trustee shall be instructed in writing to take, or to refrain
from taking, by the Depositor; provided, however, that if the Property Trustee
does not receive such instructions of the Depositor within ten Business Days
after it has delivered such notice, or such reasonably shorter period of time
set forth in such notice (which to the extent practicable shall not be less than
two Business Days), it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Securityholders, in which event the
Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

     (c) any direction or act of the Depositor or the Administrative Trustee(s)
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officers' Certificate;

     (d) whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and rely upon an Officer's Certificate which, upon receipt of
such request, shall be promptly delivered by the Depositor or the Administrative
Trustee(s);

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<PAGE>

     (e) the Property Trustee shall have no duty to see to any recording, filing
or registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

     (f) the Property Trustee may consult with counsel of its own choosing
(which counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon and in accordance with such advice; the Property Trustee shall
have the right at any time to seek instructions concerning the administration of
this Trust Agreement from any court of competent jurisdiction;

     (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless
such Securityholders shall have offered to the Property Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;

     (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

     (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for its own
negligence or or willful misconduct with respect to selection of any agent or
attorney appointed by it hereunder;

     (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and (iii) shall
be fully protected in acting in accordance with such instructions; and

     (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

     No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to

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<PAGE>

perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

     Section 8.4 Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Depositor and/or the Trust, and the
Trustees do not assume any responsibility for their correctness. The Trustees
shall not be accountable for the use or application by the Depositor of the
proceeds of the Notes.

     Section 8.5 May Hold Securities.

     Except as provided in the definition of the term "Outstanding" in Article
I, any Trustee or any other agent of any Trustee or the Trust, in its individual
or any other capacity, may become the owner or pledgee of Trust Securities and,
subject to Sections 8.8 and 8.13, may otherwise deal with the Trust with the
same rights it would have if it were not a Trustee or such other agent.

     Section 8.6 Compensation; Indemnity; Fees.

     The Depositor agrees:

     (a) to pay to the Trustees from time to time reasonable compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

     (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any loss,
damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of, or in connection
with, the creation, operation, dissolution or termination of the Trust or any
act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of authority conferred on such Indemnified Person by this
Trust Agreement, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence or willful misconduct with respect to such acts
or omissions.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee or Indemnified
Person.

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<PAGE>

     The obligation of the Depositor under this Section 8.6 to compensate,
reimburse and indemnify the Trustee shall be secured by a Lien upon all Trust
Property (except funds held in trust for the benefit of Holders of particular
Trust Securities), but only to the extent of the interest of the Holder of the
Common Securities therein.

     The Depositor and any Trustee may engage in or possess an interest in other
business ventures of any nature or description, independently or with others,
similar or dissimilar to the business of the Trust, and the Trust and the
Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and the
Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

     Section 8.7 Corporate Property Trustee Required; Eligibility of Trustees.

     (a) There shall at all times be a Property Trustee hereunder. The Property
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least $50,000,000.
If any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property Trustee
with respect to the Trust Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

     (b) There shall at all times be one or more Administrative Trustee(s)
hereunder. Each Administrative Trustee(s) shall be either a natural person who
is at least 21 years of age or a legal entity that shall act through one or more
persons authorized to bind that entity.

     (c) There shall at all times be a Delaware Trustee. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law that shall act through one or more
persons authorized to bind such entity.

     Section 8.8 Conflicting Interests.

     If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act

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<PAGE>

and this Trust Agreement. The Indenture and the Guarantee are hereby excluded
for purposes of Section 310(b)(1) of the Trust Indenture Act.

     Section 8.9 Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Administrative Trustee(s), by
agreed action of the majority of such Trustees, shall have power to appoint, and
upon the written request of the Administrative Trustee(s), the Depositor shall
for such purpose join with the Administrative Trustee(s) in the execution,
delivery, and performance of all instruments and agreements necessary or proper
to appoint, one or more Persons approved by the Property Trustee either to act
as co-trustee, jointly with the Property Trustee, of all or any part of such
Trust Property, or to the extent required by law to act as separate trustee of
any such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not join
in such appointment within 15 days after the receipt by it of a request so to
do, or in case a Indenture Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment. Any co-trustee
or separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

     (a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

     (b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.

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<PAGE>

     (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case a Indenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section.

     (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

     (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

     Section 8.10 Resignation and Removal; Appointment of Successor.

     No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Securityholders. If
the instrument of acceptance by the successor Trustee required by Section 8.11
shall not have been delivered to the Relevant Trustee within 30 days after the
giving of such notice of resignation, the Relevant Trustee may petition, at the
expense of the Trust, any court of competent jurisdiction for the appointment of
a successor Relevant Trustee.

     Unless a Indenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common
Securityholder. If a Indenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a Majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee(s)
may be removed by the Common Securityholder at any time.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Indenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, which successor Trustee shall be domiciled outside of the State of
Oklahoma, and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or

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<PAGE>

become incapable of continuing to act as the Property Trustee or the Delaware
Trustee, as the case may be, at a time when a Indenture Event of Default shall
have occurred and be continuing, the Preferred Securityholders, by Act of the
Holders of a Majority in Liquidation Amount of the Preferred Securities
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees, and such successor Trustee shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when a Indenture Event of Default shall have occurred and be continuing,
the Common Securityholder by Act of the Common Securityholder delivered to the
Administrative Trustee(s) shall promptly appoint a successor Administrative
Trustee or Administrative Trustee(s) and such successor Administrative Trustee
or Trustees shall comply with the applicable requirements of Section 8.11. If no
successor Relevant Trustee shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of a Trustee and each appointment of a successor Trustee to all Securityholders
in the manner provided in Section 10.8 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative
Trustee(s) if there are at least two of them or (b) otherwise by the Depositor
(with the successor in each case being a Person who satisfies the eligibility
requirement for Administrative Trustee(s) or Delaware Trustee, as the case may
be, set forth in Section 8.7).

     Section 8.11 Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Trustee such successor
Trustee so appointed shall execute, acknowledge and deliver to the Trust and to
the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Depositor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and if the Property Trustee is the resigning Trustee shall duly
assign, transfer and deliver to the successor Trustee all property and money
held by such retiring Property Trustee hereunder.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept

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<PAGE>

such appointment and which (a) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Trust and
(b) shall add to or change any of the provisions of this Trust Agreement as
shall be necessary to provide for or facilitate the administration of the Trust
by more than one Relevant Trustee, it being understood that nothing herein or in
such amendment shall constitute such Relevant Trustees co-trustees and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee; but, on request of the Trust or any successor
Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and
deliver to such successor Relevant Trustee all Trust Property, all proceeds
thereof and money held by such retiring Relevant Trustee hereunder with respect
to the Trust Securities and the Trust.

     Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

     Section 8.12 Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of such Relevant Trustee, shall be the
successor of such Relevant Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.

     Section 8.13 Preferential Collection of Claims Against Depositor or Trust.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the
Property Trustee shall have made any demand on the Trust for the payment of any
past due Distributions) shall be entitled and empowered, to the fullest extent
permitted by law, by intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim

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<PAGE>

for the reasonable compensation, expenses, disbursements and advances of the
Property Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 8.14 Reports by Property Trustee.

     (a) Not later than 60 days following May 15 of each year commencing with
May 15, 200_, the Property Trustee shall transmit to all Securityholders in
accordance with Section 10.8, and to the Depositor, a brief report dated as of
such May 15 with respect to:

         (i)  its eligibility under Section 8.7 or, in lieu thereof, if to the
     best of its knowledge it has continued to be eligible under said Section, a
     written statement to such effect; and

         (ii) any change in the property and funds in its possession as Property
     Trustee since the date of its last report and any action taken by the
     Property Trustee in the performance of its duties hereunder which it has
     not previously reported and which in its opinion materially affects the
     Trust Securities.

     (b) In addition the Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

     (c) A copy of each such report referred to in (b) above shall, at the time
of such transmission to Holders, be filed by the Property Trustee with the
Depositor and any applicable self-regulatory organization.

     (d) Within 60 days after May 15 of each year commencing May 15, 200__,
the Property Trustee shall provide to the Holders of the Trust Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form, in the manner and at the times

                                       42

<PAGE>

provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

         Section 8.15 Reports to the Property Trustee.

         The Depositor and the Administrative Trustee(s) on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required or specified by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required or specified by Section 314(a) of the Trust
Indenture Act in the form, in the manner and at the times set forth in Section
314 of the Trust Indenture Act. The Depositor and the Administrative Trustee(s)
shall annually file with the Property Trustee a certificate specifying whether
such Person is in compliance with all the terms and covenants applicable to such
Person hereunder.

     Section 8.16 Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Administrative Trustee(s) on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314 (c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officer's Certificate.

     Section 8.17 Number of Trustees.

     (a) The number of Trustees shall initially be three, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustee(s). The Property Trustee and the
Delaware Trustee may be the same Person.

     (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustee(s) is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to dissolve,
terminate or annul the Trust. Whenever a vacancy in the number of Administrative
Trustee(s) shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee(s) in accordance with Section 8.10, the Administrative
Trustee(s) in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the
Administrative Trustee(s) and shall discharge all the duties imposed upon the
Administrative Trustee(s) by this Trust Agreement.

     Section 8.18 Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of

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<PAGE>

executing any documents contemplated in Section 2.7(a), including any
registration statement or amendment thereto filed with the Commission, or making
any other governmental filing; and

     (b) The Administrative Trustee(s) shall have power to delegate from time to
time to such of their number the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Administrative
Trustee(s) or otherwise as the Administrative Trustee(s) may deem expedient, to
the extent such delegation is not prohibited by applicable law or contrary to
the provisions of this Trust Agreement, as set forth herein.

                                   ARTICLE IX

                       Termination, Liquidation and Merger

     Section 9.1 Termination Upon Expiration Date.

     Unless earlier dissolved or terminated, the Trust shall automatically
dissolve or terminate on December 31, 2042 (the "Expiration Date"), following
the distribution of the Trust Property in accordance with Section 9.4.

     Section 9.2 Early Termination.

     The first to occur of any of the following events is an "Early Termination
Event" upon the occurrence of which the Trust shall dissolve:

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor;

     (b) the written direction to the Property Trustee from the Depositor at any
time to dissolve or terminate the Trust and, after paying or making reasonable
provision to pay all charges and obligations of the Trust in accordance with
Section 3808(e) of the Delaware Statutory Trust Act, distribute Notes to
Securityholders in exchange for the Preferred Securities (which direction is
optional and wholly within the discretion of the Depositor);

     (c) the redemption of all of the Preferred Securities in connection with
the repayment at maturity or redemption of all the Notes; and

     (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

     Section 9.3 Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of

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<PAGE>

the Administrative Trustee(s), including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders.

     Section 9.4 Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid mailed not later than 30 nor more
than 60 days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder's address appearing in the Securities Register. All notices of
liquidation shall:

         (i)   state the Liquidation Date;

         (ii)  state that from and after the Liquidation Date, the Trust
     Securities will no longer be deemed to be Outstanding and any Trust
     Securities Certificates not surrendered for exchange will be deemed to
     represent a Like Amount of Notes; and

         (iii) provide such information with respect to the mechanics by which
     Holders may exchange Trust Securities Certificates for Notes, or if Section
     9.4(d) applies receive a Liquidation Distribution, as the Administrative
     Trustee(s) or the Property Trustee shall deem appropriate.

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Notes to Securityholders, the
Property Trustee shall establish a record date for such distribution (which
shall be not more than 45 days prior to the Liquidation Date) and, either itself
acting as exchange agent or through the appointment of a separate exchange
agent, shall establish such procedures as it shall deem appropriate to effect
the distribution of Notes in exchange for the Outstanding Trust Securities
Certificates.

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Notes will be issued to holders of
Trust Securities Certificates, upon surrender of such certificates to the
Administrative Trustee(s) or their agent for exchange, (iii) the Depositor shall
use its best efforts to have the Notes listed on the New York Stock Exchange or
on such other exchange, interdealer quotation system or self-regulatory
organization as the Preferred Securities are then listed, (iv) any Trust
Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Notes, accruing interest at the rate provided for in
the Notes from the last Distribution Date on which a Distribution was made on
such Trust Securities Certificates until such certificates are so surrendered
(and until such certificates are so surrendered, no payments of interest or
principal will be made to Holders of Trust Securities Certificates with respect
to such Notes) and (v) all rights of Securityholders holding Trust Securities
will cease, except the right of such Securityholders to receive Notes upon
surrender of Trust Securities Certificates.

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<PAGE>

     (d) In the event that, notwithstanding the other provisions of this Section
9.4, whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Notes in the manner provided
herein is determined by the Property Trustee not to be practical, the Trust
Property shall be liquidated, and the Trust shall be dissolved, wound-up or
terminated, by the Property Trustee in such manner as the Property Trustee
determines. In such event, on the date of the dissolution, winding-up or other
termination of the Trust, Securityholders will be entitled to receive out of the
assets of the Trust available for distribution to Securityholders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the Liquidation Amount per Trust Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If, upon any such dissolution, winding up
or termination, the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The holder of the Common Securities will
be entitled to receive Liquidation Distributions upon any such dissolution,
winding-up or termination pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if a Indenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

     Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the
                 Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5. At the request of the Depositor, with the consent of the
Guarantor and the Administrative Trustee(s) and without the consent of the
Holders of the Preferred Securities, the Property Trustee or the Delaware
Trustee, the Trust may merge with or into, consolidate, amalgamate, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to a trust organized as such under the laws of any State;
provided, that (i) such successor entity either (a) expressly assumes all of the
obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Notes, (iii) the Successor Securities are listed or traded, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (a) such merger, consolidation, amalgamation,

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<PAGE>

replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the Preferred Securities (including
any Successor Securities) in any material respect, and (b) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act and (viii) the Depositor owns all of the
Common Securities of such successor entity and the Guarantor guarantees the
obligations of such successor entity under the Preferred Securities or Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of holders of 100% in
Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States Federal income tax purposes.

                                    ARTICLE X

                            Miscellaneous Provisions

     Section 10.1 Limitation of Rights of Securityholders.

     The death or incapacity of any person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such person or any
Securityholder for such person, to claim an accounting, take any action or bring
arty proceeding in any court for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

     Section 10.2 Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustee(s) and the Depositor, without the consent of
any Securityholders, (i) to cure any ambiguity, correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Trust Agreement, which shall not be inconsistent with the other provisions
of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions
of this Trust Agreement to such extent as shall be necessary to ensure that the
Trust will be classified for United States Federal income tax purposes as a
grantor trust at all times that any Trust Securities are outstanding or to
ensure that the Trust will not be required to register as an investment company
under the 1940 Act; provided, however, that in the case of clause (i), such
action shall not adversely affect in any material respect the interests of any
Securityholder, and any amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

     (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Trust Securityholders representing a majority (based upon aggregate
Liquidation Amounts) of the

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<PAGE>

Trust Securities then Outstanding and (ii) receipt by the Trustees of an Opinion
of Counsel to the effect that such amendment or the exercise of any power
granted to the Trustees in accordance with such amendment will not affect the
Trust's status as a grantor trust for United States Federal income tax purposes
or the Trust's exemption from status of an investment company under the 1940
Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
paragraph (c) of this Section 10.2 may not be amended.

     (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States Federal income tax purposes.

     (e) Notwithstanding anything in this Trust Agreement to the contrary, this
Trust Agreement may not be amended in a manner which imposes any additional
obligation on the Depositor, the Property Trustee or the Delaware Trustee
without the consent of the Depositor, the Property Trustee or the Delaware
Trustee, as the case may be.

     (f) In the event that any amendment to this Trust Agreement is made, the
Administrative Trustee(s) shall promptly provide to the Depositor a copy of such
amendment.

     (g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Trust Agreement which affects its own
rights, duties or immunities under this Trust Agreement. The Property Trustee
shall be entitled to receive an Opinion of Counsel and an Officer's Certificate
stating that any amendment to this Trust Agreement is in compliance with this
Trust Agreement.

     Section 10.3 Separability.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 10.4 Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF

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<PAGE>

THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     Section 10.5 Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

     Section 10.6 Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under Article Eight of
the Indenture and pursuant to which the assignee agrees in writing to perform
the Depositor's obligations hereunder, the Depositor shall not assign its
obligations hereunder.

     Section 10.7 Headings.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

     Section 10.8 Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to ONEOK, Inc.,
[____________], Wilmington, Delaware 19801, Attention: Treasurer. Any notice to
Preferred Securityholders shall also be given to such owners as have, within two
years preceding the giving of such notice, filed their names and addresses with
the Property Trustee for that purpose. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustee(s) shall be given in writing addressed (until another address is
published by the Trust) as follows: (a) with respect to the Property Trustee to
[____________], [____________], Attention: [____________]; (b) with respect to
the Delaware Trustee, to [____________], [____________], Attention:
[____________] and (c) with respect to the Administrative Trustee(s), to them
c/o [__________________________________], marked "Attention Administrative
Trustee(s) of ONEOK Capital Trust I." Such notice, demand

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<PAGE>

or other communication to or upon the Trust or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust or the Property Trustee.

     Section 10.9 Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

     Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

     (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or excluded, as the case may be.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

     (e) Lists of Holders of Capital Securities. (i) Each of the Depositor and
the Administrative Trustee(s) on behalf of the Trust shall provide the Property
Trustee with such information as is required under Section 312(a) of the Trust
Indenture Act at the times and in the manner provided in Section 312(a) and (ii)
the Property Trustee shall comply with its obligations under Sections 310(b),
311 and 312(b) of the Trust Indenture Act.

     Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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<PAGE>

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

                                            ONEOK, INC.



                                            By: ________________________________
                                                Name:___________________________
                                                Title:__________________________

                                            Executed in [___________________].

                                            SUNTRUST BANK, as Property Trustee


                                            By: ________________________________
                                                Name:___________________________
                                                Title:__________________________

                                            Executed in [___________________].


                                            SUNTRUST DELAWARE TRUST COMPANY,
                                              as Delaware Trustee


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________

                                            Executed in [___________________].

                                       51

<PAGE>

                                          [______________________________], as
                                            Administrative Trustee



                                          By:___________________________________
                                              Name:_____________________________
                                              Title:____________________________

                                          Executed in [___________________].

                                       52

<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                              ONEOK CAPITAL TRUST I

     THIS Certificate of Trust of ONEOK CAPITAL TRUST I (the "Trust") is being
duly executed and filed on behalf of the Trust by the undersigned, as trustees,
to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. (S)
3801 et seq.) (the "Act").

     1. Name. The name of the statutory trust formed hereby is ONEOK CAPITAL
TRUST I.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is [____________], [____________],
[____________], Delaware [_____].

     3. Effective Date. This Certificate of Trust shall be effective upon filing
with the Secretary of State.

     IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of
Trust in accordance with Section 3811 (a)(1) of the Act.

                                                 [______________________],
                                                   as trustee

                                                 By:____________________________



                                                 [__________________________],
                                                   as trustee

                                                 By:____________________________

<PAGE>

                                                                       EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                     EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES
              SET FORTH IN THE AMENDED AND RESTATED TRUST AGREEMENT
                            OF ONEOK CAPITAL TRUST I

Certificate Number                                   Number of Common Securities
       B-1                                                  [____________]

                    Certificate Evidencing Common Securities
                                       of
                              ONEOK Capital Trust I

                           [______]% Common Securities
                  (liquidation amount $25 per Common Security)

     ONEOK Capital Trust I, a statutory trust formed under the laws of the State
of Delaware (the ""Trust"), hereby certifies that ONEOK, Inc. (the "Holder") is
the registered owner of [______________________] common securities of the Trust
representing beneficial interests of the Trust and designated the [____]% Common
Securities (liquidation amount $25 per Common Security) (the "Common
Securities"). In accordance with Section 5.10 of the Trust Agreement (as defined
below) the Common Securities are not transferable and any attempted transfer
hereof shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of [_______ __], , as
the same may be amended from time to time (the "Trust Agreement") including the
designation of the terms of the Common Securities as set forth therein. The
Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     In Witness Whereof, the Administrative Trustee of the Trust has executed
this certificate in the City of _______________, State of _____________ this
______ day of ____________,.

                                    ONEOK CAPITAL TRUST I

                                    [_______________], As Administrative Trustee

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

<PAGE>

                                                                       EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

       Agreement dated as of [______ __], , between ONEOK Inc., an Oklahoma
corporation, and ONEOK Capital Trust I, a Delaware statutory trust (the
"Trust").

       Whereas, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Notes from ONEOK Inc., an Oklahoma corporation, and
to issue and sell [______]%, Preferred Trust Securities (the "Preferred
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Trust dated
as of [_______ __], as the same may be amended from time to time (the "Trust
Agreement");

       Whereas, ONEOK, Inc. will directly or indirectly own all of the Common
Securities of the Trust and will issue the Notes;

       Whereas, ONEOK Inc. is the guarantor of the Notes.

       Now, Therefore, in consideration of the purchase by each holder of the
Preferred Securities, which purchase ONEOK Inc. hereby agrees shall benefit
ONEOK Inc. and which purchase ONEOK Inc. acknowledges will be made in reliance
upon the execution and delivery of this Agreement, ONEOK Inc. and the Trust
hereby agree as follows:

                                    Article 1

       Section 1.1. Guarantee by ONEOK Inc.

       Subject to the terms and conditions hereof, ONEOK Inc. hereby irrevocably
and unconditionally guarantees to each person or entity to whom the Trust is now
or hereafter becomes indebted or liable (the "Beneficiaries") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries, As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust, other than obligations of the Trust to pay to holders
of any Preferred Securities or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.

       Section 1.2. Term of Agreement.

       This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Preferred Securities or any Beneficiary must restore payment of any
sums paid under the

<PAGE>

Preferred Securities, under any Obligation, under the Guarantee Agreement dated
the date hereof by ONEOK Inc. and [_______________], as guarantee trustee or
under this Agreement for any reason whatsoever, This Agreement is continuing,
irrevocable, unconditional and absolute.

       Section 1.3. Waiver of Notice.

       ONEOK Inc. hereby waives notice of acceptance of this Agreement and of
any Obligation to which it applies or may apply, and ONEOK Inc. hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

       Section 1.4. No Impairment.

       The obligations, covenants, agreements and duties of ONEOK Inc. under
this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

       (a)    the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the obligations;

       (b)    any failure, omission, delay or lack of diligence on the part of
the Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

       (c)    the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, ONEOK Inc. with respect to the happening of any of the
foregoing.

       Section 1.5. Enforcement.

       A Beneficiary may enforce this Agreement directly against ONEOK Inc. and
ONEOK Inc. waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding against ONEOK
Inc..

       Section 1.6. Subrogation.

       ONEOK Inc. shall be subrogated to all (if any) rights of the Trust in
respect of any amounts paid to the Beneficiaries by ONEOK Inc. under this
Agreement; provided, however, that ONEOK Inc. shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise any
rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this

                                       2

<PAGE>

Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this Agreement.

                                   Article II

       Section 2.1. Binding Effect.

       All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of ONEOK Inc. and
shall inure to the benefit of the Beneficiaries.

       Section 2.2. Amendment.

       So long as there remains any Beneficiary or any Preferred Securities of
any series are outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to the holders of the Preferred
Securities.

       Section 2.3. Notices.

       Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered
or certified mail, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of an answer-back, if sent by telex):

       ONEOK Capital Trust I
       ____________________________
       ____________________________
       Attention:__________________

       ONEOK Inc.
       100 West Fifth Street
       Tulsa, Oklahoma 74103
       Facsimile No.: (918) 588-7960
       Attention: Treasurer

       Section 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       3

<PAGE>

       This Agreement is executed as of the day and year first above written and
at the location indicated below.

                                          ONEOK Inc.


                                          By:___________________________________
                                             Name: _____________________________
                                             Title:_____________________________

                                          Executed in __________________________


                                          ONEOK CAPITAL TRUST I

                                             [_____________________________],
                                             as Administrative Trustee

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          Executed in [_______________]

                                       4

<PAGE>

                                                                       EXHIBIT D

       [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT-- This
Preferred Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Preferred Security is exchangeable for Preferred Securities registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances described in the Trust Agreement and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except in
limited circumstances.

       Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
ONEOK Capital Trust I or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]

Certificate Number                         Number of Preferred Securities

       P
                                             CUSIP NO. [_______________]

                   Certificate Evidencing Preferred Securities

                                       of

                              ONEOK Capital Trust I

                       [____]% Preferred Trust Securities

                 (liquidation amount $25 per Preferred Security)

       ONEOK Capital Trust I, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that ____________ (the
"Holder") is the registered owner of the number set forth above of preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the ONEOK Capital Trust I [____]% Preferred
Trust Securities (liquidation amount $25 per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.4 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of [_______ __],, as the same may be amended

<PAGE>

from time to time (the "Trust Agreement") including the designation of the terms
of Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by ONEOK Inc., an Oklahoma
corporation, and [_______________], as guarantee trustee, dated as of
[________],, (the "Guarantee"), to the extent provided therein. The Trust will
furnish a copy of the Trust Agreement and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

       Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

       IN WITNESS WHEREOF, the Administrative Trustee of the Trust has executed
this certificate in the City of ________________, State of ________________ this
_____ day of _____________,.

                                          ONEOK CAPITAL TRUST I


                                          [____________________],
                                          as Administrative Trustee

                                          By:___________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                        2

<PAGE>

                                   ASSIGNMENT

         for Value Received, the undersigned assigns and transfers this
                             Preferred Security to:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                    (Insert address and zip code of assignee)

 and irrevocably appoints
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

 agent to transfer this Preferred Security Certificate on the books of the
 Trust. The agent may substitute another to act for him or her.

 Date: _________________

 Signature:

________________________________________________________________________________
 (Sign exactly as your name appears on the other side of this Preferred Security
 Certificate)

 The signature(s) should be guaranteed by an eligible guarantor institution
 (banks, stockbrokers, savings and loan associations and credit unions with
 membership in an approved signature guarantee medallion program), pursuant to
 S.E.C. Rule l7Ad-15.

                                       3