EX-4.1



 Exhibit 4.1 

ONEOK, INC. 401(k) PLAN 

AS AMENDED AND RESTATED JANUARY 1, 2014 







 ONEOK, Inc. 401(k) PLAN 

AS AMENDED AND RESTATED JANUARY 1, 2014 

TABLE OF CONTENTS 
  

							
	 ARTICLE
	  	Page
Number	 
		
	 INTRODUCTORY STATEMENT
	  	 	1	  
		
	 ARTICLE I. DEFINITIONS
	  	 	1	  
		
	 ARTICLE II. ELIGIBILITY AND PARTICIPATION
	  	 	14	  
			
	 1.
	 	Eligibility	  	 	14	  
			
	 2.
	 	Commencement of Participation	  	 	14	  
			
	 3.
	 	Participation Voluntary	  	 	15	  
			
	 4.
	 	Confirmation of Participation	  	 	15	  
			
	 5.
	 	Duration of Participation	  	 	15	  
			
	 6.
	 	Reentry of Participant	  	 	15	  
			
	 7.
	 	Breaks in Service	  	 	15	  
			
	 8.
	 	Maternity and Paternity Absences	  	 	16	  
			
	 9.
	 	Eligibility in Case of Merger, Consolidation or Acquisition	  	 	16	  
			
	 10.
	 	Participant Military Service	  	 	17	  
			
	 11.
	 	Transfer or Sponsorship of Plan	  	 	17	  
		
	 ARTICLE III. CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
	  	 	18	  
			
	 1.
	 	Company 401(k) Contributions	  	 	18	  
			
	 2.
	 	Cash or Deferral Election	  	 	18	  
			
	 3.
	 	Roth 401(k) Elective Deferrals	  	 	19	  
			
	 4.
	 	ESOP Dividend Distribution/Additional Deferral Contribution	  	 	21	  
			
	 5.
	 	Time of Contribution	  	 	22	  
			
	 6.
	 	USERRA	  	 	22	  
			
	 7.
	 	USERRA; Treatment of Differential Wage Payments	  	 	22	  
			
	 8.
	 	Heart Act Provisions	  	 	23	  
		
	 ARTICLE IV. AFTER-TAX PARTICIPANT CONTRIBUTIONS
	  	 	26	  
			
	 1.
	 	Percentage of After-Tax Deposits	  	 	26	  
			
	 2.
	 	Change of Percentage of After-Tax Deposits	  	 	26	  
			
	 3.
	 	Deposit by Payroll Deduction	  	 	27	  
			
	 4.
	 	Transfer to Trust	  	 	27	  
			
	 5.
	 	USERRA	  	 	27	  


  
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	 ARTICLE V. ROLLOVERS, TRANSFERRED ACCOUNTS
	  	 	28	  
			
	 1.
	 	Rollover of Distributions from Plan	  	 	28	  
			
	 2.
	 	Rollover from Other Plans of The Company	  	 	28	  
			
	 3.
	 	Trust to Trust Transfers From Other Plans of The Company	  	 	29	  
			
	 4.
	 	Direct Rollovers	  	 	29	  
			
	 5.
	 	Rollover of Nontaxable Distributions	  	 	32	  
			
	 6.
	 	Trust to Trust Transfers From Plans of Other Employers	  	 	32	  
			
	 7.
	 	Separately Accounted For Rollovers From Other Plans	  	 	32	  
			
	 8.
	 	Rollover to IRA for Non-Spouse Beneficiary	  	 	33	  
			
	 9.
	 	Transfer to Foreign Trust Disallowed	  	 	33	  
			
	 10.
	 	Automatic Rollover by Participants or Inactive Participants	  	 	33	  
		
	 ARTICLE VI. SUSPENSION OF SALARY REDUCTIONS, DEPOSITS
	  	 	34	  
			
	 1.
	 	Suspension of Reduction in Compensation or After-Tax Deposits by Participant for Deficiency in Compensation	  	 	34	  
			
	 2.
	 	Reinstatement of Voluntarily Suspended Reduction in Compensation or After-Tax Deposits	  	 	34	  
		
	 ARTICLE VII. COMPANY MATCHING CONTRIBUTIONS
	  	 	35	  
			
	 1.
	 	Company Matching Contributions	  	 	35	  
			
	 2.
	 	Participant’s Matching Contribution Account	  	 	36	  
			
	 3.
	 	Re-entry of Participant	  	 	36	  
			
	 4.
	 	USERRA	  	 	36	  
		
	 ARTICLE VIII. LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
	  	 	37	  
			
	 1.
	 	General	  	 	37	  
			
	 2.
	 	Limitation on Elective Deferrals; Catch-Up Contributions	  	 	37	  
			
	 3.
	 	Actual Deferral Percentage Limitations	  	 	38	  
			
	 4.
	 	Limitations on Company Matching Contributions	  	 	38	  
			
	 5.
	 	Separate Application of Limitations	  	 	39	  
			
	 6.
	 	Limitation on Allocations; Annual Additions	  	 	39	  
			
	 7.
	 	No Return or Diversion of Contributions Except for Mistake	  	 	44	  
			
	 8.
	 	Distribution of Excess Deferrals	  	 	44	  
			
	 9.
	 	Excess 401(k) Contributions	  	 	45	  
			
	 10.
	 	Excess Aggregate Contributions	  	 	46	  
			
	 11.
	 	Qualified Nonelective and Matching Contributions	  	 	48	  
			
	 12.
	 	Plan Not Dependent Upon Earnings; Company Contributions Limited to Earnings	  	 	49	  
			
	 13.
	 	Maximum Contribution	  	 	49	  
			
	 14.
	 	Application of Dollar Leveling Method	  	 	50	  


  
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	 15.
	 	Income Allocable to Excess Contributions	  	 	50	  
		
	 ARTICLE IX. INVESTMENT PROVISIONS
	  	 	51	  
			
	 1.
	 	Participant Directed Investment	  	 	51	  
			
	 2.
	 	Time of Action by Trustee on Investments	  	 	56	  
			
	 3.
	 	Participant Rights as to Options, Rights, and Warrants	  	 	56	  
			
	 4.
	 	Redemption of Nontransferable Securities	  	 	57	  
			
	 5.
	 	Manner of Holding Cash and Securities	  	 	57	  
			
	 6.
	 	Voting of Shares	  	 	57	  
			
	 7.
	 	Tender Offers	  	 	58	  
			
	 8.
	 	Section 16 Person Limitations; Discretionary Transactions	  	 	59	  
			
	 9.
	 	Employee Stock Ownership Plan (ESOP)	  	 	60	  
			
	 10.
	 	Investment Diversification of Investments	  	 	62	  
			
	 11.
	 	No Guarantee or Indemnity.	  	 	65	  
		
	 ARTICLE X. CREDITS AND CHARGES TO A PARTICIPANT’S ACCOUNT
	  	 	66	  
			
	 1.
	 	General Charges and Credits	  	 	66	  
			
	 2.
	 	ESOP Dividend Distributions	  	 	66	  
			
	 3.
	 	Calculation of Charges and Credits to Participant Accounts	  	 	67	  
			
	 4.
	 	Commissions, Taxes, and Charges on Security Purchases and Sales	  	 	68	  
			
	 5.
	 	Investment Management Fees	  	 	68	  
			
	 6.
	 	Allocation of Plan Administrative Expenses	  	 	68	  
			
	 7.
	 	Calculation of Credits for Redemption	  	 	68	  
			
	 8.
	 	Taxes	  	 	68	  
		
	 ARTICLE XI. VESTING AND LIQUIDATION OF ACCOUNTS
	  	 	69	  
			
	 1.
	 	Vesting of Participant and Company Contributions	  	 	69	  
			
	 2.
	 	Withdrawals	  	 	69	  
			
	 3.
	 	Distribution of Participant Accounts	  	 	69	  
			
	 4.
	 	Time of Distribution	  	 	70	  
			
	 5.
	 	ESOP Employer Stock Distributions	  	 	70	  
			
	 6.
	 	Participant Election to Defer Distribution	  	 	71	  
			
	 7.
	 	Individual Retirement Account Distributions	  	 	71	  
			
	 8.
	 	Sequence of Deferred Distribution of Accounts	  	 	71	  
			
	 9.
	 	Required Deferred Distribution at Age 70 1⁄2	  	 	72	  
			
	 10.
	 	Distribution of Deferred Accounts at Death of Participant	  	 	72	  
			
	 11.
	 	Required Distributions.	  	 	72	  
			
	 12.
	 	Form of Distributions	  	 	75	  
			
	 13.
	 	Participant’s Right to Demand Employer Securities	  	 	76	  
			
	 14.
	 	Qualified Domestic Relations Orders; Distributions	  	 	76	  
		
	 ARTICLE XII. WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS
	  	 	77	  


  
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	 1.
	 	Withdrawals from 401(k) Contribution Account	  	 	77	  
			
	 2.
	 	Participant Withdrawals of After-Tax Deposits	  	 	79	  
			
	 3.
	 	Withdrawal Penalty	  	 	79	  
			
	 4.
	 	Participant Withdrawals of Matching Contributions or Other Amounts	  	 	80	  
			
	 5.
	 	Sequence of Permitted Withdrawals	  	 	80	  
			
	 6.
	 	Distribution Upon Severance From Employment	  	 	80	  
			
	 7.
	 	Voluntary Withdrawal After Age Fifty-Nine and One-Half (59 1⁄2)	  	 	80	  
			
	 8.
	 	Distributions in Certain Events	  	 	80	  
			
	 9.
	 	ESOP Dividend Distributions	  	 	81	  
			
	 10.
	 	No Withdrawal of Deferred Account	  	 	81	  
			
	 11.
	 	Limited Withdrawal Rights; Pre-1999 KGS 401(k) Thrift Plan Account	  	 	81	  
			
	 12.
	 	Qualified Reservist Distribution	  	 	83	  
			
	 13.
	 	Suspension During Approved Leave of Absence	  	 	83	  
			
	 14.
	 	Effect of Termination or Suspension of Participation	  	 	83	  
			
	 15.
	 	No Forfeiture for Suspension or Termination	  	 	83	  
			
	 16.
	 	Termination of Plan	  	 	84	  
			
	 17.
	 	Valuation of Securities	  	 	84	  
			
	 18.
	 	Plan Loans	  	 	84	  
			
	 19.
	 	No Withdrawal of Loan Amount	  	 	85	  
		
	 ARTICLE XIII. BENEFICIARIES IN THE EVENT OF DEATH
	  	 	86	  
			
	 1.
	 	Surviving Spouse as Primary Beneficiary	  	 	86	  
			
	 2.
	 	Election and Consent to Alternate Beneficiary or Beneficiaries	  	 	86	  
			
	 3.
	 	Designation of Beneficiary or Beneficiaries	  	 	86	  
			
	 4.
	 	Payment and Distribution to Beneficiary or Beneficiaries	  	 	87	  
			
	 5.
	 	Rollover to IRA For Non-Spouse Beneficiary	  	 	87	  
			
	 6.
	 	Death Benefits; Qualified Active Military Service	  	 	87	  
			
	 7.
	 	Death or Disability Resulting from Active Military Service; Treatment Allowed	  	 	87	  
		
	 ARTICLE XIV. SUBSIDIARIES
	  	 	88	  
		
	 ARTICLE XV. ADMINISTRATION
	  	 	89	  
			
	 1.
	 	ONEOK, Inc. Benefit Plan Administration Committee	  	 	89	  
			
	 2.
	 	Trust, Trustee and Committee	  	 	89	  
			
	 3.
	 	Plan Fiduciaries	  	 	90	  
			
	 4.
	 	Action by the Committee	  	 	90	  
			
	 5.
	 	Costs of Plan Administration	  	 	90	  
			
	 6.
	 	Uniform and Nondiscriminatory Application	  	 	91	  
			
	 7.
	 	Summary Plan Description; Claims Procedures	  	 	91	  
			
	 8.
	 	Electronic Medium Notices and Elections; ERISA Disclosure and Reporting	  	 	92	  


  
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	 9.
	 	Recognition of Agency Relationships	  	 	93	  
			
	 10.
	 	Valuation of Trust Assets	  	 	93	  
			
	 11.
	 	Allocation and Delegation of Committee Responsibilities	  	 	93	  
			
	 12.
	 	Audit	  	 	93	  
			
	 13.
	 	Annual Reports	  	 	93	  
			
	 14.
	 	ONECU Plan Sponsorship	  	 	94	  
		
	 ARTICLE XVI. NOTICES AND OTHER COMMUNICATIONS
	  	 	95	  
			
	 1.
	 	Delivery of Notices and Other Documents	  	 	95	  
			
	 2.
	 	Delivery of Communications by Participants	  	 	95	  
		
	 ARTICLE XVII. NON-ASSIGNABILITY
	  	 	96	  
			
	 1.
	 	General	  	 	96	  
			
	 2.
	 	Loans	  	 	96	  
			
	 3.
	 	Qualified Domestic Relations Orders	  	 	96	  
		
	 ARTICLE XVIII. TERMS OF EMPLOYMENT UNAFFECTED
	  	 	97	  
		
	 ARTICLE XIX. CONSTRUCTION OF PLAN
	  	 	98	  
		
	 ARTICLE XX. EFFECTIVE DATE
	  	 	99	  
		
	 ARTICLE XXI. TOP-HEAVY RULES
	  	 	100	  
			
	 1.
	 	Minimum Contribution	  	 	100	  
			
	 2.
	 	Rate of Minimum Contribution	  	 	100	  
			
	 3.
	 	Top-Heavy Status Determination	  	 	101	  
			
	 4.
	 	Vesting	  	 	101	  
			
	 5.
	 	Definitions	  	 	102	  
		
	 ARTICLE XXII. TRANSFERRED SUBSIDIARY PLAN ACCOUNTS
	  	 	104	  
			
	 1.
	 	General	  	 	104	  
			
	 2.
	 	Separate Accounting and Accrual	  	 	104	  
			
	 3.
	 	Other Plan Provisions Applicable	  	 	104	  
			
	 4.
	 	ONEOK Drilling Plan Transferred Account Annuity Conversion	  	 	104	  
			
	 5.
	 	Distributions	  	 	105	  
			
	 6.
	 	Consent of Distribution	  	 	105	  
			
	 7.
	 	Time of Distribution	  	 	105	  
			
	 8.
	 	Qualified Joint and Survivor Annuity; Qualified Preretirement Survivor Annuity	  	 	106	  
			
	 9.
	 	Notices; Waiver Election	  	 	107	  
			
	 10.
	 	Definitions; and Applicable Rules	  	 	109	  
		
	 ARTICLE XXIII. NGC PROFIT SHARING/401(k) SAVINGS PLAN TRANSFERRED ACCOUNTS
	  	 	111	  
		
	 PART A. General Provisions/Administration of Transferred NGC Accounts
	  	 	111	  


  
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	 1.
	 	General	  	 	111	  
			
	 2.
	 	Separate Accounting and Accrual	  	 	111	  
			
	 3.
	 	Other Plan Provisions Applicable	  	 	111	  
		
	 PART B. Transferred NGC Accounts; Retirement Benefits
	  	 	111	  
		
	 PART C. Transferred NGC Accounts; Disability Benefits
	  	 	112	  
			
	 1.
	 	Disability Benefits	  	 	112	  
			
	 2.
	 	Total and Permanent Disability Determined	  	 	112	  
		
	 PART D. Transferred NGC Accounts; Severance Benefits
	  	 	112	  
		
	 PART E. Transferred NGC Accounts; Death Benefits
	  	 	113	  
		
	 PART F. Transferred NGC Accounts; Time and Form of Payment of Benefits
	  	 	113	  
			
	 1.
	 	Time of Payment	  	 	113	  
			
	 2.
	 	Standard and Alternative Forms of Benefit for Participants	  	 	115	  
			
	 3.
	 	Standard and Alternative Forms of Death Benefit	  	 	117	  
			
	 4.
	 	Cash-Out of Benefit	  	 	119	  
			
	 5.
	 	Direct Rollover Election	  	 	119	  
			
	 6.
	 	Benefits from Account Balances	  	 	120	  
			
	 7.
	 	Commercial Annuities	  	 	120	  
			
	 8.
	 	Present Value Determinations	  	 	120	  
			
	 9.
	 	Unclaimed Benefits	  	 	121	  
			
	 10.
	 	Claims Review	  	 	121	  
		
	 PART G. Transferred NGC Accounts; In-Service Withdrawals
	  	 	122	  
			
	 1.
	 	In-Service Withdrawals	  	 	122	  
			
	 2.
	 	Restriction on In-Service Withdrawals	  	 	123	  
			
	 3.
	 	Withdrawal Exception Following Termination	  	 	124	  
		
	 PART H. Definitions
	  	 	124	  
			
	 1.
	 	Annuity Starting Date	  	 	124	  
			
	 2.
	 	Eligible Surviving Spouse	  	 	124	  
			
	 3.
	 	Normal Retirement Date	  	 	125	  
			
	 4.
	 	Transferred NGC After-Tax Account	  	 	125	  
			
	 5.
	 	Transferred NGC Before-Tax Account	  	 	125	  
			
	 6.
	 	Transferred NGC Rollover Contribution Account	  	 	125	  
			
	 7.
	 	Vested Interest	  	 	125	  
		
	 ARTICLE XXIV. MODIFICATION AND TERMINATION
	  	 	126	  
		
	 1. Amendment and Termination of Plan
	  	 	126	  


  
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	 2.
	 	Limit to Effect of Modification	  	 	126	  
			
	 3.
	 	Participant Rights in Case of Modification	  	 	126	  
			
	 4.
	 	Nonforfeitability	  	 	126	  
			
	 5.
	 	Termination Distributions	  	 	127	  
			
	 6.
	 	Transfer or Sponsorship of Plan	  	 	127	  
		
	 ARTICLE XXV. ONE GAS 401(k) PLAN TRANSFER PROVISIONS
	  	 	128	  
			
	 1.
	 	Definitions	  	 	128	  
			
	 2.
	 	Applicability of Benefits	  	 	129	  


  
 vii 








 ONEOK, Inc. 401(k) PLAN 

AS AMENDED AND RESTATED JANUARY 1, 2014 

INTRODUCTORY STATEMENT 

This Plan is an amendment, restatement, and continuation of the Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries. This amended and
restated Plan replaces all prior documents and amendments, and is effective as of the Effective Date determined by the Board of Directors of ONEOK, Inc. and its subsidiaries. 

ONE Gas, Inc. is a subsidiary of ONEOK, Inc. and, as such, certain ONE Gas Employees and Former ONE Gas Employees (as such terms are defined
in Article XXV) were Participants in the Plan prior to January 1, 2014. On November 13, 2013, this Plan was amended, effective for periods after December 31, 2013, to exclude ONE Gas Employees and Former ONE Gas Employees from
participating in the Plan and to transfer, effective January 1, 2014, all liabilities under this Plan for such Participants to the ONE Gas Inc. 401(k) Plan. Accordingly, after December 31, 2013, ONEOK, Inc., this Plan and any successors
thereto shall have no further obligation or liability to any ONE Gas Employee or Former ONE Gas Employee with respect to any benefit, amount or right due under this Plan and ONE Gas Employees and Former ONE Gas Employees shall be entitled to
benefits solely from the ONE Gas Inc. 401(k) Plan. No individual is entitled to a benefit under both this Plan and the ONE Gas Inc. 401(k) Plan. 

The purposes of the Plan and the Trust established thereunder are to provide for deferred compensation and benefits for eligible employees
through a qualified profit-sharing plan and, in part, with respect to the investment in securities of ONEOK, Inc., through an employee stock ownership plan which constitutes a qualified stock bonus plan. The Plan is intended in all respects to be
qualified under the Internal Revenue Code of 1986, as amended. 
 ARTICLE I. 

DEFINITIONS 
 As used in this Plan, unless
otherwise required by the context, the following words and phrases shall have the meanings indicated: 
 PARAGRAPH 

1. 401(k) Contribution 
 The amount contributed by the
Company in accordance with paragraphs 1., 2., and 3. of Article III. 
 2. 401(k) Contribution Account 

The account of a Participant established and maintained for 401(k) Contributions of the Company made for such Participant in accordance with paragraph 2. of
Article III. 

  
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 3. Accrued Benefit 

The balance of all accounts established and maintained for a Participant pursuant to this Plan. A Participant’s Accrued Benefit from Company contributions
as of any applicable date is the excess, if any, of the Accrued Benefit of such Participant as of such date over the Accrued Benefit of such Participant derived from contributions made by such Participant on such date; and the Accrued Benefit
derived from contributions made by a Participant as of any applicable date is the balance of the Participant’s Accounts consisting only of his/her contributions and the income, expenses, gains and losses attributable thereto. 

4. Actual Deferral Percentage 
 The Actual Deferral
Percentage for a specified group of Employees (either Highly Compensated Employees or all other Employees eligible to participate in this Plan who are not Highly Compensated Employees) for a Plan Year is the average of the ratios, calculated
separately for each employee in such group, of the amount of the Employer’s 401(k) Contribution paid on behalf of each such Employee for the Plan Year to such Employee’s Compensation for the Plan Year. The Employer may, from time to time
in its discretion, and to the extent permitted by Section 401(k) of the Code, calculate such ratios by adding to the 401(k) Contribution for such Employee the Matching Contribution paid for the benefit of such Employee and qualified nonelective
contributions (within the meaning of Code Section 401(m)(4)(C)). 
 5. After-Tax Deposits 

The deposits and contributions of Participants made to this Plan pursuant to paragraph 1. of Article IV. 

6. Applicable Individual 
 An Applicable Individual is
(i) any Participant in the Plan, (ii) any beneficiary who has an account under the Plan with respect to which the beneficiary is entitled to exercise the rights of a Participant. 

7. Bargaining Unit Employee 
 Any Employee who is
represented by a collective bargaining unit which includes Group A Bargaining Unit Employees and Group B Bargaining Unit Employees; with “Group A Bargaining Unit Employees”, meaning any Employee who is represented by Locals 12561, 13417,
and 14228, of the United Steel Workers; and “Group B Bargaining Unit Employees”, meaning any Employee who is represented by Local 304 of the International Brotherhood of Electrical Workers. 

8. Bargaining Unit Participant 
 Any Participant who is a
Bargaining Unit Employee. Effective January 1, 2014, Bargaining Unit Employees are not eligible to participate in the Plan. 

  
 2 








 9. Board or Board of Directors 

The Board of Directors of the Company. 
 10. Catch-Up
Contribution 
 Elective Deferrals made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are
aged fifty (50) or over by the end of their taxable years, pursuant to Code Section 414(v). 
 11. Code 

The Internal Revenue Code of 1986, as amended. 
 12. Committee

 The ONEOK, Inc. Benefit Plan Administration Committee authorized by the Board of Directors to administer the Plan in accordance with paragraph 1. of
Article XV hereof. 
 13. Company 
 ONEOK, Inc., an
Oklahoma corporation, and its Subsidiaries. 
 14. Company Matching Contributions 

The matching contribution made by the Company pursuant to Article VII of the Plan with respect to the Reductions in Compensation and After-Tax Deposits of the
Participant. 
 15. Compensation 
 A. Non-Bargaining
Unit Participants. The total annual base salary plus any lump sum merit pay and promotion awards, gainshare awards, cash incentive compensation, commissions, overtime pay, and shift differentials paid to a Participant by the Company, but
excluding amounts deferred contributed by the Company or deferred by the Participant under a plan of deferred compensation to the extent that such contributions or deferrals are not includible in gross income of the Participant for the taxable year
in which contributed or deferred. Provided, that any reduction in salary elected and deferred by the Participant under the cash or deferred arrangement of Article III of the Plan or under Code Sections 125, 132(f)(4), 402(e)(8) and 457 pursuant to
the employee benefit plans of the Company shall be included in determining compensation hereunder. For purposes of this definition incentive compensation shall be treated as paid to a Participant at the time of actual payment. Provided, further,
that the annual compensation of each Participant taken into account under this Plan for any year shall not exceed two hundred sixty thousand dollars ($260,000) in the years beginning after December 31, 2013, (such two hundred sixty thousand
dollars ($260,000) amount to be adjusted to reflect increases in the cost-of-living in accordance with Code Sections 401(a)(17) and 415(d)). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months,
over which compensation is determined (determination period) beginning in such calendar year. Provided, further, that the annual compensation of each Participant taken into account under Plan shall not exceed $260,000 and such $260,000 amount shall
be adjusted to reflect increases in the cost-of-living in accordance with Code Sections 401(a)(17) and 415(d). 

  
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 B. If a determination period consists of fewer than 8 months, the Annual Compensation and Adjusted Total
Compensation limit is an amount equal to the otherwise applicable Annual Compensation and Adjusted Total Compensation limit multiplied by a fraction, the numerator of which is the number of months in the short determination period, and the
denominator of which is 12. 
 C. Increase in Compensation Limit. The annual compensation of each Participant taken into account in determining
allocations shall not exceed Two Hundred Sixty Thousand Dollars ($260,000), as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means compensation during the Plan Year or such other
consecutive 12-month period over which compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that
begins with or within such calendar year. 
 16. Controlled Affiliate Business Organization 

Any business organization or entity (including, without limitation, a corporation, general partnership, limited partnership, or limited liability company) that
is in one or more chains of such organizations conducting trades or businesses connected through ownership of a 100 percent ownership interest in which (i) ONEOK, Inc., an Oklahoma corporation, is the common parent business organization and
(ii) a 100 percent ownership interest in each of the organizations, except ONEOK, Inc., is owned directly by one or more of the other organizations, and (iii) ONEOK, Inc. owns a 100 percent ownership interest in at least one of the other
organizations. For purposes of the foregoing provisions of this definition, “100 percent ownership interest” means, in the case of an organization which is a partnership or limited liability company, ownership of 100 percent of the profits
interest or capital interest of such partnership or limited liability company. 
 For the period beginning after December 31, 2013 through the
Separation, Controlled Affiliate Business Organization shall include the ONE Gas Group (as such term is defined in Article XXV). After the Separation, Controlled Affiliate Business Organization shall not include the ONE Gas Group. 

17. Designation Date 
 The Designation Date under the Plan
with respect to any particular election or other action required or allowed to be taken, elected or confirmed on or before the Designation Date, shall mean and be the next regular payroll date that is established and scheduled to occur for the
periodic payment of salaries, wages and compensation to Employees by the Company. 
 18. Dividends 

All cash, stock, rights or other property distributed by the Company pro rata to holders of any class of its capital stock. 

  
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 19. ERISA 

Employee Retirement Income Security Act of 1974, as amended. 

20. ESOP Dividend Distribution 
 A payment in cash of ESOP
Dividends to a Participant and/or distribution in cash to a Participant of ESOP Dividends paid to the Trust of the Plan, on ONEOK, Inc. Common Stock in the Participant Account of such Participant (and such payments and distributions to a retired or
terminated Employee) pursuant to paragraph 2. of Article X. 
 21. ESOP Dividend/401(k) Deferrable Amount 

The maximum amount which may be deferred by a Participant with respect to an ESOP Dividend Distribution paid and distributed to such Participant under the
provisions of paragraph 3.A. of Article III, and the applicable limitations of the Plan and the Code pertaining to cash or deferral elections by a Participant. 

22. ESOP Dividend Distribution/Additional Deferral 
 An
elective deferral of Compensation made by a Participant with respect to an ESOP Dividend Distribution paid and distributed to such Participant, as provided in paragraph 3. of Article III. 

23. ESOP Dividend Distribution/Additional Deferral Contribution 

The amount contributed by the Company to the Trust of the Plan with respect to the ESOP Dividend Distribution/Additional Deferral made and elected by a
Participant under paragraph 3. of Article III. 
 24. ESOP Dividends 

The dividends paid to Participants or to the Trust of the Plan on ONEOK, Inc. Common Stock in the Participant Account of such a Participant, or a retired or
terminated Employee. 
 25. Effective Date 
 The date
upon which the Plan initially became effective (or was last restated, as applicable), as determined by the Board of Directors in the manner provided in Article XX hereof. 

26. Elective Deferrals 
 With respect to any taxable year,
the sum of (i) any employer contribution under a qualified cash or deferred arrangement (as defined in Code Section 401(k)) to the extent not includible in gross income for the taxable year under Code Section 402(e)(3) (determined
without regard to Code Section 402(g)), (ii) any Roth Elective Deferral made pursuant to the Plan and Code Section 402A, (iii) any employer contribution to the extent not includible in gross income for the taxable year under Code
Section 402(h)(1)(B) (determined without regard to Code Section 402(g)), and (iv) any employer contribution to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement (within the meaning of Code
Section 3121(D), except as provided in Code Section 402(g)(3)). 

  
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 27. Employee 

Any person employed by the Company, including officers and others engaged in the management of the business, provided such person is in active service of the
Company; but not including Directors who are not officers of the Company, and not including Independent Contractors and Leased Employees. To the extent required by the Code, Leased Employees shall be considered as employees of the Company for
purposes of determining if the Plan meets participation, coverage or other applicable requirements for qualification of the Plan under Code Section 401, but such Leased Employees are not eligible to participate in the Plan, and are excluded
from the definition of Employee under this paragraph. For purposes of determining eligibility to participate in the Plan, a person’s status as a common law employee shall be determined at the relevant time by the Company, without regard to any
subsequent reclassification of the Employee by any court, administrative body, agency or other entity. 
 28. Employee Contribution Account 

An amount to be separately accounted for and maintained for each Participant to which all Participant After-Tax Deposits (other than those accounted for and
maintained as his/her Separate Section 72(d) Employee Contribution Account), and all earnings, income, expenses, gains, and losses attributable thereto shall be charged and credited pursuant to of Article X hereof. 

29. Employee Stock Ownership Plan 
 That portion of the
Plan under which Employee Stock Ownership Plan (ESOP) Participant Accounts are invested in ONEOK, Inc. Common Stock pursuant to paragraph 1., Article IX, and held and administered in accordance with the provisions of paragraph 9. of Article IX, and
other pertinent provisions of the Plan. 
 30. Employer Contribution Account 

An amount to be separately accounted for and maintained for each Participant to which all Company contributions for such Participant and all earnings,
expenses, gains, and losses attributable thereto shall be charged and credited. 
 31. Excess Aggregate Contributions 

With respect to any Plan Year, the excess of (i) the aggregate Contribution Percentage Amounts taken into account in computing the numerator of the
Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over (ii) the maximum Contribution Percentage Amounts permitted by the Actual Contribution Percentage test (determined by reducing contributions
made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages). Such determination shall be made after first determining Excess Elective Deferrals and then determining Excess
Contributions. 

  
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 32. Excess Contributions 

The excess with respect to any Plan Year of (i) the aggregate amount of Company contributions actually paid over to the Trust of the Plan on behalf of
Highly Compensated Employees and taken into account in computing the Actual Deferral Percentage for such Highly Compensated Employees for such Plan Year over (ii) the maximum amount of such contributions permitted under Code Section 401(k)
discrimination limitations under Code Section 401(k)(3)(A)(ii) (determined by reducing contributions made on behalf of Highly Compensated Employees in order of the Actual Deferral Percentages beginning with the highest of such percentages).

 33. Excess Deferrals 
 Any amount of Elective
Deferrals of any Participant which is included in such Participant’s gross income pursuant to the limitation on the exclusion of such Elective Deferrals provided in Code Section 402(g)(1). 

34. Highly Compensated Employee 
 The term “Highly
Compensated Employee” means any Employee who: (1) was a five-percent (5%) owner at any time during the year or the preceding year, or (2) for the preceding year had compensation from the Company in excess of one-hundred fifteen
thousand ($115,000) and, if the Company so elects, was in the top-paid group for the preceding year. The hundred and fifteen thousand dollar ($115,000) amount is adjusted at the same time and in the same manner as under Code Section 415(d),
except that the base period is the calendar quarter ending September 30, 1996. For purposes of the foregoing the “applicable year” of the Plan for which a determination is being made is called a “determination year” and the
preceding 12-month period is called a look-back year. A highly compensated former employee shall be determined and based on the rules applicable to determining Highly Compensated Employee status as in effect for a determination year, in accordance
with Treasury Regulation § 1,414(q)-1T, A-4 and Internal Revenue Service notice 97-45. An Employee shall be treated as a five-percent (5%) owner for any year if at any time during such year such Employee was a five-percent (5%) owner
(as defined in Code Section 416(i)(1)) of the Company. An Employee is in the top-paid group of Employees for any year if such Employee is in the group consisting of the group consisting of the top twenty percent (20%) of the Employees when
ranked on the basis of compensation paid during such year. 
 For purposes of this paragraph, the term “compensation” means compensation within
the meaning of Code Section 415(c)(3). 
 For purposes of determining the number of Employees in the top-paid group, there shall be excluded
(i) Employees who have not completed six (6) months of service, (ii) Employees who normally work less than 17 1⁄2 hours per week,
(iii) Employees who normally work during not more than six (6) months during any year, (iv) Employees who have not attained age 21, and (v) except to the extent provided in Treasury regulations, Employees who are included in a
unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the Company. 

  
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 35. Hours of Service 

All hours for which the Employee is either directly or indirectly compensated by the Company for performing duties for the Company. These hours are to be
credited to the Employee in the computation period during which the duties were performed and not when paid. The determination of the Hours of Service for reasons other than the performance of duties shall be made in accordance with
Section 2530.200b-2(b) of the Department of Labor regulations. The determination of the computation to which the Hours of Service are credited shall be made in accordance with Section 2530.200b-2(c) of Department of Labor regulations.
Credit is also to be given for each hour of back pay for which back pay has been awarded or agreed to by the Employer, and these hours are to be credited to the Employee in the computation period during which the duties were performed and not paid.
An Employee should be credited with Hours of Service for any customary period of work based upon a forty (40)-hour week or pro rata portion thereof, during which the Employee is absent for any authorized reason in accordance with established Company
policy and procedure, is laid off for a temporary period, is on a Company-approved leave of absence, or sick or disability leave, is on jury or military duty, or is not working due to a labor-management dispute. The clause shall be construed so as
to resolve any ambiguities in favor of crediting Employees with Hours of Service. 
 36. Independent Contractor 

Any person, exercising and engaging in a business or occupation separate from and independent of the Company, who by mutual agreement with the Company is not
to be otherwise treated as an Employee for payroll, compensation, employee benefits, or similar purposes, and who is engaged or contracted to perform a certain job or services for the Company, but according to his/her own methods, and without being
subject to the control or supervision of the Company, except as to specification of the product or result of his/her work or services for which he/she is contracted. 

37. KGS 401(k) Thrift Plan 
 The ONEOK, Inc. KGS 401(k)
Thrift Plan, heretofore sponsored by the Company, which became effective on the effective date of the strategic alliance between ONEOK Inc., a Delaware corporation and Western Resources, Inc. and the merger of said ONEOK, Inc. with and into WAI,
Inc., an Oklahoma corporation. 
 38. Leased Employee 

A person who otherwise is not an Employee, but who provides services for the Company and such services are provided pursuant to an agreement between the
Company and any other person (leasing organization), and such person has performed such services for the Company (or for the Company and a related person determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis
for at least one (1) year, and such services are performed under primary direction and control of the Company. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the
Company shall be treated as provided by the Company. 

  
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 A Leased Employee shall not be considered an employee of the Company if: (i) such employee is covered by a
money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction
agreement which are excludable from the employee’s gross income under section 125, section 402(e)(3), section 402(h)(1)(B) or section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than 20 percent of the Company’s non-highly compensated work force. 
 Leased Employees shall be
considered as employees of the Company for the purpose of determining if the Plan meets participation, coverage or other applicable requirements for qualification of the Plan under Code Section 401, but such Leased Employees are not eligible to
participate in the Plan, and are excluded from the definition of “Employee” in paragraph 24 of this Article I, above. 
 39. Matching
Contribution Percentage 
 The average of the ratios (calculated separately for each Employee in such group) of (i) the sum of the Company Matching
Contributions and Participant After-Tax Deposits paid under the Plan on behalf of each such Employee for the Plan Year, to (ii) the Employee’s Compensation (within the meaning of Code Section 414(s) for such Plan Year; with the
Company having the election to take into account (in computing such percentage) elective deferrals and qualified nonelective contributions (as defined in Code Section 401(m)(4)(C) under this Plan or any other plan of the Company, to the extent
allowed by regulations. 
 40. Matching Contributions 

The matching contribution made by the Company pursuant to Article VII of the Plan with respect to the Reductions in Compensation and After-Tax Deposits of the
Participant. 
 41. Non-Bargaining Unit Employee 
 Any
Employee who is not represented by a collective bargaining unit, and is not a Bargaining Unit Employee. 
 42. Non-Bargaining Unit Participant 

Any Participant who is a Non-Bargaining Unit Employee. 
 43.
One-Year Break in Service 
 A twelve (12)-consecutive-month period of time commencing on any anniversary date of original employment and ending twelve
(12) consecutive months thereafter, during which the Employee has not completed more than five hundred (500) Hours of Service. 
 43A. ONE Gas

 ONE Gas, Inc., an Oklahoma corporation, and its Subsidiaries 

  
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 44. Participant 

An Employee who has satisfied the eligibility requirements of the Plan and has elected to participate in the Plan. 

45. Participant Account 
 All cash and other assets held
by the Trustee under the Plan in the accounts maintained under the Trust for the particular Participant. 
 46. Plan 

This ONEOK, Inc. 401(k) Plan, as amended and restated. Prior to January 1, 2014, the Plan was known as the Thrift Plan for Employees of ONEOK, Inc. and
Subsidiaries. 
 47. Plan Year 
 A twelve
(12) month period commencing on January 1 of each year and ending on the subsequent December 31. 
 48. Pre-1987 Employee Contribution
Account 
 That part of a Participant’s Employee Contribution Account, which existed, and the balance of which remained unwithdrawn on
December 31, 1986. 
 49. Pre-1999 KGS 401(k) Thrift Plan Account 

That part of a Participant’s (or former Employee’s) Transferred KGS 401(k) Thrift Plan Account which existed, and of which the balance remained
unwithdrawn under the KGS 401(k) Thrift Plan on December 31, 1998. 
 50. Pre-1999 ONEOK Thrift Plan Account 

That part of a Participant’s (or former Employee’s) Account which existed, and of which the balance remained unwithdrawn under the Prior ONEOK, Inc.
Thrift Plan on December 31, 1998. 
 51. Prior ONEOK, Inc. Thrift Plan 

This Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries as in effect immediately prior to the merger thereof with the KGS 401(k) Thrift Plan, and
amendment and restatement thereof effective on and after January 1, 1999. 
 52. Qualified Default Investment Alternative 

An investment option established and maintained under the Plan that shall be administered as more particularly described in paragraph 1.B. of Article IX, and
as so defined therein. 

  
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 53. Qualified Matching Contributions 

Matching Contributions, which are subject to the distribution and nonforfeitability requirements under Code Section 401(k) when made. 

54. Qualified Non-Elective Contributions 
 Contributions
(other than Matching Contributions or Qualified Matching Contributions) made by the Company and allocated to Participants’ accounts that Participants may not elect to receive in cash until distributed from the Plan, that are nonforfeitable when
made; and that are distributable only in accordance with the distribution provisions that are applicable to Elective Deferrals and Qualified Matching Contributions. 

55. Qualified Reservist Distribution 
 A distribution of a
Participant’s 401(k) Contribution Account if the Participant was (by reason of being a member of a reserve component (as defined in section 101 of title 37, United States Code)) ordered or called to active duty after September 11, 2001,
for a period in excess of 179 days or for an indefinite period, and such distribution is made after the date of such order or call to active duty period, and to the extent allowed in accordance with Code Section 401(k)(2)(B)(i)(V) and
regulations under that Section. 
 56. Qualifying Employer Stock (and/or Qualifying Employer Security(ies) 

The common stock of ONEOK, Inc. which is a security readily tradable on an established securities market, within the meaning of Code Section 409((l). 

57. Reduction in Compensation 
 The reduction in
Compensation payable to the Employee by the Company, which is elected voluntarily by the Employee under paragraphs 1. and 2. of Article III, but not including any deemed elected additional deferral for Non-Bargaining Unit Participants made under
paragraph 3. of Article III. 
 58. Retained Participant Account 

The account of a Participant in this Plan which is or has been retained in the Trust of this Plan by the election of a former Participant in Part A of the
ONEOK Inc. and Subsidiaries Employee Savings Plan. 
 59. Roth 401(k) Elective Deferral 

An elective deferral of a Participant made pursuant to the provisions and requirements set forth in paragraph 3. of Article III, and more specifically defined
in paragraph 3.F. of Article III. 

  
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 60. Roth 401(k) Elective Deferral Account 

A separate account maintained for each Participant who elects to make a Roth 401(k) Elective Deferral which account shall be created, maintained and
administered as provided in paragraph 3. of Article III. 
 61. Salaried Employee 

An Employee whose basic rate of compensation or pay, as stated in the payroll records of the Company, is a fixed monthly or annual salary and not an hourly
rate of pay for services performed. 
 62. Section 16 Person 

A person subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, with respect to equity securities of the Company. 

63. Separate Section 72(d) Employee Contribution Account 

An amount to be separately accounted for and maintained for each Participant to which all Participant After-Tax Deposits made after January 1, 1988, shall
be allocated and credited, and to which all earnings, income, expense, gains, and losses attributable thereto shall be separately charged and credited after that date pursuant to paragraphs 1. and 3. of Article X, and Code Section 72(d). 

64. Severance of Employment 
 An Employee has a
“severance from employment” when the Employee ceases to be an Employee of the Employer maintaining the Plan. An Employee does not have a severance from employment if, in connection with a change of employment, the Employee’s new
employer maintains the Plan with respect to the employee. 
 65. Spouse 

A Spouse is a person of the same sex or opposite sex to whom the Participant is married if their marriage was validly entered into in a state or foreign
country whose laws authorized the marriage even if the couple lives in a state that does not recognize the validity of their marriage. 
 66. Subsidiary
(and Subsidiaries) 
 A Subsidiary Corporation or a Controlled Affiliate Business Organization of ONEOK, Inc., as herein defined. For the period
beginning after December 31, 2013 through the Separation (as defined in Article XXV), Subsidiary Corporation shall include the ONE Gas Group (as defined in Article XXV). After the Separation, Subsidiary shall not include the ONE Gas Group. 


  
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 67. Subsidiary Corporation 

Any corporation that is in one or more chains of includible corporations connected through stock ownership in which (i) ONEOK, Inc., an Oklahoma
corporation, is the common parent corporation (ii) ONEOK, Inc. owns directly stock in at least one (1) of the other includible corporations possessing not less than 100 percent of the total voting power of such corporation, or having a
value equal to 100 percent of the total value of the stock of such corporation (“applicable ownership level”), and (iii) stock at such applicable ownership level in each of the includible corporations (except said ONEOK, Inc.) is
owned directly by one (1) or more of the other includible corporations. 
 68. Transferred 401(k) Account 

The account of a Participant in this Plan which is transferred to and made a part of the Trust of this Plan incident to the merger and consolidation of such
Trust with the Trust of Part B of the ONEOK, Inc. and Subsidiaries Employee Savings Plan, as provided in paragraph 2. of Article V. 
 69. Transferred
KGS 401(k) Thrift Plan Account 
 The account of a Participant in this Plan, or of a former Participant transferred to and made a part of the Trust of
this Plan incident to the merger of such Trust with the Trust of the KGS 401(k) Thrift Plan. 
 70. Trust 

The Trust established for the receiving, holding, investing, and disposing of the Participant deposits, Company contributions, and any earnings thereon under
this Plan, and any predecessor plan. 
 71. Trustee 

The Trustee under the Plan hereinafter named in paragraph 2. of Article XV or any successor to said Trustee. 

72. USERRA 
 The Uniformed Service Employment and
Reemployment Rights Act, 38 United States Code, §§ 4301, et seq. 
 73. Year of Service 

A twelve (12) month period, beginning on the date the Employee Commenced employment with the Employer and ending twelve (12) months thereafter, or
any subsequent twelve (12) month period beginning on any anniversary of the employment commencement date and ending twelve (12) months thereafter, during which an Employee has completed at least one thousand (1,000) Hours of Service.
Provided that, upon employment by the Company, for purposes of determining an Employee’s eligibility to participate in the Plan, and subject to the foregoing definition of a Year of Service, a Year of Service with any member of a controlled
group (as described in Section 414(b) of the Internal Revenue Code of 1986, or similar provisions in succeeding enactments) of which the Company is also a member shall be deemed to be a Year of Service with the Company, whether or not such
other member of the controlled group shall have adopted this or any other Plan. 

  
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 ARTICLE II. 

ELIGIBILITY AND PARTICIPATION 

PARAGRAPH 
 1. Eligibility 

Except as hereinafter otherwise provided, participation in the Plan shall be open to any Non-Bargaining Unit Employee upon and after his/her commencement of
employment with the Company; Company Matching Contributions with respect to Non-Bargaining Unit Participants shall be made upon and after commencement of participation in the Plan for Plan Years beginning on and after January 1, 2008, as
provided in Article VII of the Plan. An Employee in active employment at the effective date of any amendment of the Plan who would have been eligible to participate at an earlier date under the previous Plan provisions governing eligibility and time
of service, shall become eligible at such earlier date. Any Employee who prior to January 1, 1999, was eligible to participate in, or who was a participant in the Prior ONEOK, Inc. Thrift Plan, or the KGS 401(k) Thrift Plan shall be eligible to
participate in this Plan on and after January 1, 1999. Any Employee eligible to participate in a qualified pension or profit-sharing plan of the Company from which a rollover or trust to trust transfer is approved, or with which a merger and
consolidation is approved, shall be eligible to participate in this Plan;. The Plan shall not have a maximum age condition or limitation on participation, shall not exclude from participation (on the basis of age) any Employees who have attained any
specified age; and allocations to a Participant’s Account under the Plan shall not be ceased, and the rate at which amounts are allocated to a Participant’s Account shall not be reduced because of the attainment of any age; provided, that
such requirements relating to no maximum age for participation and accrual of benefits shall be coordinated to the extent provided in Treasury Regulations with the requirements of Code Sections 404, 410, and 415, and the Code provisions precluding
discrimination in favor of Highly Compensated Employees. 
 Notwithstanding the foregoing, the term “Employee” for purposes of eligibility shall
exclude the following classes of individuals: 
 Individuals hired on a temporary basis or as interns and who do not complete a Year of Service. 

2. Commencement of Participation 
 Subject to Article
XXIV, an Employee who is eligible on or before the Consolidated Plan Effective Date of the Plan may commence his/her initial Participation therein as of that date. Any Employee who prior to January 1, 1999, was eligible to participate in, or
who was a participant in the Prior ONEOK, Inc. Thrift Plan or the KGS 401(k) Thrift Plan shall be eligible to participate in this Plan on and after January 1, 1999. Any other eligible Employee may commence initial participation as of the date
he/she becomes eligible if it is the first day of a month and he/she completes enrollment in the Plan or before that day, or otherwise as of the first day of the calendar month next following the month in which he/she becomes eligible; provided,


  
 14 








 
however, that no Employee who is on authorized leave of absence on the date he/she becomes eligible may commence to participate in the Plan until the first day of the calendar month following
his/her return to active service; and provided, further, that such Employee may in any event participate in the Plan not later than the earlier of the first day of the Plan Year after such Employee has met the requirements for eligibility under this
Plan, or six (6) months after the day such requirements are met. Any eligible Employee who does not commence to participate in the Plan on the earliest date when he/she is eligible to do so may thereafter commence participation as of the first
day of the calendar month following the month in which he/she elects to participate and makes application to do so to the Company. Commencement of participation in the Plan by an eligible Employee shall be accomplished by his/her election to make
deposits or a Reduction in Compensation, as hereinafter provided. 
 3. Participation Voluntary 

Participation in the Plan by eligible Employees shall be voluntary. A Participant may become temporarily ineligible to participate in the event of termination
or suspension of his/her participation pursuant to the terms of the Plan. 
 4. Confirmation of Participation 

Each Employee at the time of becoming a Participant in the Plan shall be given or provided direct electronic access to a copy of the Plan and/or summary plan
description of the Plan as effective at that time. As a condition of becoming a Participant in the Plan an Employee shall either sign an instrument in such form as prescribed by the Committee or otherwise provide by electronic or other medium
prescribed by the Committee a statement satisfactory to the Committee evidencing the fact that the Employee intends to be a Participant and he/she accepts and agrees to all the provisions of the Plan; and the Committee may also require by such means
the consent of the spouse of the Participant if the Participant is married and the primary beneficiary designated is not the spouse of the Participant. 

5. Duration of Participation 
 After an Employee has
satisfied the eligibility requirements and has elected to participate in the Plan, participation in the Plan shall continue until the employer-employee relationship is terminated between the Company and the Participant, except as provided in the
case of voluntary or involuntary Participant suspension or voluntary or involuntary Plan termination. 
 6. Reentry of Participant 

If a former Participant whose employment has terminated shall be rehired as an Employee, he/she shall be entitled to reenter the Plan as a Participant on the
first day of the month next following such reemployment. 
 7. Breaks in Service 

If an Employee who has not satisfied the eligibility requirements of the Plan and whose employee relationship with the Company has been terminated, is
subsequently reemployed, he/she shall again be eligible to participate in the Plan, and to commence to participate in 

  
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accordance with paragraphs 1. and 2. of this Article II. Notwithstanding the foregoing eligibility provisions, or any other provisions of this Plan, an Employee’s prior Years of Service
shall always be considered in determining the satisfaction of the eligibility requirements if such termination period is not a period of consecutive One (1)-year Breaks in Service which equals or exceeds the greater of five (5), or the aggregate
number of Years of Service before such termination period. If any Years of Service are not required to be taken into account by reason of a period of Breaks in Service to which the foregoing provisions of this paragraph 7. apply, such Years of
Service shall not be taken into account in applying such provisions to a subsequent period of Breaks in Service. 
 8. Maternity and Paternity Absences

 Any period of absence from work, not exceeding the hours described in subparagraphs A. and B., below, by an Employee for any period by reason of the
pregnancy of the Employee; by reason of the birth of a child of the Employee; by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or for the purpose of caring for such child for a
period beginning immediately following such birth or placement shall be treated as Hours of Service, solely for purposes of determining whether a One (1)-year Break in Service has occurred with respect to Years of Service for purposes of eligibility
for participation in this Plan. The Hours of Service described in this paragraph 8. are: 
 A. the Hours of Service which otherwise would normally have been
credited to such Employee but for such absence, or 
 B. in any case where the Committee is unable to determine the hours described in subparagraph A.,
above, eight (8) hours per normal workday of service, except that the total number of hours treated as Hours of Service under this paragraph 8. shall not exceed five hundred one (501) hours. 

Provided, that no credit will be given pursuant to this paragraph 8. unless the individual furnishes to the Committee such timely information as it may
reasonably require to establish that the absence from work is for reasons referred to hereinabove, and the number of days for which there was such absence. 

The hours described in this paragraph 8. shall be treated as Hours of Service only in the year in which the absence from work begins, if an Employee would be
prevented from incurring a One (1) year Break in Service in such year solely because the period of absence is treated as Hours of Service as hereinabove provided; or in any case, in the immediately following year. For purposes of application of
the foregoing rules in this paragraph 8. the term “year” means the twelve (12) month period beginning on the first day of employment with the Company and each anniversary thereof. 

9. Eligibility in Case of Merger, Consolidation or Acquisition 

The Board of Directors, or the Committee at the Board of Directors’ direction, shall determine on a uniform and nondiscriminatory basis, in accordance
with any agreement to which the Company shall be a party, or by which it shall be bound, and in a manner not inconsistent with law, which persons, if any, who become employees of the Company as a result of a merger or consolidation or the
acquisition of a substantial portion of the assets or stock of a corporation shall be eligible for participation in this Plan. 

  
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 Where in connection with a merger, consolidation, or acquisition of assets, property or stock by the Company from
or of another corporation or entity, individuals who were employees of such other corporation or entity become Employees of the Company, the Board of Directors, or the Committee at the Board of Directors’ direction, may determine on a uniform
and nondiscriminatory basis, in accordance with any agreement to which the Company shall be a party, or by which it shall be bound, and in a manner not inconsistent with law, whether employment with such other corporation or entity preceding such
transaction or the Company’s acquisition of stock of, or property from it, shall be deemed to be employment for eligibility purposes under this Plan; provided, that the determination of deemed service for eligibility or similar determinations
in any particular instance of the acquisition of stock or assets by the Company pursuant to the foregoing provisions of this paragraph 9., shall not be effective or control with respect to the employees of any other corporation in any prior or
subsequent acquisition of stock or assets of another corporation by the Company. 
 10. Participant Military Service 

Notwithstanding any provisions of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service of an
employee will be provided in accordance with the special rules relating to veterans’ reemployment rights under USERRA in Code Section 414(u). 

11. Transfer or Sponsorship of Plan 
 The Plan is
sponsored by the Company for the exclusive benefit of the employees of the Company and its Subsidiaries and their subsidiaries and their beneficiaries. Any transfer of sponsorship of the Plan to a successor employer may be permissible in connection
with the acquisition of business assets or operations, but such a transfer of sponsorship of the Plan shall not be made if it is not in connection with the acquisition of business assets or operations or if substantially all business risks and
opportunities under the transaction are those associated with the transfer of the sponsorship of the Plan. 

  
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 ARTICLE III. 

CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS 

PARAGRAPH 
 1. Company 401(k) Contributions 

The Company shall contribute to the Trust for each Plan Year, that portion of the net earnings of the Company for that year equal to the amount of the
Reduction in Compensation elected by each Participant, and ESOP Dividend Distribution/Additional Deferral Contribution elected and agreed to and deemed elected by each Participant pursuant to paragraphs 2. and 3. of this Article III, to the extent
provided therein. Such contributions shall be the Company’s 401(k) Contribution for the Participant 
 2. Cash or Deferral Election 

A. Non-Bargaining Unit Participants. 
 1.
Each Employee who is a Non-Bargaining Unit Participant in this Plan may elect a Reduction in Compensation in an amount not in excess of twenty-four percent (24%) of his/her Compensation or the limitation on exclusion of elective deferrals for
his/her taxable year, provided in Code Section 402(g), subject to applicable cost-of-living adjustment thereunder, or as provided in any successor provision of the federal tax law. 

The amount of such Reduction in Compensation shall be deferred and become the Company’s 401(k) Contribution for such
Participant; provided, that to the extent an elected Reduction in Compensation of a Highly Compensated Employee causes the limitations of paragraph 3. or 7. of Article VIII to be exceeded, the election shall not become effective for the excess
amount and it shall be paid to the Highly Compensated Employee in cash. If necessary to meet the limitations of paragraphs 2., 3., or 7. of Article VIII, a Non-Bargaining Unit Participant’s Reduction in Compensation, and the Company’s
401(k) Contribution shall be reduced in the manner determined by the Committee, and may include, without limitation, reducing the percentage of highest elected Reductions in Compensation of Non-Bargaining Unit Participants then in effect until such
limitations are not exceeded. In case the amount and percentage be so reduced, such reduction shall be to the next lower full percentile below the permissible limitation percentage, and shall remain in effect until the next succeeding Designation
Date, subject to any further adjustment necessary to meet such limitations under paragraphs 2., 3., or 7. of Article VIII. 
 2. For purposes
of the foregoing and the Plan “Catch-Up Contributions” are Elective Deferrals made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are aged fifty (50) or over by the end of
their taxable year. An otherwise applicable limit is a limit in the Plan that applies to Elective Deferrals without regard to Catch-Up Contributions, such as limits on annual additions, the applicable limit on Elective Deferrals under Code
Section 402(g) (not counting Catch-Up Contributions) and the limit imposed on the actual deferral percentage (ADP) test under 

  
 18 








 
Code Section 401(k)(3). Catch-Up Contributions for a Participant may be made under the Plan, and for a taxable year may not exceed (1) the limit on Catch-Up Contributions under Code
Section 414(v)(2)(B)(I) for the taxable year or (2) when added to other Elective Deferrals, 75 percent of the Participant’s Compensation for the taxable year. 

3. Each Participant in this Plan may elect a Reduction in Compensation by signing and filing with the Committee a written election and
agreement in the form specified and furnished to such Participant by the Committee and by making such election by telephone voice response system or internet in accordance with such rules and regulations as the committee may prescribe. 

4. Participant elections of Reduction in Compensation shall specify the whole percentage of the Participant’s Compensation which such
Participant elects not to receive in cash and to defer as his/her Reduction in Compensation. 
 5. A Non-Bargaining Unit Participant’s
election of a Reduction in Compensation in the Plan after the January 1, 1999, effective date of the Plan, as merged with the KGS 401(k) Thrift Plan, shall be effective as of the dates of commencement of participation specified in paragraph 2.
of Article II; provided, that any Non-Bargaining Unit Employee who does not commence participation on or before the Designation Date next following his/her initial date of eligibility may only elect a Reduction in Compensation to be effective as of
a subsequent Designation Date. 
 6. The Reduction in Compensation elected by a Non-Bargaining Unit Participant (in accordance with paragraph
2.A.1 of this Article III, above) shall remain in effect until changed by such Participant’s delivery of a change of election in the manner provided herein. A Non-Bargaining Unit Participant may change his/her Reduction in Compensation only on
a Designation Date. A Non-Bargaining Unit Participant’s change of election may designate a different percentage of Reduction in Compensation, subject to the terms and conditions of the Plan; and may state that such Participant elects no
Reduction in Compensation and deferral after the Designation Date until he/she makes a subsequent change of election hereunder. Change of election by written direction or by electronic medium, voice response or other means determined and prescribed
by the Committee may be delivered or transmitted by a Non-Bargaining Unit Participants at any time, but shall be effective only as of the Designation Date next following the date of the delivery of such change of election to the Committee. 

3. Roth 401(k) Elective Deferrals 
 A. General
Application. 
 1. This paragraph of the Plan will apply to contributions beginning January 1, 2007. 

2. As of the effective date under paragraph 1, the Plan will accept Roth Elective Deferrals made on behalf of Participants. A
Participant’s Roth Elective Deferrals shall be allocated to a separate account maintained for such deferrals as described in paragraph 3.B of this Article III, below. 

  
 19 








 3. Unless specifically stated otherwise, Roth Elective Deferrals will be treated as elective
deferrals for all purposes under the Plan. 
 4. A Participant may make Roth Elective Deferrals with catch-up contributions that are elective
deferrals to the extent allowed by Code Section 402A. 
 B. Separate Accounting. 

1. Contributions and withdrawals of Roth Elective Deferrals will be credited and debited to the Roth Elective Deferral Account maintained for
each Participant. 
 2. The Plan will maintain a record of the amount of Roth Elective Deferrals in each Participant’s account. 

3. Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to each Participant’s
Roth Elective Deferral Account and the Participant’s other accounts under the Plan. 
 4. No contributions other than Roth Elective
Deferrals and properly attributable earnings will be credited to each Participant’s Roth Elective Deferral Account. 
 C. Direct Rollovers. 

1. Notwithstanding the provisions of Article V of the Plan, a direct rollover of a distribution from a Roth Elective Deferral Account under the
Plan will only be made to another Roth Elective Deferral Account under an applicable retirement plan described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is permitted
under the rules of Code Section 402(c). 
 2. The Plan will not provide for a direct rollover (including an automatic rollover) for
distributions from a Participant’s Roth Elective Deferral Account if the amount of the distributions that are eligible rollover distributions are reasonably expected to total less than $200 during a year. In addition, any distribution from a
Participant’s Roth Elective Deferral Account is not taken into account in determining whether distributions from a Participant’s other accounts are reasonably expected to total less than $200 during a year. However, eligible rollover
distributions from a Participant’s Roth Elective Deferral Account are taken into account in determining whether the total amount of the Participant’s account balances under the Plan exceeds $1,000 for purposes of mandatory distributions
from the Plan. 
 3. Any provisions of the Plan that allow a participant to elect a direct rollover of only a portion of an eligible rollover
distribution but only if the amount rolled over is at least a specified dollar amount are to be applied by treating any amount distributed from the Participant’s Roth Elective Deferral Account as a separate distribution from any amount
distributed from the Participant’s other accounts in the Plan, even if the amounts are distributed at the same time. 

  
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 D. Correction of Excess Contributions. 

1. In the case of a distribution of excess contributions, a Highly Compensated Employee may designate the extent to which the excess amount is
composed of pre-tax elective deferrals and Roth Elective Deferrals but only to the extent such types of deferrals were made for the year. 
 E.
Distributions; Loans. 
 1. Distributions from a Participant’s Roth Elective Deferral Account shall be made only to the extent,
and at a time that is in accordance with and subject to all other terms and provisions of the Plan generally applicable to a distribution of any elective deferral made by a Participant under the Plan. 

2. If the Highly Compensated Employee does not designate which type of elective deferrals are to be distributed, the Plan will distribute
pre-tax elective deferrals first. 
 3. No Participant loan shall be allowed from a Participant Roth Elective Deferral Account. 

4. The Committee and Plan shall provide written information to each Participant who is eligible to make a Roth Elective Deferral describing the
minimum required distribution provisions of Code Section 401(a)(9) that apply commencing at the time a Participant attains age 70 1⁄2, and the related
federal income tax consequences of a distribution from a Roth Elective Deferral Account if it is before completion of the 5-taxable year period of participation for Roth Elective Deferrals under the Plan. 

F. Definition. 
 1. Roth Elective
Deferrals. For purposes of the foregoing provisions of this paragraph, and otherwise under the Plan, “Roth Elective Deferral” is an elective deferral that is: 
  

	 	(a)	Designated irrevocably by the Participant at the time of the cash or deferred election as a Roth Elective Deferral that is being made in lieu of all or a portion of the pre-tax elective deferrals the Participant is
otherwise eligible to make under the Plan; and 

  

	 	(b)	Treated by the Company as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election. 


4. ESOP Dividend Distribution/Additional Deferral Contribution 

A. Each Participant in the Plan, unless such Participant elects otherwise in writing, shall be deemed to have also made an elective deferral of his/her
Compensation in an amount equal to the ESOP Dividend Distribution paid and distributed in cash to such Participant pursuant to subparagraphs 2.B. of Article X, except that such ESOP Dividend Distribution/Additional


  
 21 








 
Deferral of a Participant shall be limited to an amount which, when added to such Participant’s regularly elected Reduction in Compensation under paragraph 2. of this Article III, will not
cause such Participant’s total elective deferrals of Compensation for the year to exceed the maximum permissible amount which may be deferred under Code Section 402(g) for the taxable year, and shall be subject to the reductions thereof as
determined by the Committee in order to comply with applicable limitations in Code Sections 401(k) and 415 as provided in paragraphs 2., 3., and 7. of Article VIII. A Participant’s election in writing to not make a deemed ESOP Dividend
Distribution/Additional Deferral shall be made at the time and in the manner provided for in rules and procedures prescribed by the Committee. 
 B. The
Company shall contribute to the Trust for each Plan Year that portion of the net earnings of the Company for the Plan Year equal to the amount of the ESOP Dividend Distribution/Additional Deferral elected by each Participant pursuant to subparagraph
4A., above. 
 5. Time of Contribution 
 The Company
shall make payment of its contributions to the Trust under the terms of this Article III periodically within the time permitted by the Code and the Employee Retirement Income Security Act of 1974, as amended. 

6. USERRA 
 The elections to defer salary or compensation
and related benefits provided herein shall be provided in accordance with the special rules relating to veterans rights under USERRA in Code Section 414(u). 

7. USERRA; Treatment of Differential Wage Payments 
 A.
Except as provided in this Paragraph, for purposes of applying the Code to the Plan: 
 1. an individual receiving a differential wage
payment shall be treated as an employee of the employer making the payment, 
 2. the differential wage payment shall be treated as
compensation, and 
 3. the Plan shall not be treated as failing to meet the requirements of any provision described in Code
Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment. 
 B. Special rule for
distributions. 
 1. Notwithstanding Paragraph 7.A.1, above, for purposes of section 401(k)(2)(B)(i)(I), an individual shall be treated
as having been severed from employment during any period the individual is performing service in the uniformed services described in section 3401(h)(2)(A). 

  
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 2. If an individual elects to receive a distribution by reason of paragraph 7.B.1, above, the
plan shall provide that the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution. 

C. Paragraph 7.A.3, above, shall apply only if all employees of an employer (as determined under Code Sections 414 (b), (c), (m), and (o)) performing service
in the uniformed services described in section 3401(h)(2)(A) are entitled to receive differential wage payments on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the employer, to make contributions
based on the payments on reasonably equivalent terms. For purposes of applying this subparagraph, the provisions of paragraphs (3), (4), and (5) of Code Section 410(b) shall apply. 

D. For purposes of this Paragraph, the term “differential wage payment” has the meaning given such term by section 3401(h)(2). 

8. Heart Act Provisions 
 The following provisions apply
to the Plan with respect to benefits and distributions authorized by the Heroes Earnings Assistance and Relief Tax Act of 2008 (“Heart Act”). These provisions shall be applied in coordination with other terms and provisions of the Plan
with respect to the subjects and matters described therein. 
 A. Death benefits under USERRA-qualified active military service. In the case of a Participant
who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military
service) provided under the Plan had the Participant resumed and then terminated employment with the Company on account of death. 
 B. Vesting service
credit. Service credit for the period of a deceased Participant’s period of qualified military service shall be provided for vesting purposes under the Plan. 

C. If a Participant would not be entitled to reemployment rights immediately before his death under USERRA, the provisions of Paragraph 8.A., above, shall not
apply in determining the death benefits to which the Participant’s survivors are entitled under the Plan. 
 D. Under Code Section 414(u)(9) for
benefit accrual purposes under the Plan, an individual who dies or becomes disabled while performing qualified military service shall be treated as if such individual resumed employment with the Company in accordance with the individual’s
USERRA reemployment rights on the day preceding the death or disability and then terminated employment on the actual date of disability. All individuals shall be credited with service and benefits on reasonably equivalent terms. The individual must
be provided vesting credit for purposes of determining his/her vested percentage in accruals earned both during qualified military service and during other periods. 

E. The amount of employee contributions and the amount of elective deferrals of an individual treated as reemployed in connection with death or disability, as
described above, shall be determined on the basis of the individual’s average actual employee contributions or elective deferrals for the lesser of (i) the 12-month period of service with the employer immediately prior to qualified
military service, or (ii) if service with the employer is less than such 12-month period, the actual length of continuous service with the employer. 

  
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 F. Credited service for vesting shall be provided for a disabled individual’s qualified military service to
the extent permitted under other applicable rules, including Treas. Reg.§1.401(a)(4)-11(d)(3). 
 G. For employer-provided contributions or benefits for
an individual treated as reemployed under Code Section 414(u)(9) which are contingent on the individual’s contributions or elective deferrals by the individual, such contributions and benefits shall be based upon deemed employee
contributions or elective deferrals or actual employee contributions or elective deferrals for individuals who die or become disabled as provided in Code Section 414(u), and applicable regulations and guidance and herein above. 

H. An individual performing uniformed service and receiving differential wage payments, as defined in Code Section 3401(h), if any, paid to such
individual by the Company, shall be treated and deemed as an employee of the Company as to such payment and the differential wage payment shall be treated as compensation, and the Company may base contributions or benefits on the differential wage
payment, if done in a reasonable nondiscriminatory basis to all individuals. 
 I. An individual performing uniformed service and receiving any differential
wage payments shall for purposes of Code Section 401(k)(2)(B)(i)(I) (which allows amounts attributable to employee elective deferrals to be distributed upon severance from employment) be treated and deemed as having been severed from employment
during any period the individual is performing service in the uniformed services, so that such individual is not prohibited from receiving distributions even though the individual has not actually severed employment with the Company; provided, an
individual being so treated and deemed to have severed employment for purposes of Code Section 401(k)(2)(B)(i)(I) shall not cause the individual to be treated as severed from employment for other purposes or Code sections. 

J. If an individual performing uniformed services elects to receive a distribution under Code Section 414(u)(12)(B)(ii) by reason of being treated and
deemed as having severed from employment for purposes of Code Section 401(k)(2)(B)(i)(I) during any period the individual is performing uniformed services, the individual may not make an elective deferral or employee contribution during the
6-month period beginning on the date of the distribution. 
 K. If differential wage payments are made to any individual such payments shall be treated as
compensation for purposes of determining benefits and contributions under the Plan, and as compensation under Code Section 415. 
 L. The Plan shall
provide for and allow distributions under Code Section 401(k) to an individual who is so treated and deemed as severed from employment for purposes of Code Section 401(k)(2)(B)(i)(I) while performing service in the uniformed services
pursuant to Code Section 414(u)(12)(B). 

  
 24 








 M. An individual may receive a distribution otherwise subject to distributions restrictions of Code
Section 401(k) if otherwise treated as severed from employment to the extent provided therein. An individual treated as a severed from employment under Code Section 414(u)(12) is not to be treated as severed under other Code sections not
referred to therein. Code Section 414 (u)(12) does not apply to individuals who have an actual severance from employment or who otherwise are eligible to take a distribution of plan benefits. The Committee and Plan administrator shall apply
Section 414(u)(12) and Heart Act to such circumstances in accordance with applicable published regulations and guidelines in a uniform and nondiscriminatory manner. 

N. A distribution made under Code Section 414(u)(12)(B) to an individual who is treated and deemed as severed from employment for purposes of Code
Section 401(k)(2)(B)(i)(I) while performing service in the uniformed services shall be treated as an eligible rollover distribution within the meaning of Code Section 402(c)(4) (but not as a hardship distribution ineligible for rollover).


  
 25 








 ARTICLE IV. 

AFTER-TAX PARTICIPANT CONTRIBUTIONS 

PARAGRAPH 
 1. Percentage of After-Tax Deposits

 A. Non-Bargaining Unit Participants. 

1. A Non-Bargaining Unit Participant may make After-Tax Deposits of from zero (0) to six percent (6%), as he/she may designate, of his/her
Compensation. A Participant who has commenced making deposits of his/her Compensation hereunder may thereafter change his/her deposit percentage from zero (0) to six percent (6%), as he/she may designate, in accordance with paragraph 2. of this
Article IV. 
 For Plan Years beginning on or after January 1, 2005, a Non-Bargaining Unit Participant may not designate
an After-Tax Participant Deposit Percentage which exceeds six percent (6%) of his/her Compensation. 
 If necessary to
meet the limitations of paragraphs 2., 3., 4., or 7. of Article VIII, a Non-Bargaining Unit Participant’s After-Tax Deposits, or the combination of a Non-Bargaining Unit Participant’s elected Reduction in Compensation and After-Tax
Deposits shall be reduced in the manner determined by the Committee. In case the amount and percentage of a Non-Bargaining Unit Participant’s elected After-Tax Participant Deposit must be so reduced, such reduction shall be to the next lower
full percentile below the permissible limitation percentage, and shall remain in effect until the next succeeding Designation Date, subject to any further adjustment necessary to meet such limitations under paragraphs 2., 3., 4., or 7. of Article
VIII. 
 2. Change of Percentage of After-Tax Deposits 

The deposit percentage designated by a Participant for his/her After-Tax Deposit (in accordance with paragraph 1.A. of this Article IV, above) shall continue
in effect, notwithstanding any change in his/her Compensation, until he/she shall change such percentage. A Participant may change such percentage as of a Designation Date, but not retroactively. A Participant shall designate and change the
percentage of his/her After-Tax Participant Deposit by written direction, or by electronic medium, voice response system, or other means determined and prescribed by the Committee, to the Committee in the form and manner prescribed by the Committee
in accordance with procedures and rules, as prescribed by the Committee and its authorized representatives, which shall be published and disclosed to Participants by the Committee and the Company. 

  
 26 








 3. Deposit by Payroll Deduction 

After-Tax Deposits under this Article IV shall be effected only by payroll deductions in the amount designated by the Participant and in accordance with any
regulations prescribed by the Committee; provided, that deposits may also be made in connection with the exercise of options, rights or warrants as provided in paragraph 3. of Article IX, and deposits may be made in connection with rollover
contributions or transfers of accounts, if authorized or directed as provided in Article V. 
 4. Transfer to Trust 

The amount of the payroll deductions of After-Tax Deposits so made shall be transferred by the Company to the Trustee under the terms of this Article IV
periodically within the time permitted by the Code and the Employee Retirement Income Security Act of 1974, as amended. The Trustee shall hold the same in the respective Participants’ separate After-Tax Deposit Accounts, subject to the
provisions of the Plan; and any such amount shall not be subject to diversion or return to the Company, except return thereof to the Company in the case and to the extent its transfer having been by reason of a mistake of fact, in which case the
return to the Company of the amount involved shall be made within one (1) year of the mistaken payment. 
 5. USERRA 

The right of a Participant to make After-Tax Deposits provided herein shall be provided in accordance with the special rules relating to veterans rights under
USERRA in Code Section 414(u). 

  
 27 








 ARTICLE V. 

ROLLOVERS, TRANSFERRED ACCOUNTS 

PARAGRAPH 
 1. Rollover of Distributions from Plan

 A. General. If any portion of the balance to the credit of a Participant is paid or distributed from the Plan to the Participant in an Eligible
Rollover Distribution, as defined herein, the amount may be rolled over by the Participant as directed by the Participant, subject to and in accordance with the terms and provisions of the Plan and the Code. 

B. Written Explanation. The Committee shall cause within a reasonable period of time before making an Eligible Rollover Distribution the issuance of a
written explanation to the Participant of the provisions under which the Participant may have the distribution directly transferred to an Eligible Retirement Plan, as defined herein, of the provisions of the Code under which the distribution will
not be subject to tax if transferred to an Eligible Retirement Plan, and of the provisions of the Code under which the distribution will not be subject to tax if transferred to an Eligible Retirement Plan within sixty (60) days after the date
on which the Participant received the distribution, the provisions of the Code regarding foreign trusts and tax treatment of distributions from the Plan, and of the provisions of the Code under which distributions from the Eligible Retirement Plan
receiving a distribution may be subject to restrictions and tax consequences which are different from those applicable to distributions from this Plan. The explanation shall describe a Participant’s right to defer distributions from the Plan to
the extent provided in the Plan, and a description of investment options available under the Plan (including fees) that will be available if distributions are deferred, in accordance with and to the extent provided for in applicable regulations.

 2. Rollover from Other Plans of The Company 
 With
the prior written approval of the Committee, a Participant in this Plan may make a rollover contribution of all or part of a qualifying rollover distribution to such Participant from a trust which is a part of a separate qualified pension or
profit-sharing plan of the Company or any subsidiary of the Company. The allowance of any rollover contribution shall be at the discretion of the Committee, and only in accordance with such terms and conditions as the Committee may prescribe. The
Participant’s rollover contribution shall constitute an additional deposit in, and become a part of the accounts of the Participant for all purposes of the Plan, and become subject to all the terms and provisions of this Plan, except that the
Company shall have no obligation to contribute any amount, out of its net earnings and earned surplus, or otherwise, to or for the benefit of a Participant on account of any such rollover contribution by the Participant. Any Participant’s
rollover contribution shall be received, deposited, held, and invested in such manner as the Committee shall by regulation prescribe, consistent with the investment and accounting provisions of this Plan. 

  
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 For purposes of this paragraph 2., a “qualified pension or profit-sharing plan” shall mean a plan
qualified under Section 401(a) of the Code and ERISA; and a “qualifying rollover distribution” shall mean a distribution to a Participant from a trust which forms a part of the Company or a subsidiary qualified pension or
profit-sharing Plan which distribution constitutes a distribution qualifying for rollover to this Plan pursuant to Code Section 402(c) (or corresponding provision of any future federal tax code). 

3. Trust to Trust Transfers From Other Plans of The Company 

The Company may, from time to time, direct the Trustee to receive, accept transfers of, and hold as a part of the Trust, deposits or transfers of the funds,
deposits, property, assets, and/or accounts of Participants, or employees of any subsidiary of the Company, from a trust which is part of any other qualified defined benefit plan or qualified defined contribution plan of the Company or any
subsidiary of the Company. Any such deposit or transfer shall be subject to prior written approval of the Company, and may be pursuant to a modification, continuation, termination, partial termination, consolidation or merger with, or replacement of
any such other Company plan or subsidiary plan which may be adopted by the Company or the subsidiary employer, or pursuant to any other arrangement mutually determined and agreed upon by the Company and a subsidiary and/or the subsidiary employee
(or Participant). If an employee of the Company or of a subsidiary of the Company whose account is so transferred is otherwise eligible and not already participating in the Plan, he/she shall become a Participant at the time of such transfer and
deposit. Any funds or property from the account of a Participant under another Company plan or a subsidiary plan which are so transferred and accepted by the Trustee shall be received and deposited in full to an account or accounts of that
Participant under this Plan, and shall thereupon become a part of the Trust held for the account of that Participant in accordance with all the terms and provisions of the Plan. The Committee shall determine and prescribe reasonable and appropriate
procedures, certifications, and other requirements to be accomplished and performed by the Company, the Trustee, the Participant, any such subsidiary and the plan administrator and trustee of such other Company plan or subsidiary plan, in order to
assure an effective and satisfactory transfer of trust funds, and any such transfer shall be conditioned upon compliance with all such requirements. Notwithstanding any of the foregoing, the Company shall have no obligation to make any matching or
other additional contributions to the Plan to or for the benefit of any Participant by reason of any such transfer or deposit to the Trust under this paragraph 3. 

4. Direct Rollovers 
 A. Application. This
paragraph applies to distributions made after December 31, 2001. Notwithstanding any provision of the Plan to the contrary that might otherwise limit a Distributee’s election under the Plan, a Distributee may elect, at the time and in the
manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 

B. Definitions. For purposes of this paragraph the following definitions shall apply: 

1. Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the
credit of the Distributee, except that 

  
 29 








 
an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9); any hardship distribution; the portion of any other distribution(s) that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities). 
 A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely
because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or
to a qualified defined contribution plan described in Code Sections 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross
income and the portion of such distribution which is not so includible. 
 2. Eligible Retirement Plan. An Eligible Retirement Plan is
an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts
transferred into such plan from the Plan, an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity described in Code Section 403(a), an annuity
described in Code Section 403(b), or a qualified plan described in Code Section 401(a), that accepts the Distributee’s eligible rollover distribution. The definition of Eligible Retirement Plan shall also apply in the cases of a
distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p). 

If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a Designated Roth
Account, an Eligible Retirement Plan with respect to such portion shall include only another Designated Roth Account of the individual from whose Account the payments and distributions were made, or a Roth IRA of such individual. 

3. Distributee. A Distributee includes a Participant, Employee or former Employee. In addition, the Participant’s, Employee’s
or former Employee’s surviving spouse and the Participant’s, Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p),
are Distributees with regard to the interest of the spouse or former spouse. 
 4. Direct Rollover. A Direct Rollover is a payment by
the Plan to the Eligible Retirement Plan specified by the Distributee. 

  
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 C. Automatic Rollovers. In the event of a mandatory distribution from the Plan greater than One Thousand
Dollars ($1,000) in accordance with the provisions of the Plan, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution
directly in accordance with the Plan, then the Committee will pay the distribution in a Direct Rollover to an individual retirement account designated by the Committee. For purposes of determining whether a mandatory distribution is greater than One
Thousand Dollars ($1,000), the portion of the Participant’s distribution attributable to any rollover contribution is included. 
 D. Rollovers From
Other Plans. The Plan will accept rollovers from other plans as follows: 
 1. Direct Rollovers. The Plan will accept a direct
rollover of an Eligible Rollover Distribution from: 
  

	 	(a)	Qualified plan described in Code Section 401(a) or 403(a), including after-tax employee contributions. 

  

	 	(b)	An annuity contract described in Code Section 403(b), excluding after-tax employee contributions. 

  

	 	(c)	An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. 


2. Participant Rollover Contributions from Other Plans. The Plan will accept a Participant contribution of an Eligible Rollover
Distribution from: 
  

	 	(a)	A qualified plan described in Code Section 401(a) or 403(a). 

  

	 	(b)	An annuity contract described in Code Section 403(b). 

  

	 	(c)	An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. 


3. Participant Rollover Contributions from IRAs. The Plan will accept a Participant rollover contribution of the portion of a
distribution from a traditional individual retirement account or annuity described in Code Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income. 

4. Rollover of Roth Elective Deferrals or Contributions. The Plan will accept any rollover contributions to a Roth Elective Deferral
Account under the Plan or other permissible rollover transfers, contributions or payments of Roth 401(k) deferrals or contributions from any other qualified plan, annuity contract, or other plan, account, or arrangement, subject to rules and
applicable regulations as determined by the Committee and consistent with the Code and the Plan. 

  
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 5. Rollover of Nontaxable Distributions 

The portion of a distribution of a Participant’s Account that is not includible in gross income for federal income tax purposes may be transferred in a
direct trustee-to-trustee transfer to a qualified trust or to an annuity contract described in Code Section 403(b) that provides for separate accounting for amounts so transferred (and earnings thereon), including separately accounting for the
portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible, or to an eligible retirement plan, as provided in Code Section 402(c)(2)(A). 

6. Trust to Trust Transfers From Plans of Other Employers 

The Company may, from time to time, direct the Trustee to receive, accept transfers of, and hold as a part of the Trust, deposits or transfers of the funds,
deposits, property, assets, and/or accounts of Participants from a trust which is part of any qualified defined contribution plan of another employer. Any such deposit or transfer shall be subject to prior written approval of the Company, and may be
pursuant to a modification, continuation, termination, partial termination, consolidation or merger with, or replacement of any such other plan which may be adopted by the Company, or pursuant to any other arrangement mutually determined and agreed
upon by the Company and such other employer. If an employee of the Company whose account is so transferred is otherwise eligible and not already participating in the Plan, he/she shall become a Participant at the time of such transfer and deposit.
Any funds or property from the account of a Participant under the plan of another employer which are so transferred and accepted by the Trustee shall be received and deposited in full to an account or accounts of that Participant under this Plan,
and shall thereupon become a part of the Trust held for the account of that Participant in accordance with all the terms and provisions of the Plan. The Committee shall determine and prescribe reasonable and appropriate procedures, certifications,
and other requirements to be accomplished and performed by the Company, the Trustee, the Participant, the plan administrator and trustee of such other employer plan, in order to assure an effective and satisfactory transfer of trust funds, and any
such transfer shall be conditioned upon compliance with all such requirements. 
 Notwithstanding any of the foregoing, the Company shall have no obligation
to make any matching or other additional contributions to the Plan to or for the benefit of any Participant by reason of any such transfer or deposit to the Trust under this Paragraph 5. 

7. Separately Accounted For Rollovers From Other Plans 

Notwithstanding the foregoing or any other provision of the Plan, the Plan may separately account for amounts attributable to rollover contributions by
Participants to the Plan. If such separate accounting is prescribed and made pursuant to direction of the Committee, the amounts attributable to such rollover contributions shall be subject to the general rules otherwise applicable to distributions
under the Plan, unless and until there is an amendment of the Plan to expressly provide that such amounts may be distributed at any time pursuant to the Participant’s request. Provided, that any distributions of amounts attributable to a
rollover contribution from another plan is subject to the survivor annuity requirements of Code Sections 401(a)(11) and 417, and the minimum distribution requirements of Code Section 401(a)(9) and additional income tax under Section 72(t)
to the extent otherwise applicable to the Plan and Participants. 

  
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 8. Rollover to IRA for Non-Spouse Beneficiary 

A direct trustee-to-trustee transfer may be made of any portion of a distribution of the Plan Account of a deceased Participant or Employee to an individual
retirement account established for the purpose of receiving the distribution on behalf of an individual who is a designated beneficiary of the Participant or Employee and who is not the surviving spouse of the Participant or Employee pursuant to
Code Section 402(c)(11) and paragraph 5 of Article XIII. 
 9. Transfer to Foreign Trust Disallowed 

Notwithstanding anything to the contrary expressed or implied in the Plan, transfers of amounts from the Plan to a foreign trust that is not a qualified plan
or that would be considered a distribution of the amount transferred for federal income tax purposes under applicable regulations and guidance of the Internal Revenue Service, shall not be made. 

10. Automatic Rollover by Participants or Inactive Participants 

In furtherance of the foregoing and as otherwise allowed by the Plan and directed and authorized by the Committee, the Plan may include and be administered to
provide one or more automatic rollover features and procedures, to include such a feature or procedure under which inactive Participants or former Employees may rollover cash or investment options in kind to an individual retirement account by means
of an electronic medium or similar program maintained and administered by the Trustee of the Plan, or an affiliate thereof. 

  
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 ARTICLE VI. 

SUSPENSION OF SALARY REDUCTIONS, DEPOSITS 

PARAGRAPH 
 1. Suspension of Reduction in Compensation
or After-Tax Deposits by Participant for Deficiency in Compensation 
 A Participant may, at any time elect in writing, in the manner prescribed by the
Committee, to suspend his/her elected Reduction in Compensation or After-Tax Deposits in any regular pay period in which either would normally be deducted pursuant to his/her prior election. In any pay period in which a Reduction in Compensation or
After-Tax Participant Deposit would normally be deducted from such a Participant’s pay, such Reduction in Compensation or After-Tax Participant Deposit will be automatically suspended without notice if his/her net pay for such pay period is
insufficient to permit the deduction to be made in full. 
 2. Reinstatement of Voluntarily Suspended Reduction in Compensation or After-Tax Deposits

 A Participant may at any time elect in writing to reinstate his/her Reduction in Compensation or After-Tax Participant Deposit to the Plan which
he/she previously voluntarily suspended. Such election to reinstate a previously suspended Reduction in Compensation or After-Tax Participant Deposit shall be made in the manner prescribed by the Committee and shall be effective on the first day of
the calendar quarter next following the end of the calendar month in which the Participant’s written election for such reinstatement is received by the Company. 

  
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 ARTICLE VII. 

COMPANY MATCHING CONTRIBUTIONS 

PARAGRAPH 
 1. Company Matching Contributions 

The Company shall make Matching Contributions for Participants in the Plan as provided for in this Article VII, below. 

For Plan Years beginning on and after January 1, 2008, upon and after a Non-Bargaining Unit Participant’s commencement of participation in the Plan,
subject to the limitations specified herein and in Article VIII, the Company shall regularly contribute, out of its net earnings and earned surplus as reflected by its books of account, and shall pay to the Trustee at least monthly, amounts of
Matching Contributions equal to the Company’s 401(k) Contributions for that Non-Bargaining Unit Participant, or that Non-Bargaining Unit Participant’s After-Tax Deposits for that month, as provided for herein below. 

A. Non-Bargaining Unit Participants 
 1.
The Company shall make a Matching Contribution for each Non-Bargaining Unit Participant which shall be equal to the Company’s 401(k) Contribution for such Participant based upon such Participant’s elected Reduction in Compensation and
deferral for that month, subject to the limitation stated in clause (3) of this subparagraph 1.A., below; provided, that the Company shall not make any Matching Contribution for such a Non-Bargaining Unit Participant with respect to that part
of the Company’s 401(k) Contribution that is either an ESOP Dividend Distribution/Additional Deferral Contribution or a Catch-Up Contribution made for such Participant. 

2. After making the Matching Contribution provided for in subparagraph A. of this paragraph 1., above, the Company shall make a Matching
Contribution for each Non-Bargaining Unit Participant which shall be equal to such Participant’s After-Tax Deposits for that month, subject to the limitation stated in clause (3) of this subparagraph 1.A., below. 

3. The aggregate Matching Contributions of the Company under clauses (1) and (2) of this subparagraph 1.A. for a Non-Bargaining Unit
Participant hereunder shall not exceed six percent (6%) of the Non-Bargaining Unit Participant’s Compensation. 
 4. A full
Matching Contribution shall be made for a Participant whose 401(k) Contributions equal the deferral limitation under Code Section 402(g) prior to the Plan limit on Matching Contributions being reached for the Plan Year. If the Company’s
401(k) Contributions based upon a Participant’s elected Reduction in Compensation equal the Code Section 402(g) limitation at any time during a Plan Year, and when such limitation is reached no further Company 401(k) Contributions or
After-Tax Deposits are 

  
 35 








 
made for or by such Participant for that Plan Year, and the amount of Matching Contributions made for the Plan Year is then less than the Maximum Matching Contribution Amount, the Company shall
thereafter make one or more monthly Matching Contributions for the Participant in that Plan Year until the total Matching Contributions made for the Participant for that Plan Year equal such Maximum Matching Contribution Amount. For purposes of this
subparagraph A.4, the term “Maximum Matching Contribution Amount” shall mean the lesser of (i) the total amount of the Company’s 401(k) Contributions for the Participant and the Participant’s After-Tax Contributions for that
Plan Year, or (ii) six percent (6%) of the total of the Participant’s monthly compensation for all months in that Plan Year. 

Notwithstanding the above, there shall be no Matching Contributions with respect to Catch-up Contributions. 

2. Participant’s Matching Contribution Account 
 The
Company’s Matching Contribution shall be credited to each participating Participant’s Employer Contribution Account. 
 3. Re-entry of
Participant 
 If a former Participant whose employment has terminated shall be rehired as an Employee, he/she shall be entitled to have all his/her
prior service counted for purposes of the one (1)-year service requirement for entitlement to Company Matching Contributions. 
 4. USERRA 

The Company matching contributions provided for under the Plan shall be provided in accordance with the special rules relating to veterans rights under USERRA
in Code Section 414(u). 

  
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 ARTICLE VIII. 

LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS 

PARAGRAPH 
 1. General 

Company contributions, After-Tax Deposits, and other contributions under the Plan shall be limited as provided in this Article VIII. 

2. Limitation on Elective Deferrals; Catch-Up Contributions 

No Participant shall be permitted to have Elective Deferrals made under this Plan, or any other plan, contract or arrangement maintained by the Company, during
any calendar year, in excess of the dollar limitation contained in Code Section 402(g) in effect for the Participant’s taxable year beginning in such calendar year. In the case of a Participant aged fifty (50) or over by the end of
the taxable year, the dollar limitation described in the preceding sentence includes the amount of Elective Deferrals that can be Catch-Up Contributions. The dollar limitation contained in Code Section 402(g) is $17,500 for taxable years
beginning in 2014, whichwill be adjusted by the Secretary of the Treasury for the cost-of-living increases under Code Section 402(g)(4). Any adjustments will be in multiples of $500. 

For purposes of the foregoing and the Plan “Catch-Up Contributions” are Elective Deferrals made to the Plan that are in excess of an otherwise
applicable Plan limit and that are made by Participants who are aged fifty (50) or over by the end of their taxable years. An otherwise applicable limit is a limit in the Plan that applies to Elective Deferrals without regard to Catch-Up
Contributions, such as limits on annual additions, the dollar limit on Elective Deferrals under Code Section 402(g) (not counting Catch-Up Contributions) and the limit imposed on the actual deferral percentage (ADP) test under Code
Section 401(k)(3). Catch-Up Contributions for a Participant for a taxable year may not exceed (1) the dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year or (2) when added to other
Elective Deferrals, 75 percent of the Participant’s Compensation for the taxable year. The dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for
each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such
adjustments will be in multiples of $500. Catch-Up Contributions are not subject to the limits on annual additions, are not counted in the ADP test and are not counted in determining the minimum allocation under Code Section 416 (but Catch-Up
Contributions made in prior years are counted in determining whether the Plan is top-heavy). 
 Provisions in the Plan relating to Catch-Up Contributions
apply to Elective Deferrals made after 2001. 

  
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 3. Actual Deferral Percentage Limitations 

The Actual Deferral Percentage for the Highly Compensated Employees for the Plan Year shall not exceed the greater of A. or B. as follows: 

A. The Actual Deferral Percentage for the preceding Plan Year for all those Employees eligible to be Participants in this Plan who are not Highly Compensated
Employees, multiplied by 1.25, or 
 B. The Actual Deferral Percentage for the preceding Plan Year for those Employees eligible to be Participants in this
Plan who are not Highly Compensated Employees multiplied by two (2); provided, however, that under this subparagraph 3.B. limitation the Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage
for the preceding Plan Year for the Employees eligible to be Participants in this Plan who are not Highly Compensated Employees by more than two (2) percentage points. 

This limitation shall be applied and used in testing under the prior or preceding year method under Code Section 401(k)(3). Provided, the Company may
amend the Plan to provide that it elects to apply the limitations of subparagraphs A. and B. of this paragraph by using the Actual Deferral Percentage of eligible Participants who are not Highly Compensated Employees for the current Plan Year rather
than the preceding Plan Year in accordance with applicable Regulations, except that if such election is made, it may not be changed except as provided by the Internal Revenue Service under Code Section 401(k)(3). 

If any Highly Compensated Employee is a participant in two (2) or more cash or deferred arrangements of the Company, for purposes of determining the
Actual Deferral Percentage with respect to such Participant, all such cash or deferred arrangements shall be treated as one (1) cash or deferred arrangement, for purposes of this paragraph and the Plan, in accordance with Code
Section 401(k)(3) and Treasury Regulations §1.401(k)-1(g). 
 If two (2) or more plans which include cash or deferred arrangements are
considered as one (1) plan for purposes of Code Section 401(a)(4) or 410(b), the cash or deferred arrangements included in such plans shall be treated as one (1) arrangement for purposes of this paragraph and the Plan, in accordance
with Code Section 401(k)(3) and Treasury Regulations §§1.401(k)-1(b)(3) and 1.401(k)-1(g). 
 4. Limitations on Company Matching
Contributions 
 The Matching Contribution Percentage for eligible Highly Compensated Employees for any Plan Year shall not exceed the greater of
(i) one hundred twenty-five percent (125%) of such percentage for all other eligible Employees, for the preceding Plan Year, or (ii) the lesser of two hundred percent (200%) of such Matching Contribution Percentage for all other
eligible Employees for the preceding Plan Year, or such Matching Contribution Percentage for all other eligible Employees for the preceding Plan Year, plus two (2) percentage points. 

This limitation shall be applied and used in testing under the prior or preceding year method under Code Section 401(m)(2). Provided, the Company may
amend the Plan to provide that elects to apply the limitations of this paragraph by using the current Plan Year rather than the preceding Plan Year, in accordance with applicable Regulations, except that if such election is made, it may not be
changed except as provided by the Internal Revenue Service under Code Section 401(m)(2). 

  
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 If two (2) or more plans of the Company to which matching contributions, employee contributions, or elective
deferrals are made are treated as one (1) plan for purposes of Code Section 410(b), such plans shall be treated as one (1) plan for purposes of this paragraph and the Plan, for purposes of this paragraph and the Plan, in accordance
with Code Section 401(m)(2)(B) and Treasury Regulations §1.401(m)-1(f). 
 If a Highly Compensated Employee participates in two (2) or more
plans of the Company to which contributions to which Code Section 401(m) applies are made, all such contributions shall be aggregated for purposes of this paragraph and the Plan, in accordance with Code Section 401(m)(2)(B) and Treasury
Regulations §§1.401(m)-1(b)(3) and 1.401(m)-1(f). 
 5. Separate Application of Limitations 

If this Plan is maintained by separate employers as a multiple employer plan, the Actual Deferral Percentage limitations in paragraph 3. above, and the
Matching Contribution Percentage limitations in paragraph 4. above, shall be applied as if each separate employer maintaining this Plan as a multiple employer plan maintained a separate plan. 

6. Limitation on Allocations; Annual Additions 
 Pursuant
to this paragraph 6, contributions and other additions to the Plan with respect to any Participant for any taxable year shall not exceed the limitation provided in Code Section 415(c)(3), expressed as an Annual Addition to the
Participant’s account, which limitation is the greater of (i) $52,000 (adjusted for increases in the cost-of-living pursuant to Code Section 415(d)), or (ii) 100% of the Participant’s Compensation, as described and provided
herein below. 
 A. Limitation for Participant that Participates in No Other Plan. 

 

	 	1.	(a) If the Participant does not participate in, and has never participated in another qualified plan maintained by the Company or a welfare benefit fund, as defined in §419(e) of the Code maintained by the Company,
or an individual medical account, as defined in §415(l)(2) of the Code, maintained by the Company, or a simplified employee pension, as defined in §408(k) of the Code, maintained by the Company, which provides an Annual Addition as defined
in paragraph 6.C.1., below, the amount of Annual Additions which may be credited to the Participant’s account for any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in the Plan.


  

	 	(b)	If the Company contribution that would otherwise be contributed or allocated to the Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the
amount contributed or allocated will be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount. 


  
 39 








 2. Prior to determining the Participant’s actual Compensation for the Limitation Year, the
Company may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of the Participant’s Compensation for the Limitation Year, uniformly determined for all Participants similarly situated. 

3. As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Participant’s actual Compensation for the Limitation Year. 
 4. If there is an Excess Amount of a
Participant’s Annual Additions for a Limitation Year it shall be corrected and adjusted in the manner allowed and authorized under Code Section 401(a) and applicable regulations and guidance published by the Internal Revenue Service,
including the Employee Plans Compliance Resolution System (EPCRS). 
 B. Limitation for Participant that Participates in Other Plan. 

 

	 	1.	(a) This paragraph 6.B. applies if, in addition to this Plan, the Participant is covered under another qualified defined contribution plan maintained by the Company, a welfare benefit fund maintained by the Company, an
individual medical account maintained by the Company, or a simplified employee pension maintained by the Company, that provides an Annual Addition as defined in paragraph 6.C.1., during any Limitation Year. 


 

	 	(b)	The Annual Additions which may be credited to a Participant’s Account under this Plan for any such Limitation Year will not exceed the Maximum Permissible Amount reduced by the Annual Additions credited to a
Participant’s account under the other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions for the same Limitation Year. 


 

	 	(c)	If the Annual Additions with respect to the Participant under other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions maintained by the Company
are less than the Maximum Permissible Amount and the Company contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this
limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount. 


 

	 	(d)	If the Annual Additions with respect to the Participant under such other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions in the aggregate are
equal to or greater than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant’s Account under the Plan for the Limitation Year. 


  
 40 








 2. Prior to determining the Participant’s actual Compensation for the Limitation Year, the
Company may determine the Maximum Permissible Amount for a Participant in the manner described in paragraph 6.A.2., above. 
 3. As soon as
is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual Compensation for the Limitation Year. 

4. If, pursuant to paragraph 6.B.3., above, or as a result of the allocation of forfeitures, a Participant’s Annual Additions under the
Plan and such other plans would result in an Excess Amount for a Limitation Year, the Excess Amount will be deemed to consist of the Annual Additions last allocated, except that Annual Additions attributable to a simplified employee pension will be
deemed to have been allocated first, followed by Annual Additions to a welfare benefit fund or individual medical account, regardless of the actual allocation date. 

5. If an Excess Amount was allocated to a Participant on an allocation date of the Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to the Plan will be the product of, 
  

	 	(a)	the total Excess Amount allocated as of such date, times 

  

	 	(b)	the ratio of (i) the Annual Additions allocated to the Participant for the Limitation Year as of such date under the Plan to (ii) the total Annual Additions allocated to the Participant for the Limitation Year
as of such date under this Plan and all the other qualified defined contribution plans. 

 6. Any Excess Amount attributed to
this Plan will be disposed in the manner described in paragraph 6.A.4. 
 C. Definitions. The following definitions shall apply for purposes of this
paragraph 6, and is applicable under the Plan. 
 1. Annual Additions: The sum of the following amounts credited to a
Participant’s Account for the limitation year: 
  

	 	(a)	Company contributions; 

  

	 	(b)	Employee contributions; 

  

	 	(c)	Forfeitures; 


  
 41 









	 	(d)	Amounts allocated to an individual medical account, as defined in Code Section 415(l)(2), which is part of a pension or annuity plan maintained by the Company are treated as Annual Additions to a defined
contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a welfare
benefit fund, as defined in Code Section 419(e), maintained by the Company are treated as Annual Additions to a defined contribution plan; and 

  

	 	(e)	Allocations under a simplified employee pension. 

 For this purpose, any Excess
Amount applied under paragraphs 6.A.4. and 6.B. in the Limitation Year to reduce Company contributions will be considered Annual Additions for such Limitation Year. 

2. Compensation: Compensation is defined as wages, salaries, and fees for professional services and other amounts received (without
regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Company or employer maintaining the Plan to the extent that the amounts are includable in gross income (including, but
not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable
Plan (as described in Treasury Regulations §1.62-2(c) ), and excluding the following: 
  

	 	(a)	Employer contributions to a plan of deferred compensation which are not includible in the Employee’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee
pension plan, or any distributions from a plan of deferred compensation; 

  

	 	(b)	Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of
forfeiture; 

  

	 	(c)	Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and 

  

	 	(d)	Other amounts which received special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code
Section 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee). 


In general, for purposes of applying the limitations of this paragraph 6., Compensation for a Limitation Year is the
Compensation actually paid or made available in gross income during such Limitation Year. 

  
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 Notwithstanding the preceding sentence, Compensation for a Participant in a
defined contribution plan who is permanently and totally disabled (as defined in Code Section 22(e)(3)) is the Compensation such Participant would have received for the Limitation Year if the Participant had been paid at the rate of
Compensation paid immediately before becoming permanently and totally disabled. 
 Any compensation shall be considered for
purposes of this paragraph for a Limitation Year notwithstanding that is paid after the Participant’s severance from employment with the Company, provided the compensation is paid by the later of 2 1/2 months after severance from employment
with the Company or the end of the Limitation Year that includes the date of severance from employment with the Company. 
 3. Defined
Contribution Dollar Limitation: $52,000, as adjusted under Code Section 415(d). 
 4. Company: For purposes of this
paragraph, Company shall mean the Company and subsidiaries that adopt the Plan, and all members of a controlled group of corporations (as defined in Code Section 414(b), as modified by Code Section 415(h)), all commonly controlled trades
or businesses (as defined in Code Section 414(c), as modified by Code Section 415(h)) or affiliated service groups (as defined in Code Section 414(m)) of which the adopting entity is a part, and any other entity required to be
aggregated with the Company pursuant to regulations under Code Section 414(o). 
 5. Excess Amount: The excess of the
Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount. 
 6. Limitation Year: A calendar
year. All qualified plans maintained by the Company must use the same Limitation Year. If the Limitation Year is amended to a different 12-consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the
amendment is made. 
 7. Maximum Permissible Amount. 

For limitation years beginning on or after January 1, 2002, except for catch up contributions described in Code
Section 414(v), the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year shall not exceed the lesser of: 

 

	 	(a)	The Defined Contribution Dollar Limitation. 

  

	 	(b)	100 percent of the Participant’s Compensation for the Limitation Year. 

 The compensation
limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or Code Section 419A(f)(2)), which is otherwise treated as an Annual Addition.


  
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 If a short limitation year is created because of an amendment changing the Limitation Year to a
different 12-consecutive month period, the Maximum Permissible Amount will not exceed the defined contribution dollar limitation multiplied by the following fraction: 

    Number of months in the short limitation year     

12 
 7. No Return or Diversion of Contributions
Except for Mistake 
 Except as provided in paragraphs 8. and 9. of this Article VIII below, the Trustee shall hold the Company’s contributions in
the respective Participants’ Accounts, subject to the provisions of the Plan; and no part of those contributions shall be recoverable by the Company, nor shall they be used for, or diverted to any other purpose, except for return thereof to the
Company in the case and to the extent of its contributions having been made by reason of a mistake of fact, in which case the return to the Company of the amount involved shall be made within one (1) year of the mistaken contribution; and if a
contribution to the Plan conditioned upon the deductibility of the contribution under Code Section 404, as provided in paragraph 13. of this Article VIII below, then such contribution may be returned to the Company (to the extent disallowed)
within one (1) year after the disallowance of the deduction; provided, that any contribution for a Participant which exceeds the limitations provided in paragraphs 2. and 3. of this Article VIII above shall be distributed to the Participant as
directed by the Committee within a reasonable period of time consistent with requirements for distributing excess deferrals under the Code and regulations thereunder. 

8. Distribution of Excess Deferrals 
 If any Excess
Deferrals are included in the gross income of a Participant for any taxable year under Code Section 402(g)(1), (or corresponding section of any future federal tax code), then not later than March 1 following the close of the taxable year,
such Participant may allocate the amount of such Excess Deferrals among the plans under which the Excess Deferrals were made and may notify the Committee of the portion allocated to the Plan; and not later than April 1 following the close of
the taxable year, the Plan may distribute to such Participant the amount allocated to the Plan (and any income allocable to such amount). Such distribution of the Excess Deferrals of a Participant may be made notwithstanding any other provision of
the Plan, the Code, or ERISA; provided, that except to the extent provided in applicable Treasury Regulations, notwithstanding the distribution of such portion of Excess Deferrals from the Plan, such portion shall be treated as a contribution of the
Company for purposes of applying the limitations in paragraphs 3. and 4. of this Article VIII above and Code Section 401(k). If the Plan distributes only a portion of any Excess Deferrals allocated to the Plan and income allocable thereto, such
portion shall be treated as having been distributed ratably from the Excess Deferral allocable to the Plan and the income. 

  
 44 








 9. Excess 401(k) Contributions 

In the event there are Excess Contributions under the limitations of Code Section 401(k) for any Plan Year actually paid over to the Trust on behalf of
Highly Compensated Employees, then the Committee may, in its sole discretion, direct the Trustee to distribute the amount of such Excess Contributions for such Plan Year (and any income allocable to such Excess Contributions). Notwithstanding any
other provision of this Plan, Excess Contributions plus any income and minus any loss allocable thereto, shall be distributed no later than the last day of each Plan Year to Participants to whose accounts such Excess Contributions were allocated for
the preceding Plan Year; provided, that such distribution shall be made as promptly as practicable, so as to avoid the effect of Code provisions stating that if such excess amounts are distributed more than
2 1⁄2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the employer
maintaining the Plan with respect to such amounts. Excess Contributions shall be allocated to the Highly Compensated Employees with the largest amounts of Company contributions taken into account in calculating the Actual Deferral Percentage test
for the Plan Year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Company contributions and continuing in descending order until all the Excess Contributions have been allocated. For purposes
of the preceding sentence the “largest amount” is determined after distribution of Excess Contributions. If such excess amounts are distributed more than two and one-half (2 1⁄2) months after the last day of the Plan Year in which such excess amounts arose, a 10-percent excise tax will be imposed on the Company with respect to such amounts. 

Excess Contributions (including the amounts recharacterized) shall be treated as annual additions under the Plan. 

Excess Contributions shall be adjusted for any income or loss up to the end of the Plan Year. Unless otherwise determined by the Committee, the income or loss
allocable to Excess Contributions is the income or loss allocable to the Participant’s Elective Deferral account (and, if applicable, the Qualified Non-elective Contribution account or the Qualified Matching Contributions account or both) for
the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Contributions for the year and the denominator is the Participant’s account balance attributable to Elective Deferrals (and Qualified Non-Elective
Contributions or Qualified Matching Contributions, or both, if any of such contributions are included in the Actual Deferral Percentage test) without regard to any income or loss occurring during such Plan Year. 

Excess Contributions shall be distributed from the Participant’s Elective Deferral account and Qualified Matching Contribution account (if applicable) in
proportion to the Participant’s Elective Deferrals and Qualified Matching Contributions (to the extent used in the Actual Deferral Percentage test) for the Plan Year. Excess Contributions shall be distributed from the Participant’s
Qualified Non-elective Contribution account only to the extent that such Excess Contributions exceed the balance in the Participant’s Elective Deferral account and Qualified Matching Contribution account. 

The Committee may, in its sole discretion, permit a Participant to treat his or her Excess Contributions as an amount distributed to the Participant and then
contributed by the Participant to the Plan. Such recharacterized amounts will remain nonforfeitable and subject to the same distribution requirements as Elective Deferrals under the Plan. Amounts may not be recharacterized by a Highly Compensated
Employee to the extent that such amount in combination with other Participant contributions made by the Participant would exceed any 

  
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stated limit under the Plan on Participant contributions. Any such recharacterization must occur no later than two and one-half (2 1⁄2) months after the last day of the Plan Year in which such Excess Contributions arose and is deemed to occur no earlier than the date the last Highly Compensated Employee is informed in writing of the amount
recharacterized and the consequences thereof. Recharacterized amounts will be taxable to the Participant for the Participant’s tax year in which the Participant would have received them in cash. 

If and to the extent Excess Contributions (and income allocable thereto) are distributed, such Excess Contributions and allocable income shall be designated
by the Company as a distribution of Excess Contributions (and income) and shall be distributed to the appropriate Highly Compensated Employees after the close of the Plan Year in which the Excess Contributions arose and within twelve
(12) months after the close of that Plan Year. In all cases, for purposes of the foregoing, the income allocable to Excess Contributions shall equal the sum of the allocable gain or loss for the Plan Year. In addition to the provisions stated
above, the Committee may determine and use any reasonable method for computing the income allocable to Excess Contributions, which method shall be nondiscriminatory, be used consistently for all Participants and for all corrective distributions
under the Plan for the Plan Year, and be used by the Plan for allocating income to Participants’ accounts. 
 The amount of Excess Contributions to be
distributed or to be recharacterized under the foregoing provisions of this Article VIII with respect to a Participant shall be reduced by any Excess Contributions previously distributed to the Participant for the Participant’s taxable year
ending with or within the Plan Year in accordance with Code Section 402(g)(2), (or corresponding section of any future federal tax code), and the amount of Excess Contributions that may be distributed with respect to a Participant for a taxable
year shall be reduced by any Excess Contributions previously distributed or recharacterized with respect to the Participant for the Plan Year beginning with or within the taxable year, in the manner necessary to satisfy the applicable provisions of
the Treasury Regulations under Code Section 401(k). 
 10. Excess Aggregate Contributions 

In the event the aggregate amount of Matching Contributions and employee contributions (and any qualified nonelective contribution or elective contribution
taken into account in computing the contribution percentage) actually made on behalf of Highly Compensated Employees for any Plan Year is an amount in excess of the maximum amount of such contributions permitted under the limitations on matching
contributions stated in paragraph 4. of this Article VIII (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their contribution percentages beginning with the highest of such percentages), then the
Committee may, in its sole discretion, direct the Trustee to distribute the amount of such excess of such contributions for such Plan Year (and any income allocable to such contributions), but the distribution of such excess contributions (and
income) shall be made within two and one-half (2 1⁄2) months after the close of such Plan Year. Any distribution of such Excess Aggregate Contributions
for any Plan Year shall be made to Highly Compensated Employees on the basis of the amount of contributions on behalf of, or by, each such Highly Compensated Employee. 

The determination of the amount of such excess aggregate contributions with respect to the Plan shall be made after (i) first determining the excess
deferrals (within the meaning of Code Section 402(g) (or corresponding section of any future federal tax code)), and (ii) then determining the excess 401(k) Contributions under paragraph 3. of this Article VIII. 

  
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 Notwithstanding any other provision of this Plan, Excess Aggregate Contributions, plus any income and minus any
loss allocable thereto, shall be distributed no later than the last day of each Plan Year to Participants to whose accounts such Excess Aggregate Contributions were allocated for the preceding Plan Year; provided, that such distribution shall be
made as promptly as practicable, so as to avoid the effect of Code provisions stating that if such Excess Aggregate Contributions are distributed more than
2 1⁄2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the employer
maintaining the Plan with respect to those amounts. 
 Excess Aggregate Contributions shall be treated as annual additions under the Plan. 

Excess Aggregate Contributions shall be adjusted for any income or loss up to the end of the Plan Year. Unless otherwise determined by the Committee, the
income or loss allocable to Excess Aggregate Contributions is the income or loss allocable to the Participant’s Employee Contribution account Matching Contribution account, Qualified Matching Contribution account (if any, and if all amounts
therein are not used in the Actual Deferral Percentage test) and, if applicable, Qualified Non-elective Contribution account and Elective Deferral account for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s
Excess Aggregate Contributions for the year and the denominator is the Participant’s account balance(s) attributable to Contribution Percentage Amounts without regard to any income or loss occurring during such Plan Year. 

Excess Aggregate Contributions shall be distributed on a pro-rata basis from the Participant’s Employee Contribution account, Matching Contribution
account, and Qualified Matching Contribution account (and, if applicable, the Participant’s Qualified Non-elective Contribution account or Elective Deferral account, or both). 

The method of distributing Excess Aggregate Contributions shall in all cases satisfy the requirements of Code Section 401(a)(4), and after any correction
by means of such distributions, each level of matching contributions must be currently and effectively available to a group of Employees that satisfies Code Section 410(b), and in correcting Excess Aggregate Contributions by means of
distributions, Participant contributions may not be distributed to Highly Compensated Employees to the extent needed to meet the requirements of Code Section 401(m)(2) while Matching Contributions attributable to Participant Contributions
remain allocated to Highly Compensated Employees’ accounts; provided, that a method of distributing Excess Aggregate Contributions may include the distribution of unmatched Participant contributions that exceed the highest rate at which
Participant contributions are matched before matched Participant contributions, or the distribution of Matching Contributions prior to Participant contributions. 

The distribution of Excess Aggregate Contributions under this paragraph shall include all income applicable thereto. The income allocable to Excess Aggregate
Contributions is equal to the sum of the allocable gain or loss for the Plan Year. In addition, to the provisions stated above, the Committee may determine and use any reasonable method for computing the income allocable to Excess Aggregate
Contributions, which method shall be nondiscriminatory, be used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and be used by the Plan for allocating income to Participants’ accounts.


  
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 11. Qualified Nonelective and Matching Contributions 

The Company may, in its sole discretion, elect to make Qualified Nonelective Contributions and Qualified Matching Contributions that are to be treated as
401(k) Contributions in order to satisfy the Actual Deferral Percentage tests prescribed in paragraph 3. of this Article VIII, and treated as Company Matching Contributions, to satisfy the nondiscrimination tests prescribed in paragraph 4. of this
Article VIII provided that such Qualified Nonelective Contributions or Qualified Matching Contributions shall be treated as 401(k) Contributions or Company Matching Contributions if they satisfy the requirements for such treatment prescribed by the
applicable Treasury Regulations. The term “Qualified Nonelective Contributions” means Company contributions to the Plan other than 401(k) Contributions and Company Matching Contributions that satisfy the requirements of the
nondiscrimination requirements of the Plan provided in paragraph 3. of this Article VIII, and the distribution limitations applicable to 401(k) Contributions under the Plan, Code Section 401(k)(2)(B), and Treasury Regulations
Section 1.401(k)-1(d). 
 The amount of any nonelective contributions to the Plan, including those Qualified Nonelective Contributions treated as
elective contributions for purposes of the Actual Deferral Percentage test, must satisfy the requirements of Code Section 401(a)(4) and Treasury Regulations thereunder; the amount of nonelective contributions, excluding those Qualified
Nonelective Contributions treated as elective contributions for purposes of the Actual Deferral Percentage Test and those nonelective contributions treated as matching contributions for purposes of the Actual Deferral Percentage Test must satisfy
the requirements of Code Section 401(a)(4) and applicable Treasury Regulations thereunder; and the Qualified Nonelective Contributions and Qualified Matching Contributions must satisfy the requirements of Treasury Regulation
§ 1.401(k)-2(a)(6) for the Plan Year as if such contributions were elective contributions. 
 The aggregation requirements specified in Treasury
Regulations § 1.401(k)-2(a)(6)(iii) shall be satisfied with respect to any taking into account of Qualified Nonelective Contributions and Qualified Matching Contributions for purposes of the Actual Deferral Percentage test. 

The Plan shall be administered by the Committee to assure that the amount of nonelective contributions, including those Qualified Nonelective Contributions
treated as Matching Contributions for purposes of the Actual Contribution Percentage test, shall satisfy the requirements of Code Section 401(a)(4) and the Treasury Regulations thereunder. The amount of nonelective contributions, excluding
those Qualified Nonelective Contributions treated as Matching Contributions for purposes of the Actual Contribution Percentage test and those Qualified Nonelective Contributions treated as elective contributions under Code Section 401(k) for
purposes of the Actual Deferral Percentage Test, shall satisfy Code Section 401(a)(4) and the Treasury Regulations thereunder; the elective contributions, including those treated as Matching Contributions for purposes of the Actual Contribution
Percentage Test must satisfy the requirements of Code Section 401(k)(3); the Qualified Nonelective Contributions shall be allocated to the Participant under the Plan as of a date within the Plan Year, and the elective contributions shall
satisfy Code Section 401(k) and the Treasury Regulations thereunder for the Plan Year; and the aggregation of plans requirements of Treasury Regulations § 1.401(m)-1(b)(4) shall be satisfied. 

  
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 In administering the Plan with respect to Qualified Nonelective Contributions certain contributions are not taken
into account. Qualified Nonelective Contributions cannot be taken into account for a Plan Year for a non-highly compensated employee (hereinafter referred to as “NHCE”) to the extent such contributions exceed the product of that
NHCE’s compensation and the greater of five percent (5%) or two (2) times the Plan’s Representative Contribution Rate. Any Qualified Nonelective Contribution taken into account under an actual contribution percentage test under
Treas. Reg. §1.401(m)-2(a)(6) (including the determination of the Representative Contribution Rate for purposes of Treas. Reg. §1.401(m)-2(a)(6)(v)(B)), is not permitted to be taken into account. For purposes of this paragraph, the
Plan’s “Representative Contribution Rate” means and is the lowest Applicable Contribution Rate of any eligible NHCE among a group of eligible NHCEs that consists of half of all eligible NHCEs for the Plan Year (or, if greater, the
lowest Applicable Contribution Rate of any eligible NHCE in the group of all eligible NHCEs for the Plan Year and who is employed by the Company on the last day of the Plan Year); and the “Applicable Contribution Rate” for an eligible NHCE
means and is the sum of the qualified matching contributions taken into account for the eligible NHCE for the Plan Year and the Qualified Nonelective Contributions made for the eligible NHCE for the Plan Year, divided by the eligible NHCE’s
compensation for the same period. 
 12. Plan Not Dependent Upon Earnings; Company Contributions Limited to Earnings 

This Plan is intended to be a profit-sharing plan within the meaning of Code Sections 401(a)(1) and 401(a) (27) without regard to current or accumulated
earnings and profits of the Company; provided, that if at any time the Company’s net earnings and earned surplus as reflected by its books of account are insufficient to permit the making in full therefrom of any contribution otherwise required
to be made by the Company hereunder, such contributions shall be required to be made only to the extent, if any, that such net earnings, earned surplus, and accumulated earnings and profits are sufficient, and the deficiency shall not thereafter be
made up even though such earnings and profits again become sufficient therefor; provided further, however, that the portion of this Plan which constitutes an employee stock ownership plan is intended to be a stock bonus plan within the meaning of
Code Sections 401(a) and 4975(e)(7), and the Treasury regulations thereunder which is established and maintained by the Company to provide benefits similar to those of a profit-sharing plan except that the contributions by the Company are not
necessarily dependent upon profits and the benefits are distributable in stock of the Company. 
 13. Maximum Contribution 

In no event, however, shall Company contributions be made in excess of the amount deductible under Code Section 404, or other applicable federal law now
or hereafter in effect. 

  
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 14. Application of Dollar Leveling Method. 

The distribution of Excess Contributions for any Plan Year shall be made to Highly Compensated Employees on the basis of the amount of contributions by, or on
behalf of each Highly Compensated Employee in accordance with Code Section 401(k)(8)(C). A parallel method shall also be used for recharacterizing Excess Contributions under Code Section 401(k)(8)(A)(ii), and for distributing Excess
Aggregate Contributions under Code Section 401(m)(6)(C). 
 In order to distribute Excess Contributions (and to apply a parallel method to
recharacterize Excess Contributions, or distribute Excess Aggregate Contributions, as applicable) the following procedure and method shall be used: 
  

	 	(1)	Calculate the dollar amount of Excess Contributions for each affected Highly Compensated Employee in a manner described in Code Section 401(k)(8)(B) and Treasury Regulations § 1.401(k)-2(b)(2). However, in
applying these rules, rather than distributing the amount necessary to reduce the Actual Deferral Percentage of each affected Highly Compensated Employee in order of such Highly Compensated Employees Actual Deferral Percentages, beginning with the
highest Actual Deferral Percentage, the Plan shall use these amounts in step (2.) 

  

	 	(2)	Determine the total of the dollar amounts calculated in step (1). 

 This total amount in step (2) (total
excess contributions) should be distributed in accordance with steps (3) and (4), below: 
  

	 	(3)	The elective contributions of the Highly Compensated Employee with the highest dollar amount of elective contributions are reduced by the amount required to cause that Highly Compensated Employee’s elective
contributions to equal the dollar amount of the elective contributions of the Highly Compensated Employee with the next highest dollar amount of elective contributions. This amount is then distributed to the Highly Compensated Employee with the
highest dollar amount. However, if a lesser reduction, when added to the total dollar amount already distributed under this step, would equal the total excess contributions, the lesser reduction amount is distributed. 


 

	 	(4)	If the total amount distributed is less than the total excess contributions, step (3) is repeated. 


15. Income Allocable to Excess Contributions 

Notwithstanding anything to the contrary otherwise expressed or implied by the terms of the foregoing provisions of this Article VIII, or otherwise in the
Plan, for Plan Years beginning on or after January 1, 2008, the income allocable to Excess Contributions is equal to the allocable gain or loss through the end of the Plan Year. 

  
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 ARTICLE IX. 

INVESTMENT PROVISIONS 
 PARAGRAPH

 1. Participant Directed Investment 
 A.
General. The amounts allocated to Participant Accounts and Plan assets shall be invested by the Trustee in accordance with this Article IX. The Plan investment options made available to Participants from time to time shall be established,
maintained, modified and changed by action of the Committee, unless otherwise determined or directed by the Company. 
 B. Plan Investment Policy. The
Committee shall be authorized and is directed to adopt, maintain, monitor, and update from time to time a written investment policy statement for the Plan. The investment policy statement for the Plan shall provide a written policy to govern the
providing of a program under the Plan that includes investment options for directed investment of Participant Accounts by Participants. The investment policy statement for the Plan shall be periodically reviewed by the Committee and modified as the
Committee determines to be in accordance with the purposes and provisions of the Plan and other circumstances the Committee considers relevant. 
 C.
Direction of Investment; Investment Options. A Participant shall have the right and opportunity, by delivery of his/her direction to the Committee in the manner and form it prescribes, in turn direct the Trustee, that any or all cash in
his/her account, including his/her deposits, the Company’s contributions, and any other cash, shall be invested under any one or more of certain designated investment options made available under the Plan. The Committee shall in turn furnish or
cause the Participant’s investment direction to be delivered to and acted upon by the Trustee within such period of time as the Committee determines to be reasonable and practicable in the circumstances. A Participant’s initial direction
of investment shall be in written form or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee. A Participant shall be authorized and have the right and opportunity, after initial direction
of investment, to give further directions for changes in the investment of his/her account by written direction, electronic medium, use of a telephone voice response system established by the Committee and Trustee for the Plan or other means
determined and prescribed by the Committee. Investment in certain options may be limited to retention and maintenance of prior contributions invested in such options, with no further investment of contributions therein being permitted, as more
particularly provided below. The Committee may establish, modify and change the investment options made available to Participants from time to time. A Participant may also change his investment direction and direct sales from time to time to the
extent permitted and authorized in subparagraphs 1.D. and F., and paragraph 3., below. 
 D. Qualified Default Investment of Participant Account 

1. Notwithstanding the foregoing, if a Participant fails or refuses to direct the investment of all or any part of his/her Participant Account
the amount of the Account that is not directed to be invested by the Participant shall be invested in a Qualified Default Investment Alternative that is determined by the Company and the Committee in accordance with paragraph E of this Article IX,
below, and otherwise in accordance with the Plan. 

  
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 2. With respect to the investment of assets in a Participant Account pursuant to this paragraph,
the following requirements and conditions shall apply: 
  

	 	(a)	The assets shall be invested in the Qualified Default Investment Alternative as defined herein. 

  

	 	(b)	The Participant or beneficiary on whose behalf the investment is made shall have had an opportunity to direct investment of assets of his/her Participant Account but did not direct the investment of the assets.


  

	 	(c)	The Participant or beneficiary on whose behalf an investment is made in such a Qualified Default Investment Alternative shall be furnished with a notice that satisfies the requirements set forth below.


  

	 	(d)	Any material provided to the Plan relating to a Participant’s or beneficiary’s investment in a Qualified Default Investment Alternative shall be provided to the Participant or beneficiary. 


 

	 	(e)	Any Participant or beneficiary on whose behalf assets are invested in a Qualified Default Investment Alternative may, consistent with the terms of the Plan (but not less frequently than once within any three
(3) month period) transfer, in whole or in part, such assets to any other investment option or alternative available under the Plan without financial penalty. 


 

	 	(f)	The Plan shall otherwise offer a broad range of investment alternatives within the meaning of 29 CFR 2550.404c-1(b)(3). 


3. For investment of a Participant Account pursuant to this paragraph the Participant shall be provided written notice of the Qualified Default
Investment Alternative investment of his/her Participant Account in a manner determined to be understood by the average Plan Participant and that contains a description of the circumstances under which assets of the individual account of a
Participant and beneficiary may be invested on behalf of the Participant or beneficiary in a Qualified Default Investment Alternative; a description of the Qualified Default Investment Alternative under the Plan, including a description of the
investment objectives, risk and return characteristics, and fees and expenses attendant to the investment alternative; a description of the right of Participants and beneficiaries on whose behalf assets are invested in a Qualified Default Investment
Alternative to direct the investment of those assets to any other investment option under the Plan, without financial penalty; and an explanation of where the Participants and beneficiaries can obtain investment information concerning the other
investment options under the Plan. 

  
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 4. For purposes of the foregoing and the Plan, the term “Qualified Default Investment
Alternative” shall mean an investment option established and maintained under the Plan that meets the requirements and conditions for treatment as a qualified default investment alternative under 29 CFR §2550.404c-5. 

E. Investment Options. The investment options existing and recognized under the Plan and Trust, shall be established as hereinabove provided, and
regularly listed and described to Participants by written information and memoranda, and by electronic media, furnished by and at the direction of the Committee from time to time. The investment options shall include ONEOK, Inc. Common Stock and
other investments determined by the Committee or required hereunder. It is intended that the investment options shall provide Participants investment alternatives which will provide a Participant with a reasonable opportunity to materially affect
the potential return on amounts in his/her Plan account and the degree of risk to which such amounts are subject, and to choose from at least three (3) investment options, each of which is diversified, has materially different risk and return
characteristics, and which in the aggregate enable the Participant to achieve investment direction of risk and return characteristics within the range normally appropriate for such Participant, and when combined with investments in other
alternatives will tend to allow reasonable diversification so as to minimize risk of losses, taking into account all circumstances. 
 A Participant may, by
written, telephone voice response or internet direction to the Committee, and in turn to the Trustee, as provided above, direct that his/her deposits and account, the Company’s contributions and any other cash be deposited in such investment
options. 
 A Participant who was a Participant in the Prior ONEOK, Inc. Thrift Plan or the KGS 401(k) Thrift Plan may retain in his/her account stock or
securities which were his/her prior directed investments in such Plans to the extent, and as the Committee may prescribe by written memoranda and instructions pertaining to the Plan. The Committee may prescribe the manner in which dividends or other
amounts received from such retained investments may be invested, and may limit or prescribe additional investment or reinvestment in such stock or securities. 

A Participant shall be permitted to retain shares of ONE Gas, Inc. common stock issued under the Plan as a dividend to shareholders of ONEOK, Inc. common
stock in connection with the Separation (as described in Article XXV). Any such investment in ONE Gas, Inc. common stock after the Separation shall be subject to the provisions of this Plan applicable to other Plan investment options except that
(1) the investment in ONE Gas, Inc. common stock is authorized by the Company solely to enable Participants who own ONEOK, Inc. common stock under the Plan to participate in the Separation under the same terms as other shareholders of ONEOK,
Inc. common stock; (2) the Committee shall not have the discretion to eliminate ONE Gas, Inc. common stock as an investment option unless the Committee determines, in its sole discretion, that ONE Gas, Inc. is insolvent or otherwise in danger
of imminent collapse; (3) after the Separation, no additional shares of ONE Gas, Inc. common stock may be purchased in any manner whether by deposit, exchange, transfer, reinvestment of dividends or otherwise; (4) ONE Gas, Inc. common
stock shall not be subject to the diversification requirement (under the meaning of 404(a)(1)(C)) of ERISA applicable to other Plan investment options; and (5) Participants shall be notified of the importance of diversifying their overall
investment portfolio. 

  
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 Notwithstanding any other provisions herein, the right of Participants to direct the purchase, sale or transfer
of ONEOK, Inc. Common Stock for their Plan Accounts may be limited, suspended and restricted from time to time, and for such periods of time as the Committee, in its discretion, determines to be necessary and appropriate for administration of the
Plan and Trust, including, without limitation, for the purpose of determining the amount and timing of ESOP Dividend Distributions and ESOP Dividend Distribution/Additional Deferral Contributions under the Plan. The Committee may direct such
limitations, suspensions and restrictions to be made, and cause Participants and the Trustee to be given notice thereof, in the manner it determines reasonable and practical in the circumstances. Notwithstanding the foregoing, the Committee shall
not have the discretion to eliminate ONEOK, Inc. Common Stock as an investment option under the Plan, and the continued availability of ONEOK, Inc. common stock as an investment option under the Plan shall be presumed prudent, unless the Committee
determines, in its sole discretion, that the Company is insolvent or otherwise in danger of imminent collapse. 
 The investments selected and directed by
Participants may increase or decrease in value due to changes and fluctuations in market conditions and other circumstances, and the Company, Committee and Trustee do not warrant or guarantee, by or under the Plan or otherwise, the value of any
security or other investment directed by a Participant hereunder. 
 Notwithstanding the foregoing, the investment by a Participant who is a Section 16
Person shall be subject to the limitations and restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to any Discretionary Transactions involving the investment of his/her deposits, the Company’s contributions
and any other cash attributable to his/her account. 
 F. Change in Participant’s Investment Direction. Any direction by a Participant that
available funds in his/her account shall be invested under a particular investment option shall be deemed a continuing direction until changed by the Participant. A Participant may, by written direction, electronic medium, telephone voice response
system or other means determined and prescribed by the Committee give direction to the Committee and/or the Trustee to change investment options for investment of the Participant Account of the Participant, and the Committee shall if necessary in
turn direct the Trustee by means it determines and the form it prescribes to change the Participant’s investment direction; provided, that a Participant who is a Section 16 Person shall be subject to the limitations, restrictions and other
provisions of paragraph 8. of this Article IX, below, with respect to such Participant’s direction of investments that are Discretionary Transactions; provided, further, that the amount which may be transferred, sold or exchanged pursuant to
any directed cancellation or change in any investment direction shall be at least Two Hundred Fifty Dollars ($250.00) or the full value of the investment being cancelled or changed, whichever is less. 

G. Sale of Investments at Participant Direction. A Participant may (i) by written direction in form prescribed by the Committee, or (ii) by
electronic medium, telephone voice response system or other means determined and prescribed by the Committee and/or the Trustee to sell or turn in for redemption, as may be appropriate, any security purchased at the Participant’s
direction; the Participant may similarly direct the exchange of any security or securities of an investment option under the Plan as allowed and practicable in administration of the Plan; and the Participant may similarly direct the investment of
the proceeds of any such sale or redemption, with or without the addition of other available cash then in the Participant’s account, 

  
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under any one or more of the investments options currently in effect under the Plan for which additional investment of contributions and cash may be so directed; provided, that a Participant who
is a Section 16 Person shall be subject to the limitations, restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to the direction of the sale or redemption transactions involving any security issued by the
Company that are Discretionary Transactions, as defined by paragraph 8 of this Article IX below; provided, further, that the amount as to any investment or security which may be so directed to be sold or redeemed and directed to be invested under
other investment options shall be at least Two Hundred Fifty Dollars ($250.00) or the full value of the investment being sold or redeemed, whichever is less. 

H. Minimum Transaction Direction. The Committee may prescribe that a minimum amount and value must be directed to be changed, sold or exchanged in any
change, sale, exchange or other transaction directed to be made by a Participant pursuant to the provisions of this Article IX, and the Plan, which amount shall be provided and disclosed by the Committee and Trustee to Participants; and unless
otherwise expressly determined and prescribed by the Committee, such minimum amount and value shall be Two Hundred Fifty Dollars ($250.00). 
 I. ESOP
Diversification of Investments. It is intended that the Participant investment options and investment direction provisions stated above in this Article IX shall be administered in the manner which will satisfy the investment diversification
requirements of Code Section 401(a)(28) (or corresponding section of any future federal tax code) as to the portion of the Plan which constitutes an Employee Stock Ownership Plan, and in accordance with such requirements, and notwithstanding
anything otherwise provided in the Plan with respect to that portion of the Plan which constitutes an Employee Stock Ownership Plan, each Qualified Participant may elect within ninety (90) days after the close of each Plan Year in the Qualified
Election Period to direct the Plan and the Trustee as to the investment of at least twenty-five percent (25%) of such Participant’s Account in the Plan which is invested in Company securities (to the extent such portion exceeds the amount
to which a prior election under this paragraph applies). In the case of the election year in which the Participant can make his/her last election, the preceding sentence shall be applied by substituting “fifty percent (50%)” for
“twenty-five percent (25%).” The Plan shall offer at least three (3) investment options (not inconsistent with Treasury regulations published under Code Section 401(a)(28) (or corresponding section of any future federal tax code)
to each Qualified Participant making such an election and within ninety (90) days after the period during which the election may be made, the Plan shall invest the portion of the Participant’s Account covered by the election in accordance
with the election. For purposes of this paragraph, the term “Qualified Participant” means any Employee who is a Participant in the Plan who on and after January 10, 1997, completes at least ten (10) years of participation under
the Employee Stock Ownership Plan portion of the Plan and who has attained age fifty-five (55); and the term “Qualified Election Period” shall mean the 6-Plan-Year period beginning with the later of (i) the first Plan Year in which an
individual first became a Qualified Participant, or (ii) the first Plan Year beginning after December 31, 1986. The applicable portions of a Participant’s Account to which such elections shall apply shall be determined based upon the
price of Company securities on the New York Stock Exchange applied on a uniform and consistent basis, and with respect to any Company securities which are not readily tradable on an established securities market with respect to activities carried on
by the Plan all such valuations shall be by an independent appraiser, which means any appraiser meeting requirements similar to the requirements of the Treasury regulations prescribed under Code Section 170(a)(1). 

  
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 2. Time of Action by Trustee on Investments 

The Trustee will comply with the directions of a Participant with respect to investment, sale and reinvestment as soon as practicable after receipt of such
direction if they are given and received in accordance with one of the foregoing authorized means of communicating such directions; provided, however, that in the case of directions to purchase securities, the Trustee will not comply therewith until
a means to make such purchase has been adequately provided in respect to the Participant’s account. With respect to purchases of Qualifying Employer Stock, the Trustee shall purchase such securities on the day or days of each month on which the
Trustee receives the contributions or receives dividends on the Qualifying Employer Stock held by the Trustee. The Committee may establish such rules, regulations and procedures as it determines, in its discretion, to be necessary and appropriate
for administering Participant directions of investment under the Plan. The Trustee, in its discretion, may limit the daily volume of its purchases or sales of a security to the extent that such action is deemed by it to be in the best interest of
the Participants directing such purchases or sales. 
 3. Participant Rights as to Options, Rights, and Warrants 

In the event that any options, rights, or warrants shall be granted or issued with respect to a security held by the Trustee under the Plan, the Trustee, to
the extent possible, shall give to the Participant in whose account such security is held a reasonable opportunity (which in any event shall not extend beyond five days prior to the date of expiration of the options, rights, or warrants) to direct
the Trustee to exercise such options, rights, or warrants, and if any cash shall be required in connection with such exercise, such Participant shall, simultaneously with his/her direction to the Trustee, make available to the Trustee the necessary
funds. Such funds may be made available to the Trustee by payment thereof in cash or by written direction to the Trustee in form prescribed by the Committee to use cash held by the Trustee in the Participant’s Account or obtained from the sale
of any security in such account; provided, however, that the total of any such cash Payment and the amount of current monthly contributions shall not exceed the contribution and deposit limitations set forth in Articles III and IV. Cash payments
made by a Participant to the Trustee in connection with the exercise of any such options, rights, or warrants shall constitute an additional deposit in the Participant’s Account for all purposes of the Plan except the Company’s
contributions under paragraph 1. of Article VII and except that, for a period of twelve (12) months after making any such payment, the Participant shall have the right, by written request to the Trustee in a form prescribed by the Committee, to
receive payment from the Trustee out of any cash available in the Participant’s Account an amount equal to the cash so paid, and such payment to the Participant shall not constitute a withdrawal within the meaning of Article XII or any other
Article of the Plan. Any securities acquired as the result of the exercise of any such options, rights, or warrants shall be added to the Participant’s Account. If a Participant shall not, within the time designated by the Trustee, direct the
Trustee to exercise any such option, right, or warrant and make available to the Trustee any necessary funds, the Trustee shall sell such option, right, or warrant in the open market, if there be any market thereof. The cash proceeds from the sale
of any options, rights, or warrants shall be credited to the Participant’s Account. 

  
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 Provided, that a Participant who is a Section 16 Person shall be subject to the limitations, restrictions
and other provisions of paragraph 8. of this Article IX, below, with respect to any options, rights or warrants granted or issued with respect to any security held by the Trustee of the Plan that is a security issued by the Company, if the exercise
or other action by the Participant pursuant to this paragraph 3. is a Discretionary Transaction, as defined in such paragraph 8. 
 4. Redemption of
Nontransferable Securities 
 In the case of the redemption of any nontransferable security or on the maturity thereof, the Participant in whose account
such security is held shall take such steps as the Trustee may prescribe in order to effect the redemption or collection thereof by the Trustee. 
 5.
Manner of Holding Cash and Securities 
 All cash and securities in Participants’ Accounts shall, until disposed of pursuant to the provisions of
the Plan, be held in the possession of the Trustee. Transferable securities may be registered in the name of the Trustee or in the name of its nominee. Nontransferable securities shall be issued in such name or names as the Trustee may elect,
subject to any applicable laws or regulations at the time in effect with respect thereto. In the sole discretion of the Trustee, investments in a particular security to be held in the accounts of more than one (1) Participant may be represented
by a single stock certificate or a single bond, as the case may be. 
 6. Voting of Shares 

A. Company Stock. Shares of the voting stock of the Company held by the Trustee in the account of a Participant under the Plan will be voted or consents
for action with respect thereto will be granted by the Trustee or other registered owner thereof only in accordance with written instructions given to the Trustee by the Participant, except that the Trustee, in its discretion, may vote or direct the
registered owner to vote or may consent or direct the registered owner to consent to action being taken with respect to any such stock if the Trustee has not received written instructions from the Participant in whose account such shares are held at
least five (5) days prior to the date of the meeting at which such vote is to be taken or the last date that a consent of action may be given. Notice of any such meeting or consent request shall be given by the Committee to the Participant and
a request for written instructions shall be made by the Committee to be directed to the Trustee at such time and in such form as may be provided by rules and regulations adopted by the Committee. 

This paragraph and all pertinent provisions of the Plan and Trust shall be applied and interpreted in all respects so as to meet the requirements of Code
Section 409(e) (or corresponding section of any future federal tax code) so that each Participant or beneficiary in the Plan is entitled to direct the Plan and Trustee as to the manner in which stock and securities of the Company which are
entitled to vote and are allocated to the Participant Account of such Participant or beneficiary are to be voted. 
 This paragraph shall also apply to the
voting of any voting stock of Western Resources, Inc., in the account of any Participant. 

  
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 B. Other Investments. Unless otherwise expressly directed in writing by the Committee, the Trustee shall
administer the investments of the Plan assets directed by a Participant under the Plan in a manner such that shares of the voting stock of the corporations held by the Trustee in the account of a Participant under the Plan will be voted or consents
for action with respect thereto will be granted by the Trustee or other registered owner thereof in accordance with written instructions given to the Trustee by the Participant, except that the Trustee, in its discretion, may vote or direct the
registered owner to vote or may consent or direct the registered owner to consent to action being taken with respect to any such stock if the Trustee has not received written instructions from the Participant in whose account such shares are held at
such time as the Committee, or the Trustee acting pursuant to authorization by the Committee, specifies prior to the date of the meeting at which such vote is to be taken or the last date that a consent of action may be given. Notice of any such
meeting or consent request shall be given by the Trustee to the Participant and a request for written instructions shall be made by the Trustee to be directed to the Trustee at such time and in such form as may be provided by rules and regulations
adopted by the Committee. 
 The foregoing provisions of this paragraph 6.B., when Participant voting is applicable under such provisions, shall be applied
and administered so that a Participant shall be entitled to direct the Trustee as to the manner in which voting rights representing the interest of such Participant in the Trust are to be exercised. The Committee shall provide, and cause the Trustee
to provide to each Participant materials pertaining to the exercise of such rights, containing all the information which would otherwise be distributed to shareholders or ownership interests of a corporation or entity involved. Votes representing
fractional shares of stock shall be voted in the same ratio, and for and against each issue, as the applicable vote directed by Participants with respect to whole shares of stock. 

7. Tender Offers 
 Notwithstanding any other provisions of
this Plan, the provisions of this paragraph 7. shall govern the tendering of shares of Common Stock of the Company held in this Plan. 
 A. Upon commencement
of a tender offer for any securities that are Common Stock of the Company, the Company shall notify each Participant of such tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant such
information as is distributed to shareholders of the Company in connection with such tender offer, and shall provide a means by which the Participant can instruct the Trustee whether or not to tender the shares of Common Stock of the Company
allocated to such Participant’s account. The Company shall provide the Trustee with a copy of any materials provided to Participants. 
 B. Each
Participant shall have the right to instruct the Trustee as to the manner in which the Trustee is to respond to the tender offer for any and all of the shares of Common Stock of the Company allocated to such Participant’s account. The Trustee
shall respond to the tender offer with respect to shares of Common Stock of the Company as instructed by the Participant. The Trustee shall not tender any stock allocated to a Participant’s account for which the Trustee has received no
instructions from the Participant. 

  
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 C. The Trustee shall tender that number of unallocated shares of Common Stock of the Company which is determined
by multiplying the total number of unallocated shares by a fraction of which the numerator is the number of shares of Common Stock of the Company allocated to Participants’ accounts for which the Trustee has received instructions from
Participants to tender (and such instructions have not been withdrawn as of the date of determination) and the denominator is the total number of shares of Common Stock of the Company allocated to Participants’ accounts. 

D. A Participant who has directed the Trustee to tender shares of Common Stock of the Company allocated to such Participant’s account may, at any time
prior to the tender offer withdrawal date, instruct the Trustee to withdraw, and the Trustee shall withdraw such shares of Common Stock from the tender offer prior to the withdrawal deadline. 

Prior to such withdrawal deadline, if unallocated shares of Common Stock of the Company have already been tendered, the Trustee shall redetermine the number
of shares of Common Stock of the Company which would be tendered under paragraph 7.C. hereunder as if the date of such withdrawal were the date of determination, and withdraw the number of unallocated shares necessary to reduce the number of
unallocated shares tendered to the amount so redetermined. A Participant shall not be limited as to the number of instructions to tender or withdraw which he/she may give to the Trustee. 

E. The Trustee shall credit the proceeds received in exchange for tendered shares of Common Stock of the Company to the account from which the tendered stock
originated. Notwithstanding paragraph 3. of this Article IX, above, each Participant to whose account amounts have been allocated pursuant to this subparagraph E. shall have the right to direct the Trustee to immediately invest such amounts in any
of the Options then available for investment under the Plan. 
 F. Notwithstanding the foregoing, a Participant who is a Section 16 Person shall be
subject to the limitations, restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to any tender of shares of Common Stock allocated to such Participant’s account that is a Discretionary Transaction, as
defined in such paragraph 8. 
 8. Section 16 Person Limitations; Discretionary Transactions 

A Section 16 Person shall be allowed to direct or have a Discretionary Transaction as defined below, effected under the Plan only if such Discretionary
Transaction is effected pursuant to an election made at least six (6) months following the date of the most recent election, with respect to any employee benefit plan of the Company, that effected a Discretionary Transaction that was: 

 

	 	(1)	an acquisition, if the current proposed Discretionary Transaction would be a disposition; or 

  

	 	(2)	a disposition, if the current proposed Discretionary Transaction would be an acquisition. 


  
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 For purposes of this Article IX, the term “Discretionary Transaction” shall mean a transaction
involving equity securities of the Company (or ONE Gas, Inc., if acquired as a dividend upon Separation) pursuant to an employee benefit plan of the Company that: 
  

	 	(i)	is at the volition of the Participant; 

  

	 	(ii)	is not made in connection with the Participant’s death, disability, retirement or termination of employment; 

  

	 	(iii)	is not required to be made available to the Participant pursuant to a provision of the Internal Revenue Code; and 

  

	 	(iv)	results in either an intra-plan transfer involving such equity security under the Plan, or a cash distribution funded by a volitional disposition of such equity security. 


Except to the extent otherwise expressly stated herein, all terms and provisions contained in this paragraph 8. are intended to have the same meaning and
effect as when used in Rule 16b-3 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended (“SEC Rule 16b-3”). Transactions under the Plan by or with respect to Section 16 Persons are
intended to qualify for exemptions allowable under SEC Rule 16b-3, unless the Committee specifically determines otherwise; and the provisions of the Plan shall be administered, interpreted and construed to carry out such intention, and any provision
that cannot be so administered, interpreted and construed shall, to the extent permissible under the Code and the Employee Retirement Income Security Act of 1974, as amended, be disregarded. 

9. Employee Stock Ownership Plan (ESOP) 
 The portion of
this Plan and the Trust under which investment in ONEOK, Inc. Common Stock is directed by Participants pursuant to paragraph 1. of this Article IX, above, is intended to be an Employee Stock Ownership Plan designed to invest primarily in Qualifying
Employer Securities, including all shares of ONEOK, Inc. Common Stock held by the Plan at the time such portion of the Plan and Trust is first made an Employee Stock Ownership Plan by amendment of the Plan. The shares of ONEOK, Inc. Common Stock,
which is an investment option of the Plan, are Qualifying Employer Securities within the meaning of Code Section 409(l), and are the only employer securities of the Company in which the Plan shall invest. The investment in such stock shall be
made and administered in accordance with the provisions of Code Section 4975(e)(7), or succeeding provisions of the federal tax law, the Treasury regulations thereunder, and the provisions of the Plan more specifically providing for such
Employee Stock Ownership Plan, including without limitation, the provisions of this paragraph 9., stated below; paragraph 4. of Article III, providing for deemed deferrals equal to ESOP Dividends paid and distributed; paragraph 1.I. of this Article
IX, above, providing for diversification of investments; paragraph 6. of this Article IX, above, providing for the voting of ONEOK, Inc. Common Stock; paragraph 2. of Article X providing for payment and distribution of ESOP Dividends on ONEOK, Inc.
Common Stock; paragraph 5. of this Article XI, above, providing for the time of distribution of ONEOK, Inc. Common Stock from the Plan; and paragraph 12. of this Article XI, below, providing for Participant rights to distribution of ONEOK, Inc.
Common Stock. 

  
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 It is intended that the Employee Stock Ownership Plan provided for herein shall not acquire any Plan assets or
Company securities by use of an exempt loan under Code Section 4975(d)(3), or otherwise, but notwithstanding the foregoing, if and to the extent any such exempt loan is ever made to or received by the Plan, then any such loan shall conform in
all respects to the requirements of Code Section 4975(e) and the Treasury regulations thereunder, and must be primarily for the benefit of Participants and their beneficiaries, and shall comply with the following terms and conditions:
(1) The interest rate respecting such loan shall not exceed a reasonable rate of interest; and the Trustee shall consider all relevant factors in determining a reasonable rate of interest, including the amount and duration of the loan, the
security and guarantee (if any) involved, the credit standing of the ESOP and the Company (if and to the extent that the Company acts as guarantor), and the interest rate prevailing for comparable loans; and upon due consideration of the foregoing
factors, a variable interest rate may be reasonable; (2) At the time that such loan is made or entered into, the interest rate and the price of securities to be acquired should not be such that Plan assets might be dissipated; (3) The
terms of such loan, whether or not between independent parties, must be at such time at least as favorable to the Trust as the terms of a comparable loan resulting from arm’s-length negotiations between independent parties; (4) The
proceeds of such loan must be used within a reasonable time after their receipt by the Trust only to acquire ONEOK, Inc. Common Stock, to repay such loan, or to repay a prior loan to the Trust; (5) Such loan must be without recourse against the
Trust; the only assets of the Trust that may be given as collateral on such loan are shares of ONEOK, Inc. Common Stock acquired therewith; no person entitled to payment under such loan shall have any right to assets of the Trust other than
collateral given for such loan, cash contributions of the Company made to meet the obligations of the Trust under such loan, and earnings attributable to such collateral and the investment of such contributions; the payments made with respect to
such loan by the Trust during a Plan Year must not exceed an amount equal to the sum of such contributions and earnings received during or prior to the year less such payments in prior years; such contributions and earnings must be accounted for
separately on the books of account of the Trust, until the loan is repaid; (6) In the event of default on such loan, the value of Plan assets transferred in satisfaction of the loan must not exceed the amount of default; (7) Shares of
ONEOK, Inc. Common Stock used as collateral for such loan shall be released from the encumbrance thereof, in accordance with the provisions stated in this paragraph 9., below; and (8) Except as otherwise provided hereinbelow under the terms of
this Plan and Trust, or as otherwise required by applicable law, no ONEOK, Inc. Common Stock or other Company security acquired with the proceeds of such loan shall be subject to a put, call or other option, or buy-sell or similar arrangement while
held by and when distributed from the Trust, whether or not the Trust is then an employee stock ownership plan as described in Code Section 4975(e)(7). 

All shares of ONEOK, Inc. Common Stock acquired by the Trust and pledged as collateral on any such loan shall be added to and maintained in a suspense
account. Said shares shall be released from such encumbrance as follows: (1) For each Plan Year during the duration of the loan, the number of shares of ONEOK, Inc. Common Stock released shall equal the number of encumbered shares held
immediately before release by a fraction. The numerator of the fraction is the amount of principal and interest paid to the lender by the Trust for the year, and the denominator of the fraction is the sum of the numerator plus the principal and
interest to be paid for all future years; (2) For purposes of the foregoing determination, the number of future years under the loan must be definitely ascertainable, and shall be determined without taking into account any possible extensions
or renewal periods. If the interest rate under the loan is variable, 

  
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the interest to be paid in future years shall be computed by using the interest rate applicable as of the end of the Plan Year; and (3) To the extent of the foregoing release from
encumbrance, shares shall be withdrawn from the suspense account, and nonmonetary units representing the Participants’ interest therein shall be allocated, for each Plan Year. The shares of ONEOK, Inc. Common Stock held in the above-described
suspense account shall be voted by the Trustee. With respect to shares released from encumbrance, said shares shall be voted as provided in paragraph 6. of this Article IX , above. 

To the extent any Company security is acquired by the Plan with the proceeds of an exempt loan, which security is not publicly traded when distributed or is
subject to a trading limitation when distributed, then such security shall be subject to a put option exercisable only by Participant (“Participant” meaning for purposes of these provisions, the Participant and beneficiaries of the
Participant), such Participant’s donees, or by a person (including an estate or its distributee) to whom such security passes by reason of such Participant’s death. Such put option must permit the Participant to put such security to the
Company, and under no circumstances may the put option bind the Plan, except that such put option may grant the Plan an option to assume the rights and obligations of the Company at the time that the put option is exercised; the put option must be
exercisable at least during a fifteen (15)-month period which begins on the date the security subject to the put option is distributed by the Plan, except that if the security is publicly traded without restriction when distributed but ceases to be
so traded within fifteen (15) months after the distribution, the Company shall notify each security holder in writing within ten (10) days after the security ceases to be so traded that for the remainder of the fifteen (15)-month period
the security is subject to a put option. Such notification shall inform the individual distributees of the terms of the put options that they are to hold. Any such put option is to be exercised by the holder notifying the Company in writing that the
put option is being exercised. The period during which such a put option is exercisable shall not include any time when the distributee is unable to exercise it because the party bound by the put option is prohibited from honoring it by applicable
federal and state law. The price at which any such put option must be exercisable is the value of the security, determined under Section 54.4975-11(d)(5) of the Treasury regulations. The terms and provisions for payment under any such put
option must be reasonable terms within the meaning of Section 54.4975-7(b)(12)(iv) of the Treasury regulations. The payment under any such put option shall not be restricted by the provisions of a loan or any other arrangement, including the
Company’s certificate of incorporation, unless so required by applicable state law. 
 10. Investment Diversification of Investments 

A. Employee contributions and elective deferrals invested in employer securities. In the case of the portion of an account of an Applicable Individual
attributable to employee contributions and elective deferrals which is invested in Employer Securities, the Applicable Individual shall be allowed to elect to direct the Plan to divest any such securities and to reinvest an equivalent amount in
other investment options meeting the requirements of paragraph 10.B. of this Article IX, below. 
 B. Company contributions invested in Employer Securities.
In the case of the portion of the account attributable to employer contributions other than elective deferrals which is invested in Employer Securities, each Applicable Individual who— 

  
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 1. is a Participant who has completed at least 3 years of service, or 

2. is a beneficiary of a Participant described in clause (i) or of a deceased Participant, may elect to direct the Plan to divest any such
Employer Securities and to reinvest an equivalent amount in other investment options meeting the requirements of paragraph 10.C. of this Article IX, below. 

C. Investment options. The requirements of this paragraph 10.C. are met if the Plan offers not less than three (3) investment options, other than
Employer Securities, to which an Applicable Individual may direct the proceeds from the divestment of Employer Securities pursuant to this paragraph 10.C., each of which is diversified and has materially different risk and return characteristics.
The Plan shall not be treated as failing to meet the requirements of this paragraph 10.C. merely because the Plan limits the time for divestment and reinvestment to periodic, reasonable opportunities occurring no less frequently than quarterly.
Except as provided in Treasury regulations, the Plan shall not meet the requirements of this paragraph 10.C. if the Plan imposes restrictions or conditions with respect to the investment of Employer Securities which are not imposed on the investment
of other assets of the Plan, except such limitation shall not apply to any restrictions or conditions imposed by reason of the application of securities laws. 

D. The foregoing provisions shall not apply if the Plan is not an “applicable defined contribution plan” meaning a defined contribution plan which
holds any publicly traded employer securities. 
 For this purpose the terms “applicable defined contribution plans” does not include an employee
stock ownership plan if (i) there are no contributions to such plan (or earnings thereunder) which are held within such plan and are subject to Code Section 401 (k) or (m) , and (ii) such plan is a separate plan for purposes
of Code Section 414(l) with respect to any other defined benefit plan or defined contribution plan maintained by the same employer or employers. 
 E.
For purposes of this paragraph the following definitions of terms shall apply: 
  

	 	1.	The terms “Applicable Individual” means— 

  

	 	(a)	any Participant in the plan, and 

  

	 	(b)	any beneficiary who has an account under the plan with respect to which the beneficiary is entitled to exercise the rights of a Participant. 


2. The term “elective deferral” means an employer contribution described in Code Section 402(g)(3)(A) . 

3. The term “Employer Security” has the meaning given such term by section 407(d)(1) of ERISA. 

4. The term “employee stock ownership plan” has the meaning given such term by Code Section 4975(e)(7) . 

  
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 5. The term “publicly traded employer securities” means employer securities which are
readily tradable on an established securities market. 
 6. The term “year of service” has the meaning given such term by Code
Section 411(a)(5) . 
 F. Diversification of Investment. The following additional provisions apply to diversification of investment. 

 

	 	1.	The investment options offered to Participants under the Plan shall be established, maintained and administered in accordance with the provisions of Code Section 401(a)(35) that are applicable to the Plan.


  

	 	2.	The provisions of this paragraph apply if the Plan holds any publicly traded Employer Security; provided, if the Company, or any member of a controlled group of corporations (as described in Treasury regulations section
1.401(a)(35)-1(f)(2)(iv)(A)) which includes the Company, has issued a class of stock which is a publicly traded Employer Security, and the Plan holds Employer Securities which are not publicly traded Employer Securities, then the Plan shall be
treated as holding publicly traded Employer Securities. 

  

	 	3.	With respect to a Participant (including for purposes of this paragraph an alternate payee who has an account under the Plan or a deceased Participant’s beneficiary), if any portion of the Participant’s
account under the Plan attributable to elective deferrals (as described in Code Section 402(g)(3)(A)), employee contributions, or rollover contributions is invested in publicly traded employer securities, then the Participant must be offered
the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described in subparagraph E., below. 


 

	 	4.	With respect to a Participant who has completed at least three (3) years of vesting service (including for purposes of this paragraph an alternate payee who has an account under the Plan with respect to such
Participant or a deceased Participant’s beneficiary), if a portion of the Participant’s account attributable to employer nonelective contributions is invested in publicly traded employer securities, then the Participant must be offered the
opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described subparagraph F.5., below. 

  

	 	5.	At least three (3) investment options (other than employer securities) must be offered to Participants described above. Each investment option must be diversified and have materially different risk and return
characteristics. Periodic reasonable divestment and reinvestment opportunities must be provided at least quarterly. Except as provided in sections 1.401(a)(35)-1(e)(2) and (3) of the Treasury Regulations, restrictions (either direct or
indirect) or conditions will not be imposed on the investment of publicly traded employer securities if such restrictions or conditions are not imposed on the investment of other plan assets. 


  
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	 	6.	For purposes of this paragraph and the Plan, a “publicly traded security” is a security which is traded on a national securities exchange that is registered under section 6 of the Securities Exchange Act of
1934 or which is traded on a foreign national securities exchange that is officially recognized, sanctioned, or supervised by a governmental authority and the security is deemed by the Securities and Exchange Commission as having a “ready
market” under SEC Rule 15c3-1 (17 CFR 240.15c3). 

 11. No Guarantee or Indemnity. 

Nothing contained in this Plan shall be construed as a guarantee by the Company or by the Trustee of the value of any security in which funds held by the
Trustee under the Plan are invested or as an indemnity against any loss resulting from such investments. 

  
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 ARTICLE X. 

CREDITS AND CHARGES TO A PARTICIPANT’S ACCOUNT 

PARAGRAPH 
 1. General Charges and Credits 

All interest, dividends, and other income received by the Trustee in respect to assets included in a Participant’s Account, and all gains or losses upon
the sale of securities in the Participant’s Account, as determined by the Trustee, shall be credited or charged, as the case may be, to the Participant’s Account. 

2. ESOP Dividend Distributions 
 A. Participant ESOP
Reinvestment Election. Any ESOP Dividend on ONEOK, Inc. Common Stock which in accordance with the Plan provisions (1) is payable in cash to the Participants in the Plan or their beneficiaries, or (2) is payable to the Plan and is to be
distributed in cash to Participants in the Plan or their beneficiaries not later than ninety (90) days after the close of the Plan Year in which paid, may at the election of such Participants or their beneficiaries, be (A) paid as provided
in clause (1) or (2) of this subparagraph A, above, or (B) paid to the Plan and reinvested in ONEOK, Inc. Common Stock. In this regard, a Participant may elect in writing to either (i) receive and take payment in cash of one
hundred percent (100%) of the ESOP Dividends for such Participant’s Account, (ii) receive and take payment in cash of fifty percent (50%) of the ESOP Dividends for his/her Participant Account, and have the other fifty percent
(50%) of such ESOP Dividends paid to the Plan and reinvested in ONEOK, Inc. Common Stock, or (iii) elect to receive and take no payment in cash of the ESOP Dividends for his/her Participant Account and have one hundred percent
(100%) of such ESOP Dividends paid to the Plan and reinvested in ONEOK, Inc. Common Stock. A Participant who for any reason fails to make and election with respect to the payment or reinvestment of ESOP Dividends hereunder shall have all of the
ESOP Dividends for his/her Participant Account paid to the Plan reinvested in ONEOK, Inc. Common Stock. Reinvestment of ESOP Dividends paid to the Plan shall be made in accordance with all applicable provisions of the Plan providing for the
investment of Plan assets in Participant Accounts and for ONEOK, Inc. Common Stock to be a permissible investment thereof under the Plan. 
 The Committee
shall provide for each Participant to make an election in writing to have dividends on ONEOK, Inc. Common Stock payable to the Participant or to the Plan to be reinvested in such Common Stock, at the time and in the manner provided in rules, forms
and procedures prescribed by the Committee, which may include a required minimum amount of dividends to make an election, as determined to be administratively reasonable and practicable by the Committee, in its discretion. 

  
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 B. Dividend Reinvestment. 

1. Each individual who is a retired Employee, or a former Employee who has separated from service with the Company, may elect in writing to
receive and take a payment and distribution in cash of either (i) one hundred percent (100%) of his/her ESOP Dividends, or (ii) fifty percent (50%) of his/her ESOP Dividends, notwithstanding that such individual shall have no
right to elect any deferral of Compensation with respect to the dividend distribution to be received. 
 2. The elections provided to a
Participant who is an Employee under the foregoing provisions, above, are intended to allow such Participant to elect to receive payment and distribution of ESOP Dividends from the Company and/or the Trust so as to increase the dollar amount of cash
he/she receives in the form of ESOP Dividends by the percentage elected, without any corresponding offset of such amount by any ESOP Dividend Distribution/401(k) Deferral Contribution or Reduction in Compensation under the Plan. 

3. It is also intended that unless a Participant elects otherwise, a corresponding ESOP Dividend Distribution/Additional Deferral Contribution
will be made with respect to ESOP Dividends paid and distributed in cash to a Participant under paragraphs 2A above, to the extent provided therein and in paragraph 4. of Article III. 

4. Notwithstanding the foregoing, the payment and distribution in cash of ESOP Dividends with respect to ONEOK, Inc. Common Stock in a
Participant Account may be limited in a uniform and consistent manner, as determined by the Committee, so as to maximize the application of the limitations on elective deferrals and contributions contained in Code Sections 402(g) and 415 to a
Participant’s regularly designated elective deferrals of Compensation, and Company Matching Contributions thereon during a Plan Year, before application of such limitations with respect to any ESOP Dividend Distribution/Additional Deferral
Contributions made by and for Participant arising during the Plan Year. 
 5. The payment and distribution of ESOP Dividends in cash pursuant
to this paragraph 2.B. and the making of ESOP Dividend Distribution/Additional Deferral Contributions shall be administered by the Company and the Trustee, as determined, prescribed and found mutually acceptable by the Committee and the Trustee. Any
amount of ESOP Dividends not so paid and distributed in cash to a Participant, retired Employee or former Employee under the foregoing provisions shall be credited to and remain in the Participant Account and shall not thereafter be distributable
under the provisions of this paragraph, unless otherwise directed and approved by the Committee. 
 6. The elections made by Participants,
retired Employees and former Employees to receive distributions of ESOP Dividends hereunder shall be made in writing at the time and in the form prescribed by the Committee. 

3. Calculation of Charges and Credits to Participant Accounts 

Except as otherwise directed by the Committee, within its discretion, the cost to be charged to a Participant’s Account of any security purchased by the
Trustee according to the Participant’s direction shall be the cost of such security at the closing market price on the date such purchase is directed; and the proceeds credited to a Participant’s Account upon the sale or redemption of any
securities shall be the actual proceeds thereof. 

  
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 4. Commissions, Taxes, and Charges on Security Purchases and Sales 

Brokerage commissions, transfer taxes, and other charges and expenses in connection with the purchase or sale of securities shall be added to the cost of such
securities or deducted from the proceeds thereof, as the case may be. 
 5. Investment Management Fees 

Investment management fees charged or incurred by any person, firm, or entity for the management of investments made in or by any fund in connection with a
Participant’s investment in particular investment options shall be charged against the Participant’s Account and may include amounts allocated toward the payment of Plan administrative expenses, as the Committee may prescribe and direct
from time to time. 
 6. Allocation of Plan Administrative Expenses 

The Committee may direct and cause all or part of reasonable Plan administrative expenses to be allocated and charged to the Plan accounts of current and
former employees and their beneficiaries on a pro rata or other reasonable basis; and such allocation may from time to time be made by allocating all or part of certain reasonable Plan expenses to the Plan accounts of former employees on pro rata or
other reasonable basis without similarly allocating and charging such expenses to the Plan accounts of current employees. 
 7. Calculation of Credits
for Redemption 
 Upon the redemption or maturity or any nontransferable Government bonds included in a Participant’s Account, the difference
between the cost thereof and the amount received upon such redemption or maturity shall be credited to the Participant’s Account as income. 
 8.
Taxes 
 Taxes, if any, on any assets held by the Trustee or income therefrom which are payable by the Trustee shall be charged against the
Participants’ Accounts as the Trustee shall determine. 

  
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 ARTICLE XI. 

VESTING AND LIQUIDATION OF ACCOUNTS 

PARAGRAPH 
 1. Vesting of Participant and Company
Contributions 
 A Participant’s contributions under Article IV and his/her rights in the accrued benefit derived therefrom are nonforfeitable. The
Company’s 401(k) Contributions and Matching Contributions for the account of a Participant, and any income and earnings therefrom and accretions thereon, shall become vested in such Participant immediately upon payment of such contributions to
the Trustee and receipt by the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of investments) the Participant may not thereafter be deprived of such funds under any provision of the Plan.
All accounts of a Participant under the Plan shall be nonforfeitable. The vesting of benefits under the Plan for a Participant shall be provided in accordance with the provisions of USERRA contained in Code Section 414(u), or corresponding
provision of any future tax code. 
 Notwithstanding anything to the contrary expressed or implied in the Plan as presently stated or hereafter amended,
upon the termination or partial termination of the Plan, the rights of all affected Employees and Participants to benefits accrued to the date of such termination or partial termination, to the extent funded as of such date, or the amounts credited
to the Employees or Participant Accounts shall be nonforfeitable in accordance with the provisions of the Code, including Section 411(d)(3), and applicable Treasury regulations. 

2. Withdrawals 
 The Company’s contributions and
Participant After-Tax Deposits credited to the account of a Participant, and the income and earnings on and accretions to a Participant’s account whether derived from the Participant’s deposits or the Company’s contributions or from
any other funds at any time in said account, may be withdrawn by or paid to the Participant upon request by the Participant as provided for in Article XII or upon complete liquidation of the Participant’s account as provided for in paragraphs
3., 7., and 8. of this Article XI, below, or upon termination of the Plan as provided in paragraph 4. of Article XII or upon adverse modification of the Plan as provided in paragraph 3. of Article XXIV or upon termination of the Trust as provided in
paragraph 5. of Article XXIV. 
 3. Distribution of Participant Accounts 

Except as provided in paragraph 6. of this Article XI, below, when a Participant dies or his/her employment with the Company is terminated by retirement or for
any other reason (except transfer of employment to a subsidiary of the Company participating in the Plan), the account of such Participant under the Plan will be completely liquidated, and the entire balance of the account will be distributed in a
single payment to the Participant, or his/her surviving spouse, beneficiaries or legatees, or heirs, respectively, whichever is entitled thereto. The determination 

  
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of the distributee or distributees in the event of a Participant’s death shall be made in accordance with Article XIII of the Plan. Every distribution on death of a Participant shall be an
immediate distribution by a single payment of the entire account. It is intended by this paragraph 3. that distribution of the entire balance in the account of a Participant is to be made as soon as reasonably practicable after the death of a
Participant, or termination of employment by retirement or for any other reason and in no event shall distribution by reason of the Participant’s death be made later than five (5) years after the death of the Participant; provided, that if
the Participant’s account exceeds five thousand dollars ($5,000), it shall not be immediately distributed until the Participant attains age sixty-five (65) (which shall be considered the normal retirement age under the Plan and Code
Section 411(a)(8)) without the written consent of the Participant; but no consent to immediate distribution shall be required in the event of the death of a Participant, and such requirement of consent shall not give a Participant a right to
any form or method of payment of his/her account, and his/her account shall be maintained and distributed thereafter only in accordance with the rights to, and sequence of requested distribution stated in paragraphs 7. and 9. of this Article XI,
below. Any such undistributed balance of the Participant’s account shall be distributed upon his/her attaining age sixty-five (65); provided that a Participant, who has separated from employment with the Company by retirement or for any reason
other than death, may make the affirmative election to defer distribution of his/her account beyond age sixty-five (65) pursuant to paragraph 6. of this Article XI, below. 

4. Time of Distribution 
 Unless the Participant elects
otherwise pursuant to paragraph 6. of this Article XI, below, or as otherwise provided for under the Plan notwithstanding any other provisions of the Plan pursuant to the requirements of Code Section 401(a)(14) the payment of benefits under the
Plan to the Participant will begin not later than the sixtieth (60th) day after the latest of the close of the Plan Year in which: 
 1.
the Participant attains the age sixty-five (65), 
 2. occurs the tenth (10th) anniversary of the year in which the Participant
commenced participation in the Plan, or 
 3. the Participant terminates employment with the Company. 

5. ESOP Employer Stock Distributions 
 Notwithstanding any
other provisions of the Plan, the ONEOK, Inc. Common Stock in a Participant’s Account to which the Employee Stock Ownership Plan provisions of the Plan are applicable (hereinafter referred to as “ESOP Account Balance”), shall be
distributed on the earlier of (i) time when distribution would otherwise be made under the Plan, or (ii) if the Participant so elects, will be distributed commencing not later than one (1) year after the close of the Plan Year
(I) in which the Participant separates from service by reason of attainment of normal retirement age under the Plan, disability or death, or (II) which is the fifth (5th) Plan Year in which the Participant otherwise separates from service,
except that this clause (II) shall not apply if the Participant is reemployed by the Company before distribution is required to begin under this clause (II). If distribution of a Participant’s ESOP Account Balance is ever required to


  
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be made under clause (ii) in the preceding sentence, then in such case, unless the Participant elects otherwise, the distribution of the Participant’s ESOP Account Balance will be in
substantially equal periodic payments (not less frequently than annually) over a period not longer than the greater of five (5) years, or in the case of a Participant with an Account balance in excess of One Million and Fifty-thousand Dollars
($1,050,000), five (5) years plus one (1) additional year (but not more than five (5) additional years) for each Two Hundred Ten Thousand Dollars ($210,000) or fraction thereof by which such balance exceeds One Million and
Fifty-thousand Dollars ($1,050,000), as such dollar amounts are adjusted for cost-of-living increases pursuant to Code Sections 409(o)(2) and 415(d). The foregoing provisions of this paragraph 5 are intended to provide for distribution of a
Participant’s ESOP Account Balance at least as soon as provided in Code Section 409(o) only if such form and timing of distribution would be earlier than otherwise generally provided by the Plan. 

6. Participant Election to Defer Distribution 
 A
Participant, whose employment with the Company is terminated by retirement or for any reason other than death, may make an affirmative election to defer the distribution of his/her account if it exceeds five thousand dollars ($5,000) on the date of
his/her retirement or separation from service. Such affirmative election of deferral of distribution is separate and distinct from the requirement of consent to immediate distribution stated in paragraph 3. of this Article XI, above, and shall apply
independently thereof. It shall be made by written statement describing the Participant’s account in a form prescribed by the Committee, or by an election of the Participant made by electronic medium, telephone voice response system or other
means and in the manner determined and prescribed by the Committee not later than sixty (60) days following the Participant’s retirement or separation from service. 

A Participant shall be deemed to have made such an affirmative election to defer the distribution of his/her account in the absence of any such affirmative
election after he/she has been advised in writing by the Committee of his/her rights under this paragraph 6, and paragraph 3 of this Article XI, above, upon termination of his/her employment by retirement or for any other reason. 

7. Individual Retirement Account Distributions 
 In the
event of mandatory distribution greater than $1,000 in accordance with the provisions of paragraph 3 of this Article XI, above, or otherwise, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan
specified by the Participant in a direct rollover or to receive the distribution directly in accordance with Article V of the Plan, then the Committee shall cause the distribution to be paid in a direct rollover to an individual retirement account
designated by the Committee. 
 8. Sequence of Deferred Distribution of Accounts 

A. Subject to subparagraph 8.B., below, if a Participant refuses consent to immediate distribution of his/her account under paragraph 3. of this Article XI,
above, or a Participant makes the affirmative election of deferral of distribution provided in paragraph 6. of this Article XI, above, his/her account shall continue to be maintained in the Trust in the manner provided by the Plan. Subject to the
prior approval and consent of the Committee, the Participant may at any 

  
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time thereafter request in writing that distribution of his/her account be made. When such a request is approved by the Committee, the Participant’s account shall be distributed to the
Participant within a reasonable time following receipt and approval of that request; provided that such a deferred distribution of a Participant’s account shall be only in the following sequence: first, either all of his/her account, or all of
his/her Participant contributions; second, the balance of the account not previously distributed; thus, all of a Participant’s contributions must be distributed to him/her at one time, and no Company contributions can be distributed without
previous or concurrent distribution of all Participant contributions. A Participant who has withdrawn all of his/her own contributions prior to deferral of distribution hereunder may thereafter request and receive only a single distribution of the
balance of his/her account. No earnings credited to the account of a Participant can be distributed to him/her after his/her termination of employment with the Company without liquidating the total account balance. 

B. Notwithstanding the foregoing, a Participant (or former Employee) shall have the right to withdrawal of all or a portion of that part of his/her Pre-1999
KGS 401(k) Thrift Plan Account of which distribution was deferred pursuant to the provisions of the KGS 401(k) Thrift Plan in accordance with those provisions, which are incorporated herein by reference. 

9. Required Deferred Distribution at Age 70 1⁄2 

A Participant whose employment with the Company is terminated and who makes the affirmative election to defer the distribution of his/her Participant Account
under paragraph 7 of this Article IX, above, shall in all events commence payment and distribution any undistributed balance of his/her account not later than the (i) April 1 of the calendar year following the end of the calendar year
which he/she attains age 70 1⁄2, as provided for in paragraph 11 of this Article XI, below. No deferral of distribution permitted or provided for under
paragraph 3 or paragraph 6 of this Article XI, above, shall take precedence over or prevent such required distributions under paragraph 11. of this Article XI, below. 

10. Distribution of Deferred Accounts at Death of Participant 

If a Participant who has refused to consent to immediate distribution under paragraph 3. of this Article XI, above, or who has made the affirmative election to
defer receipt of his/her account under paragraph 6. of this Article XI, above, dies before a complete distribution of the account has been made, then upon his/her death, his/her entire account balance shall be distributed to his/her surviving
spouse, beneficiaries, or legatees in the same manner and within the same time periods following such death as are provided for under paragraph 3. of this Article XI, above, in the case of a Participant’s death prior to other termination of
his/her employment with the Company. 
 11. Required Distributions. 

A. General Rules. 
 1. Precedence.
The requirements of this paragraph 11 of Article XI of the Plan will take precedence over any inconsistent provisions of the Plan. 

  
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 2. Requirements of Treasury Regulations Incorporated. All distributions required under
this Article will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9). 
 B. Time and Manner of
Distribution. 
 1. Required Beginning Date. The Participant’s entire interest in the Plan will be distributed, or begin to
be distributed, to the Participant no later than the Participant’s Required Beginning Date, as provided for in this paragraph 7 and in accordance with Code Section 401(a)(9). 

C. General Rule; Required Distributions. 

1. Required Distributions. Distribution of the interest of a Participant in the Plan shall begin no later than the Participant’s
Required Beginning Date. 
 2. Distributions in Event of Death of Participant. In event of the death of a Participant prior to the
distribution of the Participant’s entire interest under the Plan, the Participant’s entire interest in the Plan shall be distributed in a single lump sum distribution to the Participant’s Designated Beneficiary no later than one
(1) year after the date of the Participant’s death. Notwithstanding the foregoing, or any other provisions of this paragraph 11 and Code Section 401(a)(9) allowing a deferred time of distribution in event of the death of a Participant
prior to distribution of the Participant’s entire interest in the Plan, it is intended and directed that every distribution of a Participant’s account under the Plan on his/her death shall be made at least as rapidly as the immediate total
distribution generally provided for under the Plan, without any deferral allowed. 
 D. Required Distributions; Transferred Account. 

1. Application. This paragraph 11.D. shall be applicable instead of the general rule stated in paragraph 11.C., above, but only with
respect to accounts of Participants that constitute transferred accounts described and provided for in Articles XXII and XXIII of the Plan (“Transferred Account”). 

2. Required Distribution. 
  

	 	(a)	General. The entire interest of each Participant in a Transferred Account: 

  

	 	(i)	shall be distributed to such Participant not later than the Participant’s Required Beginning Date, or 

  

	 	(ii)	shall be distributed, beginning not later that the Participant’s Required Beginning Date, in accordance with the Treasury regulations under Code Section 401(a)(9) over the life of such Participant or over the
lives of such Participant and a Designated Beneficiary (or over a period not extending beyond the Life Expectancy of such Participant or the Life Expectancy of such Participant and a Designated Beneficiary). 


  
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	 	(b)	Distribution Where Participant Dies Before Entire Interest is Distributed. In the event of the death of a Participant before the entire interest of the Participant has been distributed, the interest of the
Participant shall be distributed in accordance with the following requirements: 

  

	 	(i)	If the distribution of a Participant’s interest has begun over the Participant’s life, or over the life or Life Expectancy of such Participant and a Designated Beneficiary, and the Participant dies before the
Participant’s entire interest is distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution provided for under the Plan being used as of the date of the Participant’s
death. 

  

	 	(ii)	If the Participant dies before the distribution of the Participant’s interest has begun in accordance with Paragraph 11.D.2.b.(1), above, the entire interest of the Participant shall be distributed in the manner
and form provided for under the Plan in such event, but no case later than: 

  

	 	(1)	within 5 years after the death of such Participant, or 

  

	 	(2)	If any portion of the Participant’s interest is payable to (or for the benefit of) a Designated Beneficiary pursuant to the provisions of the Plan, such portion shall be distributed (in accordance with Treasury
regulations under Code Section 401(a)(9)) over the life of such Designated Beneficiary (or over a period not extending beyond the Life Expectancy of such Designated Beneficiary), and such distributions shall begin not later than one
(1) year after the Participant’s death or such later date as is prescribed in the Treasury regulations under Code Section 401(a)(9). 

  

	 	(iii)	If the Designated Beneficiary referred to in the foregoing provisions of this paragraph 11.D. is the surviving spouse of the Participant, then the date that distributions are required to begin under paragraph
11.C.2.b.(2) shall not be earlier than the date the Participant would have attained age 70 1⁄2, and if the surviving spouse dies before the distributions to
such spouse begin, this subparagraph shall be applied as if the surviving spouse were the Participant. 

 E. Definitions. The following
terms and definitions are applicable to this paragraph 11 and distributions provided for therein. 
 1. Designated Beneficiary. The
individual who is designated as the beneficiary under Article XIII of the Plan and is the Designated Beneficiary under Code Section 401(a)(9) and Treasury regulations under Code Section 401(a)(9). 

  
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 2. Life Expectancy. Life expectancy as determined under Code Section 401(a)(9) and
the Treasury regulations to include life expectancy computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. 

3. Required Beginning Date. April 1 of the calendar year following the later of (i) the calendar year in which the Participant
attains age 70 1⁄2, or (ii) the calendar year in which the Participant retires. Provided, that clause (ii) of the preceding sentence shall not apply
except as provided in Code Section 409(d), in the case of a Participant who is a 5-percent owner (as defined in Code Section 416) with respect to the Plan Year ending in the calendar year in which the Participant attains age 70 1⁄2. 
 F. Transition; TEFRA Section 242(b)(2) Elections.
Notwithstanding the other provisions of this paragraph 11, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
provisions of the Plan that relate to section 242(b)(2) of TEFRA. 
 G. Waiver of Minimum Required Distributions in 2009. Notwithstanding other
provisions of this Article and the Plan, a Participant or beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (hereinafter referred to as “2009
RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at
least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated beneficiary, or for a period of at least 10 years
(hereinafter referred to as “Extended 2009 RMDs”), will receive those distributions for 2009 unless the Participant or beneficiary chooses not to receive such distributions. Participants and beneficiaries described in the preceding
sentence will be given the opportunity to elect to stop receiving the distributions described in the preceding sentence. In addition, notwithstanding any other applicable provisions of the Plan, and solely for purposes of applying the direct
rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs will be treated as eligible rollover distributions in 2009. 
 12. Form of
Distributions 
 In so far as practicable, upon any complete liquidation of a Participant’s account, upon distributions under paragraphs 7. or 8. of
this Article XI, above, and upon withdrawals provided for in Article XII, any securities held in the account of the Participant will be distributed in kind if the Participant so requests, but where this form of distribution is impracticable, cash
will be paid in an amount equal to the value at the time of distribution, as determined by the Trustee, of any investment that it is impracticable to distribute in kind. No other form of distribution (neither annuity contract nor other item) shall
be made from the Trust; provided, that accrued benefits of accounts transferred to the Trust from the trust of a subsidiary plan pursuant to paragraphs 1. or 2. of Article V, which are subject to the provisions of Articles XXII and XXIII hereof
shall be distributed as provided therein. 

  
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 13. Participant’s Right to Demand Employer Securities 

Notwithstanding any other provisions herein, each Participant who has his/her Participant Account invested in ONEOK, Inc. Common Stock, and each Participant
who is participating in the Employee Stock Ownership Plan part of the Plan and is entitled to a distribution from the Plan shall have a right to demand that his/her Participant Account and benefits under the Plan be distributed in the form of ONEOK,
Inc. Common Stock. Prior to commencement of a distribution from a Participant’s Account to the Participant, the Committee and the Trustee shall notify the Participant in writing that the Participant has the right to demand that his/her
Participant Account and benefits be distributed in the form of ONEOK, Inc. Common Stock. Such right shall expire at the time specified in such notice, which shall be not less than thirty (30) days after the delivery of such notice to the
Participant. A Participant who has the stock of a former employer in his/her Plan account by reason of a merger, spin-off or transfer of plan accounts from a former employer plan shall have a similar right to demand distribution of such stock in
accordance with the provisions of this paragraph 13. 
 To the extent required by Code Section 411(d)(6), such rights shall also apply to ONE Gas, Inc.
common stock. 
 14. Qualified Domestic Relations Orders; Distributions 

Notwithstanding any other provisions of the Plan, if a Participant’s account is ordered paid, transferred, or assigned, in whole or in part, to an
alternate payee pursuant to an order determined by the Plan Administrator to be a Qualified Domestic Relations Order within the meaning of Code Section 414(p), the payment and distribution to such alternate payee of amounts attributable to the
Participant’s account shall be made by the Plan and Trustee in a single lump sum distribution, and such distribution to such alternate payee shall be made pursuant to such a Qualified Domestic Relations Order on or after the date on which the
Participant attains or would have attained the earliest retirement age under the Plan, and within a reasonable period of time after such determination, if such payment is otherwise permissible under Code Section 414(p). For purposes of this
paragraph 14., the term “earliest retirement age” shall mean the earlier of (i) the date on which the Participant is entitled to a distribution under the Plan, or (ii) the later of (a) the date the Participant attains age
fifty (50), or (b) the earliest date on which the Participant could begin receiving benefits under the Plan if the Participant separated from service. Periodic distributions authorized from plan accounts assigned to alternate payees under the
KGS 401(k) Thrift Plan pursuant to a Qualified Domestic Relations Order shall be made in accordance with such Order, notwithstanding the foregoing provisions generally providing for immediate distribution. 

  
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 ARTICLE XII. 

WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS 

PARAGRAPH 
 1. Withdrawals from 401(k) Contribution
Account 
 Subject to paragraph 10, and the limitations of paragraph 5. of this Article XII, below, a Participant may withdraw amounts from his/her
401(k) Contribution Account by submitting his/her written request to the Committee at such time and in such manner as shall be prescribed by the Committee under the following conditions: 

A. The withdrawal request must be on account of an immediate and heavy financial need (sometimes hereinafter referred to as “hardship”) of the
Participant and the withdrawal must be necessary to satisfy such hardship, all as determined by the Committee in accordance with the nondiscriminatory and objective standards set forth herein. 

B. No hardship withdrawal shall be made in an amount in excess of the amount of the immediate and heavy financial need of the Participant. The amount of an
immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. 

C. No hardship withdrawal shall be permitted unless the Participant has obtained all distributions other than hardship distributions from the Company’s
401(k) Contributions in the Participant’s Account, and has obtained all nontaxable loans currently available under all plans maintained by the Company. 

D. A withdrawal will be deemed to be made on account of an immediate and heavy financial need if it is on account of: 

1. Expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(d)(determined without regard to
whether the expenses exceed 7.5% of adjusted gross income described in Code Section 213(d) previously incurred by the Participant, the Participant’s spouse, or any dependents; 

2. Costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments); 

3. Payment of tuition, related educational fees and room and board expenses, for up to the next twelve (12) months of post-secondary
education for the Participant, or the Participant’s spouse, children, or dependents, as defined in Code Section 152, without regard to Code Section 152(b)(1),(b)(2) and (d)(1)(B); 

4. Payments necessary to prevent the eviction of the Participant from his/her principal residence or foreclosure on the mortgage on that
residence; 

  
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 5. Payments for burial or funeral expenses for the Participant’s deceased parent, spouse,
children or dependents (as defined in Code Section 152, without regard to Code Section 152(d)(1)(B); 
 6. Expenses for the repair
or damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds ten percent (10%) of adjusted gross income; and 

7. Such other facts and circumstances as the Commissioner of Internal Revenue lists as deemed immediate and heavy financial needs through
publication of regulations, revenue rulings, notices, and other documents of general applicability. 
 E. Notwithstanding anything otherwise expressed or
implied in the Plan, or under Code Section 401(k), or the regulations under that section, a hardship distribution shall not be determined or allowed under the Plan on account of an event or condition of immediate and heavy financial need of a
person who is a beneficiary of a Participant under the Plan, unless such person, in addition to being such a beneficiary, also has a relationship of being the spouse or a dependent of the Participant and an immediate and heavy financial need of such
person for which a hardship distribution is expressly allowable to a spouse, child or dependent under the terms and provisions of paragraph 1.D, above; and a hardship distribution shall not otherwise be allowed under the Plan for or with respect to
circumstances of immediate and heavy financial need of a beneficiary of a Participant if such beneficiary is not either the spouse, child or a dependent of the Participant. 

F. A Participant’s Elective Deferrals under the Plan (and Participant Contributions) shall be suspended for six (6) months after receipt of the
hardship distribution. 
 G. The hardship withdrawal, if approved by the Committee, shall be paid to the Participant as soon as practicable following the
date the Participant’s written request is submitted to the Committee. A hardship withdrawal for payment of tuition under subparagraph D.(3), above, may be made in two (2) parts over the twelve (12) month period to conform the
withdrawal to the amount of tuition determined to be needed by the student. 
 H. A hardship withdrawal and distribution is not an eligible rollover
distribution under Code Section 402(c) and the Plan shall be administered consistent with such classification and treatment. 
 I. A Participant who has
received a hardship withdrawal pursuant to the foregoing provisions of the Plan, and who has thereby been suspended from making Participant deposits and contributions for six (6) months, shall be reinstated to the amount of his/her elected
Reduction in Compensation and other contributions in effect at the time of the hardship withdrawal unless the Participant changes such amount after notice from the Committee which shall be provided not less than thirty (30) days prior to the
end of the suspension. A Participant may be required to provide such other written application or election to the Committee, as it may determine under rules prescribed by it, in order to resume making Participant contributions under the Plan. 

  
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 J. A Participant may withdraw and receive distribution of his/her 401(k) Contribution Account by a Qualified
Reservist Distribution. 
 K. Notwithstanding anything to the contrary expressed or implied in the Plan as presently stated or hereafter amended, upon the
termination or partial termination of the Plan, the rights of all affected Employees and Participants to benefits accrued to the date of such termination or partial termination, to the extent funded as of such date, or the amounts credited to the
Employees or Participant Accounts shall be nonforfeitable in accordance with the provisions of Code, including Section 411(d)(3), and applicable Treasury regulations. 

2. Participant Withdrawals of After-Tax Deposits 
 A
Participant may request to withdraw in a lump sum all or any part of the value of his/her After-Tax Deposits in his/her Account, provided that the withdrawal is for a least $500 or the full value of the Account, if less. A Participant may request a
withdrawal in writing on a form prescribed by the Committee, or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee. 

The amount of the withdrawal shall be withdrawn from the Participant’s After-Tax Deposits in proportion to the value of the Participants total Plan
Account balance. 
 A withdrawal pursuant to this paragraph may be made upon request of the Participant subject to such limitations on frequency of
withdrawals as the Committee, in its discretion, may determine. Such withdrawal shall be paid as soon as practicable after the appropriate request is received by the Trustee. A withdrawal shall be paid in cash, except that if a Participant’s
After-Tax Deposits are invested in the ONEOK, Inc. Common Stock, the Participant may request that the value withdrawn be distributed in whole shares of ONEOK, Inc. Common Stock. Any fractional shares shall be paid in cash, the amount of such payment
to be based upon the closing price of ONEOK, Inc. Common Stock on the New York Stock Exchange Consolidated Tape, on a trading date which does not precede the date of the distribution by more than 10 days. A Participant who has After-Tax Deposits in
his/her Plan Account invested in stock of a prior employer which has been transferred to the Trust pursuant to any merger, acquisition or similar transaction may also request distribution of such stock in a manner comparable to that provided in the
foregoing provisions with respect to ONEOK, Inc. Common Stock. 
 3. Withdrawal Penalty 

In the event a Participant makes a withdrawal of After-Tax Deposits in his/her Plan Account pursuant to paragraph 2., above, such Participant shall not be
entitled to Company Matching Contributions otherwise required to be made under the Plan until the first of the next month following the expiration of six (6) months from the date of such withdrawal by such Participant. Provided, such suspension
of Company Matching Contributions shall not apply to withdrawal of any After-Tax Deposits that were made by a Participant to the Plan prior to January 1, 1987. This suspension and abatement of the Participant’s right to receive Company
Matching Contributions shall not affect the Participant’s right to elect a Reduction in Compensation or make After-Tax Deposits to the extent otherwise permissible under the Plan. 

  
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 4. Participant Withdrawals of Matching Contributions or Other Amounts 

Except as otherwise provided in paragraph 10, below, or as expressly provided differently herein, a Participant shall not be permitted or allowed to withdraw
any Company Matching Contributions or other amounts in excess of the amount of 401(k) Contributions or After-Tax Deposits coming into his/her account after August 31, 1989. 

5. Sequence of Permitted Withdrawals 
 In the event a
Participant desires to withdraw funds credited to his/her accounts from After-Tax Deposits, the withdrawal sequence shall be: first, the Participant’s contributions which are in the Participant’s Prior ONEOK Thrift Plan Pre-1987 Employee
Contribution Account Balance; second, the Participant’s KGS 401(k) Thrift Plan Account Balances (to the extent they are subject to withdrawal pursuant to paragraph 10 of this Article XII, below); third, the Participant’s Separate
Section 72(d) Employee Contribution Account; and fourth, the balance of the Participant’s Account, if any, which may be withdrawn under this Article XII. 

6. Distribution Upon Severance From Employment 
 For Plan
Years beginning after December 31, 2001, amounts attributable to elective contributions to the Plan by Participants may be distributed upon the Participant’s severance from employment with an employer maintaining the Plan, even if the
Participant continues on the same job for a different employer following a liquidation, merger, consolidation, or other corporate or business entity transaction. 

7. Voluntary Withdrawal After Age Fifty-Nine and One-Half
(59 1⁄2) 
 Except as otherwise provided in paragraph 11,
below, subject to prior approval of the Committee, a Participant who has completed five (5) years of participation in this Plan may be allowed to withdraw from the Plan at any time and from time to time an amount not exceeding the entire
balance in his/her Accounts, less any Roth Elective Deferral and earnings and losses thereon, at any time after his/her attainment of age fifty-nine and one-half
(59 1⁄2); provided, the amount of any Participant withdrawal shall be at least Five Hundred Dollars ($500.00) or the full value of the Participant’s
Account, if less. This right to withdrawal shall be exercised by application or request to the Committee or its authorized representative in writing or by electronic medium, telephone voice response system or other means determined and prescribed by
the Committee. 
 8. Distributions in Certain Events 

Notwithstanding any other provisions hereof limiting the distribution or withdrawal of a Participant’s 401(k) Contribution Account or other amounts of a
Participant’s Account, a Participant’s Account may be distributed in the event of (i) the termination of the Plan without establishment or maintenance of another defined contribution plan by the Company (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)), (ii) the disposition by the Company of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used by the Company in a trade or business of the Company,
but only with respect to a Participant who continues employment with the corporation acquiring such assets, or (iii) the 

  
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disposition by the Company of the Company’s interest in a subsidiary (within the meaning of Code Section 409(d)(3)), but only with respect to a Participant who continues employment with
such subsidiary. No such distribution shall be permitted to a Participant unless it is made in the form of a lump sum distribution as defined in Code Section 401(k)(10)(B)(ii); and a distribution by reason of an event described in clause
(ii) or (iii) of the preceding sentence of this paragraph shall not be permitted unless the transferor corporation continues to maintain the Plan after the disposition. Payment and distribution of ESOP Dividends to Participants and retired
or terminated Employees may be made to the extent otherwise provided for in the Plan, and as allowed and authorized by Code Sections 4975(e) and 404(k) and Treasury regulations pertaining to such payments and distributions. 

9. ESOP Dividend Distributions 
 The Committee and Trustee
may have ESOP dividends paid and distributed to a Participant, and to a retired or terminated Employee in accordance with and to the extent provided in paragraph 2. of Article X, above. 

10. No Withdrawal of Deferred Account 
 Subject to
paragraph 11, below, when a Participant’s employment with the Company is terminated by retirement or for any other reason other than death, and he/she either does not consent to immediate distribution of his/her account under paragraph 3. of
Article XI, or he/she elects to defer the distribution of his/her account under paragraph 6. of Article XI, he/she shall thereafter receive distribution of his/her account only in accordance with the provisions of paragraphs 7., 8., and 9. of
Article XI, and he/she shall not be permitted thereafter to make withdrawal of the funds in his/her account pursuant to the withdrawal provisions of this Article XII. 

11. Limited Withdrawal Rights; Pre-1999 KGS 401(k) Thrift Plan Account 

Notwithstanding anything to the contrary expressed herein a Participant shall have the right to make a withdrawal from his/her Pre-1999 KGS 401(k) Thrift Plan
Account balance at January 11, 1999, pursuant to the following provisions: 
 A. Withdrawal from Matching Contribution Account. In the event that
a Participant withdraws the full value of the After Tax Deposits under the provisions of paragraph 2., above, a Participant who has been a Participant in the Plan for a period of five (5) years or more may additionally withdraw in a lump sum
any or all of the Company Matching Contributions (Company Matching Account) in such Participant’s Pre-1999 KGS 401(k) Thrift Plan Account, provided that the aggregate amount of the withdrawal from the Participant’s After Tax Deposits and
Company Matching Contributions is for at least $500 or the full value of the Account, if less. A Participant may request a withdrawal in writing or by electronic medium, telephone voice response system or other means determined and prescribed by the
Committee. 
 The amount of the withdrawal shall be withdrawn from the Participant’s Company Matching Contributions in proportion to the value of the
Participant’s total Account balance. 

  
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 A withdrawal may be made at any time and from time to time, subject to the minimum amount stated above, and shall
be paid as soon as practicable after the appropriate request is received by the Trustee. A withdrawal shall be paid in cash, except that if a Participant’s Company Matching Contributions are invested in ONEOK, Inc. Common Stock a Participant
may request that the value withdrawn be distributed in whole shares of ONEOK, Inc. Common Stock. Any fractional shares shall be paid in cash, the amount of such payment to be based upon the closing price of ONEOK, Inc. Common Stock on the New York
Stock Exchange Consolidated Tape, on a trading date which does not precede the date of the distribution by more than 10 days. 
 B. Withdrawal From
Rollover Account. In the event that a Participant withdraws the full value of the After-Tax Deposits and the Company Matching Contributions under the provisions of paragraphs 2. and 11.A., above, the Participant may additionally withdraw in a
lump sum any or all of the Participant’s Rollover Account in his/her Pre-1999 KGS 401(k) Thrift Plan Account; provided, that the aggregate amount of the withdrawal from the Participant’s After Tax Deposits Account, Company Matching
Contributions, and rollover balance in the Participant’s account is at least $500 or the full value of the Account, if less. A Participant may request a withdrawal in writing or by electronic medium, telephone voice response system or other
means determined and prescribed by the Committee. The amount of the withdrawal shall be withdrawn from the Participant’s After Tax Deposits, Company Matching Contributions, and Rollover balance in his/her account. 

A withdrawal may be made at any time and from time to time, subject to the minimum required amount stated above and shall be paid as soon as practicable after
the appropriate withdrawal request is received by the Trustee. A withdrawal shall be paid in cash, except that if a Participant’s Rollover balance in his/her Account is invested in ONEOK, Inc. Common Stock, a Participant may request that the
value withdrawn be distributed in whole shares of ONEOK, Inc. Common Stock. Any fractional shares shall be paid in cash, the amount of such payment to be based upon the closing price of ONEOK, Inc. Common Stock on the New York Stock Exchange
Consolidated Tape, on a trading date which does not precede the date of the distribution by more than 10 trading days. 
 C. Prior Employer Stock. A
Participant who has After-Tax Deposits in his/her Plan account invested in stock of a prior employer which has been transferred to the Trust pursuant to any merger, acquisition or similar transaction may request distribution of such stock in a
manner comparable to that provided in subparagraphs 11.A. and 11.B., above, with respect to ONEOK, Inc. Common Stock. 
 D. Withdrawals After Age 59 1⁄2. A Participant who has attained age 59 1⁄2 may withdraw all or a
portion of his/her 401(k) Account contributions in his/her Pre-1999 KGS 401(k) Thrift Plan Account as of the end of the month next following such Participant’s delivery of request for withdrawal to the Trustee in writing or by electronic
medium, telephone voice response system or other means determined and prescribed by the Committee. A withdrawal may be made at any time and from time to time during the Plan Year and shall be paid as soon as practicable after the appropriate request
is received by the Trustee. 
 E. Hardship Withdrawals. A Participant may request an in-service distribution from his/her 401(k) Contribution Account
in his/her Pre-1999 KGS 401(k) Thrift Plan Account on the basis of a hardship based upon immediate and heavy financial need to the extent and only as described and authorized under paragraph 1, of this Article XII, above. 

  
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 F. Withdrawal Penalty. In the event a Participant withdraws sums pursuant to subparagraphs 11.A. or 11.B.,
above, such Participant shall not be entitled to Company Matching Contributions until the first of the next month following the expiration of six (6) months from the date of such withdrawal by such Participant. This abatement of the
Participant’s right to receive Company Matching Contributions shall not affect the Participant’s right to elect a Reduction in Compensation or make After-Tax Deposits to the extent otherwise permissible under the Plan. 

In the event a Participant withdraws sums pursuant to the hardship distribution provisions of paragraph 1. of this Article XII, above, Participant shall not
be entitled to Company Matching Contributions until the first of the month next following the expiration of twelve (12) months from the date of such withdrawal by the participant. 

12. Qualified Reservist Distribution 
 Notwithstanding
anything to the contrary provided in the Plan, a Participant may receive a distribution of his/her Plan Account attributable to Company contributions made pursuant to elective deferrals if such distribution constitutes a qualified reservist
distribution within the meaning of Code Sections 401 (k)(2)(B)(i)(V) and 72(t). 
 13. Suspension During Approved Leave of Absence 

A Participant’s deposits and the corresponding Company Matching Contributions will be suspended automatically for the period of any Company-approved leave
of absence without pay, including military and other governmental service. The Participant’s employment with the Company shall not be treated as terminated thereby for the purposes of paragraph 3. of Article XI. 

14. Effect of Termination or Suspension of Participation 

Any termination or suspension under any provision of this Plan, except suspension of deposits under paragraph 11. of this Article XII, above, shall have the
effect of ending the period of the Participant’s current Plan participation. Upon or at any time after expiration of the required period following any termination, the Participant may again commence participation in the manner provided in
paragraph 2. of Article II hereof as of the first day of the calendar month following the month in which he/she elects to recommence participation and a new period of such Participant’s current Plan participation shall thereupon commence. 

15. No Forfeiture for Suspension or Termination 
 No
termination or suspension of participation in the Plan or failure to resume participation at any time shall affect the Participant’s right to receive distribution of his/her account upon complete liquidation upon the terms and at the time
provided in paragraph 3. of Article XI, or upon termination of the Plan as provided in this paragraph 16. of this Article XII, below, or upon adverse modification of the Plan as provided in paragraph 3. of Article XXIV, or upon termination of the
Trust as provided in paragraph 5. of Article XXIV. Furthermore, and 

  
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notwithstanding any other terms or provisions of this Plan, no suspension or termination of participation under the Plan shall operate to alter a Participant’s rights, privileges, or
obligations thereunder with respect to the management or disposition of his/her account with the Trustee. 
 16. Termination of Plan 

Upon a partial termination of the Plan, or upon a termination of the Plan as an entirety or as to any subsidiary of the Company, each Participant of the
Company or of such subsidiary then participating, as the case may be, will receive distribution of the entire balance of his/her account, subject to the successor plan rule in 401(k)(10)(A). 

17. Valuation of Securities 
 For the purpose of valuing a
Participant’s Account in connection with any withdrawal under the provisions of this Article XII and for the purpose of any distribution in kind, any nontransferable Government bonds shall be valued at the then current redemption price thereof,
and other securities shall be valued at prices determined by the Trustee, as near as practicable to those then obtainable upon a sale in the open market. 

18. Plan Loans 
 A. Loans shall be made available to all
Participants and beneficiaries on a reasonably equivalent basis. 
 B. Loans shall not be made available to Highly Compensated Employees, as defined in
Article I of the Plan, in an amount greater that the amount made available to other employees. 
 C. Loans must be adequately secured and bear a reasonable
rate of interest. 
 D. No Participant loan shall exceed 50% of the present value of the Participant’s vested Accrued Benefit. No Participant loan may
be made from a Participant Roth Elective Deferral Account. 
 E. If a Participant Account is subject to Qualified Joint and Survivor Annuity requirements, a
Participant must obtain the consent of his or her spouse, if any, to use of the Participant’s Account Balance as security for the loan. Spousal consent shall be obtained no earlier than the beginning of the 90-day period that ends on the date
on which the loan is to be so secured. The consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. Such consent shall thereafter be binding with respect to the consenting
spouse or any subsequent spouse with respect to that loan. 
 F. In the event of default, foreclosure on the note and attachment of security will not occur
until a distributable event occurs in the Plan. 
 H. Loan repayments will be suspended under the Plan as permitted under Code Section 414(u)(4). 

  
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 I. If a valid spousal consent has been obtained in accordance with paragraph 18.E., above, then notwithstanding
any other provision of the Plan, the portion of the Participant’s vested account balance used as a security interest held by the Plan by reason of a loan outstanding to the Participant shall be taken into account for purposes of determining the
amount of the Participant’s Account Balance payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. If less than one hundred percent (100%) of the Participant’s vested Account Balance
(determined without regard to the preceding sentence) is payable to the surviving spouse, then the Participant’s Account Balance shall be adjusted by first reducing the vested Account Balance by the amount of the security used as repayment of
the loan, and then determining the benefit payable to the surviving spouse. 
 J. No loan to any Participant or beneficiary can be made to the extent that
such loan when added to the outstanding balance of all other loans to the Participant or beneficiary would exceed the lesser of (a) Fifty Thousand Dollars ($50,000) reduced by the excess (if any) of the highest outstanding balance of loans
during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the plan on the date the loan is made, or (b) one-half of the present value of nonforfeitable Accrued Benefit of the Participant,
or if greater, the total accrued benefit up to Ten Thousand Dollars ($10,000). For purposes of the above limitation, all loans from all plans of the Company and other members of a group of employers described in Code Sections 414(b), 414(c) and
414(m) are aggregated. Furthermore, any loan shall by its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five (5) years from the date
of the loan, unless such loan is used to acquire a dwelling unit which within a reasonable time (determined at the time the loan is made) will be used as the principal residence of the Participant. An assignment or pledge of any portion of the
Participant’s interest in the Plan and a loan, pledge, or assignment with respect to any insurance contract purchased by the Plan, will be treated as a loan under this paragraph. 

19. No Withdrawal of Loan Amount 
 A Participant to whom a
loan has been made pursuant to the provisions of paragraph 16. of this Article XII, above, shall not be allowed at any time to withdraw any amount from his/her Account in excess of the amount which is equal to the current value of his/her Account
minus the outstanding unpaid balance of such loan together with any accrued interest thereon. 

  
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 ARTICLE XIII. 

BENEFICIARIES IN THE EVENT OF DEATH 

PARAGRAPH 
 1. Surviving Spouse as Primary Beneficiary

 A Participant’s nonforfeitable Accrued Benefit (reduced by any security interest held by the Plan by reason of a loan outstanding to such
Participant) shall be payable in full, on the death of the Participant, to the Participant’s surviving spouse, or if there is no surviving spouse or the surviving spouse consents, in the manner provided in paragraph 2. of this Article XIII,
below, then to a designated beneficiary of the Participant under paragraph 3. of this Article XIII, below. 
 2. Election and Consent to Alternate
Beneficiary or Beneficiaries 
 A Participant may elect at any time to waive the required distribution and payment of his/her Account to his/her
surviving spouse in the event of his/her death. Any such election must be made in writing or by electronic means or other means by the Participant in the form and manner prescribed by the Committee. Any election by a Participant to waive the
surviving spouse benefit may be revoked at any time by the Participant by a declaration of revocation delivered to the Committee in writing or by electronic medium or other means in such form and manner as it may prescribe. Any election to waive the
surviving spouse benefit provided under paragraph 1. of this Article XIII above shall not take effect unless the spouse of the Participant consents to such election in writing or by electronic medium or other means prescribed by the Committee, such
election designates a beneficiary which may not be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without requirement of further consent by the spouse), and the spouse’s consent
acknowledges the effect of such election and is witnessed by a Plan representative or notary public; or it is established to the satisfaction of the Plan representative that the consent required of the spouse, as hereinabove provided, may not be
obtained because the spouse cannot be located, or because of such other circumstances as may be prescribed by Treasury Regulations; provided, that any such consent by a spouse shall be effective only with respect to such spouse. 

3. Designation of Beneficiary or Beneficiaries 
 A
Participant who has no spouse, or who with his/her spouse’s consent has elected to waive the surviving spouse benefit as hereinabove provided, may file with the Committee, a written designation or provide and state a designation by electronic
medium or other means, in the form and/or manner determined and prescribed by the Committee, of the beneficiary or the beneficiaries to receive all or part of his/her account upon his/her death, and the Participant shall also file with or provide by
electronic or other means to the Committee such information as to the identity of the beneficiary or beneficiaries and the relationship of the beneficiary or beneficiaries to the Participant as the Committee may from time to time require. The last
designation received by the Committee shall be controlling over any testamentary or other disposition; provided, however, that no designation, or change or cancellation thereof, under this Plan shall be effective unless received by the Committee
prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. 

  
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 4. Payment and Distribution to Beneficiary or Beneficiaries 

Upon the death of a Participant, his/her account shall be paid or distributed to the Participant’s spouse, or beneficiary or beneficiaries designated by
him/her as provided in the preceding paragraphs 1. through 3. of this Article XIII, above, or, in the absence of such designation, to the estate of the Participant or to the beneficiary or beneficiaries entitled thereto under the intestacy laws
governing the disposition of his/her estate, and thereupon the Trustee, the Company, and the Committee shall not be under any further liability to anyone. Provided, that the provisions for payment of a distribution to a surviving spouse of a
deceased Participant in the KGS 401(k) Thrift Plan for a designated period of time shall remain in effect and be applicable until such distribution is completed pursuant to such provisions. 

5. Rollover to IRA For Non-Spouse Beneficiary 

Notwithstanding the foregoing, a direct trustee-to-trustee transfer may be made of any portion of a distribution of the Plan Account of a deceased Participant
or Employee to an individual retirement account established for the purpose of receiving the distribution on behalf of an individual who is a designated beneficiary of the Participant or Employee and who is not the surviving spouse of the
Participant or Employee pursuant to Code Section 402(c)(11). 
 6. Death Benefits; Qualified Active Military Service 

In the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant
shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. 

7. Death or Disability Resulting from Active Military Service; Treatment Allowed 

The Company may treat an individual who dies or becomes disabled (as defined under the terms of the Plan) while performing qualified military service with
respect to the Company as if the individual has resumed employment in accordance with the individual’s reemployment rights under chapter 43 of title 38, United States Code, on the day preceding death or disability (as the case may be) and
terminated employment on the actual date of death or disability. In the case of any such treatment, and subject to the provisions of this paragraph, any full or partial compliance by the Plan with respect to the benefit accrual USERRA requirements
of Code Section 414(u)(8) with respect to such individual shall be treated for purposes of Code Section 414(u)(1) as if such compliance were required under such chapter 43. This paragraph shall apply only if all individuals performing
qualified military service with respect to the Company (as determined under Code Section 414(b), (c), (m), and (o)) who die or became disabled as a result of performing qualified military service prior to reemployment by the Company are
credited with service and benefits on reasonably equivalent terms. The amount of employee contributions and the amount of elective deferrals of an individual treated as reemployed under this paragraph for purposes of applying Code
Section 414(u)(9)(C) shall be determined on the basis of the individual’s average actual employee contributions or elective deferrals for the lesser of (i) the 12-month period of service with the employer immediately prior to
qualified military service, or (ii) if service with the employer is less than such 12-month period, the actual length of continuous service with the employer. 

  
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 ARTICLE XIV. 

SUBSIDIARIES 
 PARAGRAPH 

1. The Plan may be modified and amended from time to time pursuant to the provisions of Article XXIV hereof for purposes of extending its benefits to
one (1) or more Subsidiaries of the Company. 

  
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 ARTICLE XV. 

ADMINISTRATION 
 PARAGRAPH 

1. ONEOK, Inc. Benefit Plan Administration Committee 
 The
Plan shall be administered by the ONEOK, Inc. Benefit Plan Administration Committee (the “Committee”) consisting of not less than three (3) members, who shall be appointed from time to time by the Board of Directors and shall serve at
the pleasure of the Board. Each of the members of the Committee may from time to time designate an alternate who shall have full power to act in his/her absence or inability to act. Members of the Committee may participate in the benefits under the
Plan provided they are otherwise eligible to do so. Except as otherwise provided by the Board of Directors, no member of the Committee shall receive any compensation for his/her services as such. No bond or other security shall be required of any
member of the Committee in such capacity in any jurisdiction. In the absence of the Chairman of the Committee, the alternate designated by the Chairman shall preside at the meetings of the Committee. The Committee shall serve as the plan
administrator within the meaning of Section 3(16)(A) of ERISA. 
 2. Trust, Trustee and Committee 

The Company and Fidelity Management Trust Company, N.A., have entered into a Trust Agreement pursuant to which the Fidelity Management Trust Company is to act
as Trustee under the Plan. The Company may, without further reference to or action by any Employee, Participant, or any subsidiary of the Company participating in the Plan, (a) from time to time enter into such further agreements with the
Trustee or other parties, and make such amendments to said Trust Agreement or such further agreements, as the Company may deem necessary or desirable to carry out the Plan; (b) from time to time designate successor Trustees which in each case
shall be a bank or trust company having capital and surplus of not less than five hundred million dollars ($500,000,000); and (c) from time to time take such other steps and execute such other instruments as the Company may deem necessary or
desirable to put the Plan into effect or to carry it out. The Board shall determine the manner in which the Company shall take any such action. Moreover, the Committee may execute such further agreements with the Trustee or other parties as it
reasonably deems necessary to fulfill its own obligations with respect to administration of the Plan. The Committee shall advise the Trustee in writing with respect to all benefits which become payable under the terms of the Plan and shall direct
the Trustee to pay such benefits from the respective Participants’ Accounts. The Committee shall have such other powers and duties as are specified in this instrument as the same may from time to time be constituted, and not in limitation but
in amplification of the foregoing, the Committee shall have power, to the exclusion of all other persons, in its sole discretion, to make all determinations and interpretations with respect to administration of the Plan, to interpret or construe the
provisions of this instrument and to determine all questions that may arise hereunder as to the status and rights of Participants and others hereunder, to decide any disputes which may arise hereunder; to construe and determine the effect of
beneficiary designations; to determine all questions that shall arise under the Plan, including questions as to the rights of Employees to become Participants, as to the rights of Participants, and including questions submitted by the Trustee on


  
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all matters necessary for it properly to discharge its duties, powers, and obligations; to employ legal counsel, accountants, actuaries, consultants and agents; to establish and modify such rules
and regulations for carrying out the provisions of the Plan not inconsistent with the terms and provisions hereof, as the Committee may consider proper and desirable; and in all things and respects whatsoever, without limitation, to direct the
administration of the Plan and Trust with the Trustee being subject to the direction of the Committee. The Committee shall establish and maintain reasonable procedures governing the filing of benefit claims, notification of benefit determinations
and appeal of adverse benefit determinations, as described in and consistent with paragraph 7. of this Article XV, below, and which shall also be described in the summary plan description for the Plan. The Committee may supply any omission or
reconcile any inconsistency in this instrument in such manner and to such extent as it shall deem expedient to carry the same into effect and it shall be the sole and final judge of such expediency. The Committee may adopt such regulations with
respect to the signature by an Employee, Participant and/or the spouse of an Employee or Participant to any directions or other papers to be signed by Employees or Participants and similar matters as the Committee shall determine in view of the laws
of any state or states. 
 3. Plan Fiduciaries 
 The
named fiduciary of the Plan (within the meaning of Section 402 of ERISA), who shall have authority to control and manage the operation and administration of the Plan, is the Committee. The Fiduciary may serve in more than one (1) fiduciary
capacity under the Plan. It may employ one (1) or more persons to render advice to it. It may delegate ministerial functions to any person or persons. The Trustee and the Company may by agreement in writing arrange for the delegation by the
Trustee to the Committee of any of the Trustee’s functions except the custody of the assets, the voting with respect to shares held by the Trustee, and the purchase and sale or redemption of securities. Any appointment of an additional or
replacement named fiduciary in accordance with this paragraph will be subject to advance approval of the Board of Directors of the Company. 
 4. Action
by the Committee 
 Any act which this instrument authorizes or requires the Committee to do may be done by a majority of the then members of the
Committee. The action of such majority of the members expressed either by a vote at a meeting or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all of
the members of the Committee at the time in office, provided, however, that the Committee may, in specific instances, authorize one (1) of its members to act for the Committee when and if it is found desirable and convenient to do so. 

5. Costs of Plan Administration 
 Except as provided in
paragraphs 4., 5., 6. and 8. of Article X, or otherwise determined and directed by the Committee, the Company shall pay all costs and expenses incurred in administering the Plan including without limitation the expenses of the Committee, the fees
and expenses of the Trustee, the fees of its counsel, and other administrative expenses. 

  
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 6. Uniform and Nondiscriminatory Application 

All rules and decisions of the Committee shall be uniformly and consistently applied to all Employees and Participants in similar circumstances. The Committee
shall be entitled to rely upon information furnished by the Company pertinent to any calculation or determination made pursuant to this Plan. 
 7.
Summary Plan Description; Claims Procedures 
 The Committee shall cause to be furnished to each Participant, in a manner calculated to ensure actual
receipt, a written summary plan description of the Plan and shall periodically update such summary plan description or furnish a written summary of material modifications describing any amendments to the Plan. Such summary plan description shall
include the designation of the plan administrator, name of the Trustee, and shall set forth the Participant’s rights and duties with respect to the benefits available to him/her under the Plan; provided, however, that in the event of any
conflict between the terms of this Plan and such written summary plan description or summary of material modifications, the terms of this Plan shall control. 

The summary plan description shall include a description of claims procedures, which shall contain provisions that are consistent with the following terms of
this paragraph. Any decisions of the Committee respecting an Employee’s right to become a Participant in the Plan or the right of a Participant or beneficiary to benefits shall be delivered to the Employee, Participant or beneficiary in
writing. If an Employee, Participant or beneficiary is denied benefits under the Plan, the Committee shall notify the Employee, Participant or beneficiary of its decision with a written or electronic notification. Such notification shall set forth
(i) the specific reason or reasons for the denial or adverse determination, (ii) the specific Plan provisions on which the determination is based, (iii) a description of any additional material or information necessary for the
Employee, Participant or beneficiary (hereinafter also referred to as a “claimant”) to perfect the claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures
and time limits applicable to such procedures, including a statement of the right of a claimant to bring a civil action under ERISA following an adverse benefit determination on review. 

A claimant shall have a right to a full and fair review of a claim and adverse benefit determination, and in all cases of such review (i) a claimant
shall have at least sixty (60) days following receipt of notification of an adverse benefit determination within which to appeal such determination, (ii) a claimant shall have the opportunity to submit written comments, documents, records
and other information relating to the claim for benefits (iii) a claimant shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records and other information the Committee determines to be
relevant to the claimant’s claim for benefits, and (iv) a review that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination. A claimant shall be notified of the determination of the Committee and Plan on review within a reasonable time, but not later than sixty (60) days after the receipt of the
claimant’s request for review, unless the Committee and Plan determine that special circumstances require an extension of time for processing of the claim and review, in which event written notice of such extension shall be furnished to the


  
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claimant prior to the termination of the initial sixty (60) day period, and in no event shall such extension exceed a period of sixty (60) days from the end of such initial period; and
such notice of extension shall indicate the special circumstances requiring an extension of time and the date by which the Committee and Plan expect to render the determination on review. A claimant shall be provided by the Committee and Plan a
written or electronic notification of a benefit determination on review. In the case of an adverse benefit determination on review, such notification shall set forth (i) the specific reason or reasons for the adverse determination,
(ii) reference to the specific Plan provisions on which the benefit determination is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records, or other information the Committee determines to be relevant to the claimant’s claim for benefits, and (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain
information about such procedures, and a statement of the claimant’s right to bring an action under section 502(a) of ERISA. 
 The Company, the
Committee and other Plan fiduciaries shall be fully protected in relying on the accuracy and completeness of all personal data, consents, elections and designations provided by any Participant, and each Participant shall be solely responsible for
the accuracy and completeness of such information. If the Committee or any other Plan fiduciary acts or fails to act with respect to a Participant or a Participant’s Account under the Plan, and the Participant knows or reasonably should have
known of such act or failure to act (such as by timely reviewing periodic Account statements and timely reviewing payroll statements), then the Participant’s failure to notify the Committee or other applicable Plan fiduciary within a reasonable
period of time (not to exceed one year) shall be deemed an acceptance and ratification of such act or failure to act, and the Company, the Plan, the Committee and applicable Plan fiduciary shall be forever discharged from liability with respect to
such act or failure to act to the same extent as if the absence of such liability had been finally adjudicated in federal court. 
 8. Electronic Medium
Notices and Elections; ERISA Disclosure and Reporting 
 A. The Plan may use an electronic medium to provide applicable notices and for the making of
Participant elections to the maximum extent permitted by law. Any electronic system used by the Plan shall be reasonably designed to provide the information in any notice to an Employee, Participant or other recipient in a manner that is no less
understandable to the recipient than a written document. Such electronic system used by the Plan shall be reasonably designed to alert the recipient, at the time a notice is provided, to the significance of the information in the notice, any
instructions needed to access the notice and the availability of a paper copy at no cost to the recipient. 
 B. Notwithstanding any other provision stated,
expressed or implied to the contrary in this Plan document, the Plan may be administered with respect to any election, consent, direction or other right, act, or feature provided for under or in connection with the Plan, by the Committee
authorizing, directing or allowing that such things be done, delivered, provided or communicated by written instrument or by electronic medium, telephone voice response system or any other means authorized and permitted under applicable laws and
regulations, and determined and prescribed from time to time by the Committee. 

  
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 9. Recognition of Agency Relationships 

The Trustee need not recognize the agency of any party for an Employee or Participant unless it shall receive documentary evidence thereof satisfactory to it
and thereafter from time to time, as the Trustee may determine, additional documentary evidence showing the continuance of such agency; provided that the Trustee shall not be required to recognize any agency which the Trustee deems to be a device
for violating the provisions of Article XVII. Until such time as the Trustee shall receive documentary evidence satisfactory to it of the cessation or modification of any agency, the Trustee shall be entitled to rely upon the continuance of such
agency and to deal with the agent as if he/she or it were the Employee or Participant. 
 10. Valuation of Trust Assets 

The Trustee shall value the assets of the Plan Trust as of the close of the last day of the Plan Year, and more frequently, if directed by the Committee. The
assets of the Trust shall be valued at their fair market value and the Committee shall, in accordance with a method consistently followed and uniformly applied, allocate the sums contributed by the Company and Participants, plus the net income or
minus the net loss of the Trust, and plus the net appreciation or minus the net depreciation in the Trust assets, to the separate Participants’ Accounts of the respective Participants under the Plan in accordance with the foregoing and the
provisions of Article X of the Plan. 
 11. Allocation and Delegation of Committee Responsibilities 

The Committee may (i) allocate among any of the members of the Committee any of the responsibilities of the Committee under the Plan or
(ii) designate any person, firm, or corporation that is not a member of the Committee to carry out any of the responsibilities of the Committee under the Plan. Any such allocation or designation shall be made pursuant to a written instrument
signed by a majority of the members of the Committee or its duly authorized representative and fiduciary. If such allocation or designation occurs, then the person, firm, or corporation designated, or to whom such allocation and delegation of
authority, responsibilities, or duties is made, shall, upon acceptance thereof by them, be solely responsible for performing the delegated, allocated, or designated duties and functions until such delegation may terminate from time to time. 

12. Audit 
 The independent accountants who audit the
books and accounts of the Company shall annually examine the records of the Company and the Committee in respect of the Plan and, on the basis of such examination, make such report to the Trustee as it may request. The records of the Trustee and
(subject to such report by said independent accountants) the records of the Company and the Committee shall be conclusive in respect of all matters involved in the administration of the Plan. 

13. Annual Reports 
 The Committee shall annually furnish
to each Participant a statement as of the end of the previous Plan Year, at such time and in such form as the Committee shall determine, setting forth the account of such Participant. Such statement shall be deemed to have been accepted as correct
unless written notice to the contrary is received by the Trustee within thirty (30) days after the mailing of such statement to the Participant. 

  
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 14. ONECU Plan Sponsorship 

The Plan was heretofore sponsored and maintained by the ONEOK Employees Federal Credit Union, a credit union organized and chartered under federal law,
hereinafter referred to as (“ONECU”) pursuant to the provisions and requirements of Code Section 413(c) pertaining to a plan maintained by more than one (1) employer. ONECU has terminated its sponsorship and maintenance of the
Plan pursuant to Code Section 413(c). The company has entered into a separate arrangement to administer such terminated plan for ONECU. 

  
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 ARTICLE XVI. 

NOTICES AND OTHER COMMUNICATIONS 

PARAGRAPH 
 1. Delivery of Notices and Other Documents

 All notices, reports, and statements given, made, delivered, or transmitted to a Participant shall be deemed duly given, made, delivered, or
transmitted when mailed, by such class of mail as the Trustee may deem appropriate, with postage prepaid and addressed to the Participant at the address last appearing on the books of the Company. A Participant may change his/her address from time
to time by written notice in form prescribed by the Committee. 
 2. Delivery of Communications by Participants 

Written directions, notices, and other communications from Participants to the Company, the Trustee, or the Committee shall be mailed by first-class mail or
delivered to such location as shall be specified in regulations or upon the forms prescribed by the Committee, and shall be deemed to have been given when received at such location. 

  
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 ARTICLE XVII. 

NON-ASSIGNABILITY 
 PARAGRAPH 

1. General 
 To the extent permitted by law, it is a
condition of the Plan, and all rights of each Participant shall be subject thereto, that no right or interest of any Participant in the Plan or in his/her account shall be assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, including (but without limitation) execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, but excluding devolution by death or mental incompetency; and no right or interest of any
Participant in the Plan or in his/her account shall be liable for or subject to any obligation or liability of such Participant. 
 2. Loans 

The foregoing limitation in paragraph 1. shall not apply to a loan made to a Participant if such loan is secured by the Participant’s accrued
nonforfeitable benefit and such loan is made in accordance with the nondiscriminatory loan policy prescribed in paragraph 18. of Article XII. 
 3.
Qualified Domestic Relations Orders 
 The foregoing limitation shall not apply to a Qualified Domestic Relations Order, and payments shall be made
hereunder in accordance with the applicable requirements of any such Qualified Domestic Relations Order in accordance with written procedures to be established by the Committee to determine the qualified status of domestic relations orders and to
administer distributions under such orders in accordance with Section 206(d)(3) of ERISA, and regulations thereunder. For purposes of this Plan a “Qualified Domestic Relations Order” means any judgment, decree, or order (including
approval of a property settlement) which creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to receive all or a portion of the benefits payable with respect to a Participant under
this Plan, and relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant, is made pursuant to a state domestic relations law (including a community
property law), and which meets the requirements of Section 206(d)(3)(C) and (D) of ERISA. For purposes of the foregoing, an “alternate payee” means any spouse, former spouse, child, or other dependent of a Participant who is
recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of, the benefits payable under the Plan with respect to such Participant. 

  
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 ARTICLE XVIII. 

TERMS OF EMPLOYMENT UNAFFECTED 

PARAGRAPH 
 1. Participation in the Plan by a Participant
shall in no way affect any of the Company’s rights to assign such Participant to a different job or position; to change his/her title, authority, duties, or rate of compensation; or to terminate his/her employment. 

  
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 ARTICLE XIX. 

CONSTRUCTION OF PLAN 
 PARAGRAPH

 1. The Plan shall be governed by and construed in accordance with the laws of the State of Oklahoma. Any interpretation of the Plan by the Committee
shall be conclusive and may be relied upon by the Trustee and all parties in interest. 

  
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 ARTICLE XX. 

EFFECTIVE DATE 
 PARAGRAPH 

1. The Plan is hereby amended and restated effective January 1, 2014. The Plan originally provided that it would not go into effect unless (a) it
shall have been duly approved by the Stockholders of the Company; (b) rulings satisfactory to the Company with respect to the Plan shall have been obtained under the Code and any other applicable legislation; (c) all other legal
requirements pertaining to the Plan shall have been complied with; and (d) all other steps necessary for the operation of the Plan shall have been taken. Upon the satisfaction of all such conditions, the Plan originally became effective on the
first day of such month as the Board of Directors then specified, and this Plan has since been amended and restated on multiple occasions in accordance with Article XXIII. 

  
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 ARTICLE XXI. 

TOP-HEAVY RULES 
 PARAGRAPH 

1. Minimum Contribution 
 If this Plan is top-heavy in any
Plan Year, the Plan guarantees a minimum contribution of three percent (3%) of Compensation for each Non-key Employee who is a Participant employed by the Company on the last day of the Plan Year. If the contribution rate for the Key Employee
with the highest contribution rate is less than three percent (3%), the guaranteed minimum contribution for Non-key Employees under this paragraph 1. shall equal the highest contribution rate received by a Key Employee. The contribution rate is the
sum of Company contributions (not including Company contributions to Social Security) and any forfeitures allocated to the Participant’s Account for the Plan Year divided by his/her Compensation for the Plan Year taking into consideration
amounts contributed as a result of a salary reduction arrangement in determining the contributions made on behalf of Key Employees. All qualified defined contribution plans maintained by the Company shall be considered as a single plan for purposes
of determining the contribution rate. For any year in which the Plan is top-heavy, each Non-key Employee shall receive a minimum contribution if not separated from service at the end of the Plan Year regardless of whether such Non-key Employee has
declined to make any mandatory contribution otherwise required by the Plan. 
 If this Plan is top-heavy and any Participant in the Plan is a Participant in
any other top-heavy defined contribution plan(s) maintained by the Company, then this Plan shall provide the defined contribution plan minimum contribution for all such top-heavy defined contribution plans. 

If any Participant in the Plan is also covered by a top-heavy defined benefit plan of the Company, the aggregate top-heavy minimum benefit requirement for
such Participant for all plans affected shall be satisfied by such Participant receiving a safe harbor minimum defined contribution under this Plan equal to at least five percent (5%) of his/her Compensation for each Plan Year such plans are
top-heavy, all in accordance with and pursuant to the provisions of Treasury Regulations, §1.416-1, M-12, and any amendment thereto. 
 2. Rate of
Minimum Contribution 
 To the extent the contribution rate with respect to a Non-key Employee for a Plan Year as described in paragraph 1. above, is
less than the minimum contribution, the Company will increase its contribution for such Employee to the extent necessary so his/her contribution rate for the Plan Year shall equal the guaranteed minimum contribution. The required additional
contribution shall be made from net profits of the Company to the extent available, but if for a particular Plan Year there are no profits out of which to make contributions to the Plan, the Company shall nevertheless make the minimum guaranteed
contribution for each Non-key Employee. The Committee shall allocate the additional contribution to the account of the Non-key Employee for whom the Company makes the contribution. 

  
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 3. Top-Heavy Status Determination 

The Plan is top-heavy for a Plan Year if the top-heavy ratio as of the Determination Date exceeds sixty percent (60%). The top-heavy ratio is a fraction, the
numerator of which is the present value of the Accrued Benefit of all Key Employees as of the Determination Date, the contributions due as of the Determination Date, and distributions made within the one-year period immediately preceding the
Determination Date, and the denominator of which is a similar sum determined for all Participants under this Plan; provided, that if any individual has not performed services for the Company at any time during the one (1)-year period ending on the
Determination Date, any accrued benefit for such individual (and on account of such individual) shall not be taken into account. The foregoing determination of top-heaviness, and the top-heavy ratio shall also apply to distributions under a
terminated plan which if it had not been terminated would have been required to be included in an aggregation group including the Plan. The Committee shall calculate the top-heavy ratio without regard to any Non-key Employee who was formerly a Key
Employee. The Committee shall calculate the top-heavy ratio, including the extent to which it must take into account any distributions, rollovers, and other transfers, in accordance with Code Section 416 and the regulations thereunder. 

If the Company maintains any other qualified plans, this Plan is a top-heavy plan only if it is part of the Top-Heavy Aggregation Group, and the top-heavy
ratio for both the Top-Heavy Aggregation Group and the Additional Aggregation Group exceeds sixty percent (60%). The Committee shall calculate the top-heavy ratio and determine top-heavy status for the aggregation of plans for a particular year by
the following procedures: 
 A. The present value of accrued benefits (including distribution to Key Employees) is determined separately for each plan as of
each plan’s Determination Date; 
 B. The plans are then aggregated by adding together the results for each plan as of the Determination Dates for such
plans that fall within the same calendar year, and 
 C. The combined results shall indicate whether or not the plans so aggregated are top heavy. 

The Plan shall not be considered to be a top-heavy plan if it at any time consists solely of a cash or deferred arrangement which meets the requirements of
Code Section 401(k)(12) or 401(k)(13), and matching contributions with respect to which the requirements of Code Section 401(m)(11) and 401(m)(12) are met. If, but for the preceding sentence, the Plan would be treated as a top-heavy plan
because it is a member of an aggregation group which is a top-heavy group, contributions under the Plan may be taken into account in determining whether any other plan in the group meets the requirements of requirements of providing minimum
contributions and benefits under Code Section 416(c). 
 4. Vesting 

The vesting in Plan benefits for Participants provided in paragraph 1. of Article XI, shall be applicable to this Plan as a top-heavy plan. 

  
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 5. Definitions 

For purposes of applying the provisions of this Article XXI, the following definitions shall be applicable: 

A. “Key Employee” means, as of any Determination Date, any Participant or former Employee (including any deceased Employee) who at any time during
the Plan Year that includes the Determination Date was an officer of the Company having an annual compensation greater than One Hundred Seventy Thousand Dollars ($170,000) (as adjusted under Code Section 416(i)(1), a five-percent
(5%) owner of the Company, or a one-percent (1%) owner of the Company who has total annual compensation from the Company of more than One Hundred Fifty Thousand Dollars ($150,000). For this purpose, annual compensation means compensation
within the meaning of Code Section 415(c)(3). The determination of who is a key employee shall be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability thereunder. 

B. “Non-key Employee” means a Participant who does not meet the definition of Key Employee, and such Participant’s beneficiary or beneficiaries.

 C. “Five percent (5%) owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than
five percent (5%) of the outstanding stock of the Company or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Company. 

D. “One percent (1%) owner” means any person who would be described in subparagraph C., above, if “one percent (1%)” were substituted
for “five percent (5%)” each place it appears in subparagraph C., above. 
 For purposes of the foregoing, subparagraph (C) of Code
Section 318(a)(2) shall be applied by substituting “five percent (5%)” for “fifty percent (50%);” the rules of Subsection (b), (c), and (m) of Code Section 414 shall not apply for purposes of determining ownership
of the Company; and the term “compensation” shall have the meaning given such term by Code Section 414(q)(7). 
 E. “Accrued
Benefit” shall mean the amount of the Participant’s account under this Plan as of any particular date derived within the limitation year for this Plan. 

F. “Top-Heavy Aggregation Group” means each qualified plan of the Company in which at least one (1) Key Employee participates (in the Plan Year
containing the Determination Date or any of the four (4) preceding Plan Years) and any other qualified plan of the Company which, when considered with such qualified plans with Key Employee participants, enables such plans (those with at least
one (1) Key Employee) to meet the coverage and nondiscrimination rules of Code Sections 401(a)(4) or 410. 
 G. “Additional Aggregation Group”
means the Top-Heavy Aggregation Group plus any other qualified plans maintained by the Company, but only if such group would satisfy in the aggregate the requirements of Code Sections 401(a)(4) and 410. The Committee shall determine which plan or
plans to consider in determining the Additional Aggregation Group. 

  
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 H. “Determination Date” for any Plan Year is the last day of the preceding Plan Year. 

I. “Valuation Date” means the annual date on which Plan assets are to be valued hereunder for the purpose of determining the value of account
balances, which occurred most recently within a twelve (12)-month period ending on the determination date. 

  
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 ARTICLE XXII. 

TRANSFERRED SUBSIDIARY PLAN ACCOUNTS 

PARAGRAPH 
 1. General 

If a Participant was a participant in a defined contribution plan of a subsidiary of the Company that is subject to Code Sections 401(a)(11) and 417 with
respect to that Participant, from which assets in which the Participant had a vested account and benefits have been transferred directly or indirectly on or after January 1, 1985, to the Trust of this Plan pursuant to paragraphs 1. and 2. of
Article V, that vested account and benefits (hereinafter referred to as “Transferred Participant Account”) of the Participant shall be held, invested, maintained and distributed in accordance with this Article XXII. 

2. Separate Accounting and Accrual 
 A Participant’s
Transferred Participant Account shall be accounted for separately from all other of his/her contributions hereunder and the Company’s contributions to his/her regular Participant Account. The Participant’s rights in his/her accrued benefit
derived from his/her Transferred Participant Account shall be nonforfeitable, and any income and earnings therefrom and accretions thereon, shall be separately accounted for and become vested in such Participant immediately upon receipt thereof by
the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of investments) and the Participant may not thereafter be deprived of such funds under any provision of the Plan. 

3. Other Plan Provisions Applicable 
 Except as otherwise
provided in this Article XXII, the Transferred Participant Account of any Participant shall be separately held, accounted for, and distributed, but in the same manner and subject to the same rules, requirements, and limitations as generally apply to
a Participant’s account under all provisions of this Plan. 
 4. ONEOK Drilling Plan Transferred Account Annuity Conversion 

Subject to the provisions of paragraphs 5. through 10. of this Article XXII, below, a Participant who has a Transferred Participant Account from a transfer
thereof to the Trust of this Plan from the trust of the ONEOK Drilling Company Profit-Sharing Thrift Plan (“ONEOK Drilling Company Plan”) may elect distribution of such Transferred Participant Account in one (1) or a combination of
(i) conversion of such Transferred Participant Account to annuities under a group annuity contract of the type provided by the ONEOK Drilling Company Plan at the time of transfer of the Transferred Participant Account to the Trust of this Plan,
if reasonably available, with distributions being made pursuant to the terms and conditions thereof and in such amounts and for such durations as specified in said group annuity contract, or (ii) conversion of such Transferred Participant
Account to annuities under an annuity contract or contracts selected and approved by the Committee with terms and provisions comparable to such group annuity contract available under the ONEOK Drilling Company Plan at the time of such transfer, or
(iii) payment in a single lump-sum. 

  
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 5. Distributions 

Subject to paragraphs 8. and 9., below, the Transferred Participant Account of a Participant shall not be distributed under a method of payment which, as of
the Required Beginning Date, does not satisfy the minimum distribution requirements established by this Article XXII or paragraph 10. of Article XI, or which is not consistent with Treasury regulations. The minimum distribution for a calendar year
equals the Participant’s nonforfeitable accrued benefit in his/her Transferred Participant Account at the beginning of the year divided by the Participant’s life expectancy or, if applicable, the life expectancy of such Participant and
his/her designated beneficiary. For the purposes of this Article XXII, the “Required Beginning Date” shall mean the latest date for distribution to a Participant stated in paragraph 10. of Article XI. In computing a minimum distribution,
the life expectancy multiples under Treasury Regulations, Section 1.72-9 shall be used. For purposes of such computation, a Participant’s life expectancy may be recalculated no more frequently than annually, but the life expectancy of a
nonspouse beneficiary may not be recalculated. If the Participant’s spouse is not the designated beneficiary, the method of distribution selected must provide that the present value of the payments to be made to the Participant is more than
fifty percent (50%) of the present value of the total payments to the Participant and his/her beneficiaries. 
 6. Consent of Distribution 

A Participant and the spouse of the Participant (or where the Participant has died, the surviving spouse) must consent to the form of the distribution of the
Transferred Participant Account the Committee directs the Trustee to make if: (i) the present value of the Participant’s nonforfeitable accrued benefit exceeds five thousand dollars ($5,000); (ii) the Qualified Joint and Survivor
Annuity provisions stated below in this Article XXII apply to the distribution; and (iii) a distribution in a form other than a Qualified Joint and Survivor Annuity is to be made. 

7. Time of Distribution 
 If distribution of a
Participant’s Transferred Participant Account in other than lump-sum is authorized by this Article XXII, then upon the death of the Participant, the Participant’s Transferred Participant Account shall be paid in accordance with this
paragraph. If the Participant’s death occurs after payment of the Participant’s Transferred Participant Account has begun, payment thereof shall be completed over a period which does not exceed the payment period which had commenced. If
the Participant’s death occurs prior to the time payment of the Participant’s benefit from the Transferred Participant Account has begun, the payment thereof shall be made over a period not exceeding (i) five (5) years after the
date of the Participant’s death, or (ii) if the beneficiary is a designated beneficiary, over the designated beneficiary’s life expectancy; but payment of the Participant’s Transferred Participant Account over a period described
in (ii) shall not be made unless such payment to the designated beneficiary begins no later than one (1) year after the date of the Participant’s death or, if later, and the designated beneficiary is the Participant’s surviving
spouse, the date the Participant would have attained age seventy and one-half (70 1⁄2). 

  
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 8. Qualified Joint and Survivor Annuity; Qualified Preretirement Survivor Annuity 

For Plan Years beginning after December 31, 1984, the Committee shall direct the Trustee to distribute a married or unmarried Participant’s
Transferred Participant Account, otherwise payable in annuity form, in the form of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity, unless the Participant makes a valid election to waive the Qualified Joint and
Survivor Annuity or Qualified Preretirement Survivor Annuity under paragraph 9. of this Article XXII, below. 
 If a Participant elects at any time during
the Applicable Election Period to waive the Qualified Joint and Survivor Annuity form of benefit or the Qualified Preretirement Survivor Annuity form of benefit (or both), the Participant shall be allowed to elect the Qualified Optional Survivor
Annuity form of benefit at any time during the Applicable Election Period. 
 A “Qualified Joint and Survivor Annuity” is an annuity which is
purchasable with the Participant’s Transferred Participant Account and which is payable for the life of the Participant with, if the Participant is married on the Annuity Starting Date, a survivor annuity payable for the life of the
Participant’s surviving spouse equal to fifty percent (50%) of the amount of the annuity payable during the joint lives of the Participant and his/her spouse, and which is the actuarial equivalent of a single annuity for the life of the
Participant. On or before the Annuity Starting Date, the Committee, in its sole discretion without Participant or spousal consent, may direct the Trustee to pay the Participant’s Transferred Participant Account in a lump sum, in lieu of a
Qualified Joint and Survivor Annuity, if the present value of the Participant’s Transferred Participant Account (excluding accumulated deductible employee contributions) does not exceed five thousand dollars ($5,000). 

“Qualified Optional Survivor Annuity” means (ii) an annuity for the life of the Participant with a survivor annuity for the life of the spouse
which is equal to the applicable percentage of the amount of the annuity which is payable during the joint lives of the Participant and the spouse, and (ii) which is the actuarial equivalent of a single annuity for the life of the participant.
Such term also includes any annuity in a form having the effect of an annuity described in the preceding sentence. For purposes of this paragraph and definition if the survivor annuity percentage is less than 75 percent, the applicable percentage is
75 percent, and if the survivor annuity percentage is greater than or equal to 75 percent, the applicable percentage is 50 percent. For purposes of this paragraph and definition, the term “survivor annuity percentage” means the percentage
which the survivor annuity under the Plan’s qualified joint and survivor annuity bears to the annuity payable during the joint lives of the Participant and the spouse. 

If a married Participant dies before the Annuity Starting Date and such Participant has a surviving spouse, the Committee shall direct the Trustee to
distribute the Participant’s Transferred Participant Account to the Participant’s surviving spouse in the form of a Qualified Preretirement Survivor Annuity, unless the Participant has a valid waiver election in effect. A “Qualified
Preretirement Survivor Annuity” is an annuity which is actuarially equivalent to fifty percent (50%) of the Participant’s Transferred Participant Account (determined as of the date of 


  
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the Participant’s death) and which is payable for the life of the Participant’s surviving spouse. Any security interest held by reason of a loan outstanding to the Participant shall be
taken into account in determining the amount of the Qualified Preretirement Survivor Annuity. The Participant’s surviving spouse may elect to have the Trustee commence payment of the Qualified Preretirement Survivor Annuity within a reasonable
period of time following the date of the Participant’s death. Furthermore, if the present value of the Participant’s Transferred Participant Account exceeds five thousand dollars ($5,000), the Committee shall not direct the Trustee to
distribute the Qualified Preretirement Survivor Annuity to the Participant’s surviving spouse prior to the date the Participant would have attained age sixty-five (65) without the written consent of the surviving spouse. The Committee, in
its sole discretion, may direct the Trustee to make a lump-sum distribution to the Participant’s surviving spouse in lieu of a Qualified Preretirement Survivor Annuity, if the present value of the Participant’s Transferred Participant
Account is not greater than five thousand dollars ($5,000). 
 If the Participant has in effect a valid waiver election regarding the Qualified Joint and
Survivor Annuity or the Qualified Preretirement Survivor Annuity, the Committee shall direct the Trustee to distribute the Participant’s Transferred Participant Account in accordance with paragraphs 3. and 4., above. For purposes of applying
this Article XXII, the Committee shall treat a former spouse as the Participant’s spouse or surviving spouse to the extent provided under a Qualified Domestic Relations Order (as defined in Code Section 414(p)). 

9. Notices; Waiver Election 
 Within the Applicable Notice
Period with respect to such Participant, the Company shall provide the Participant a written explanation of the terms and conditions of the Qualified Joint and Survivor Annuity and a Qualified Optional Survivor Annuity, the Participant’s right
to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit, the effect of an election of a Qualified Optional Survivor Annuity, the rights of the Participant’s spouse to consent to such a waiver
election, and the right to make and the effect of a revocation of the Participant’s waiver election. A Participant may elect at any time during the Applicable Election Period to waive the Qualified Joint and Survivor Annuity form of benefit.
The Participant may revoke a waiver of the Qualified Joint and Survivor Annuity, or an elected Qualified Optional Survivor Annuity or make a new waiver at any time during the Applicable Election Period. 

The Annuity Starting Date for a distribution in a form other than a Qualified Joint and Survivor Annuity may be less than thirty (30) days after receipt
of the written explanation described in the preceding paragraph provided: (1) the Participant has been provided with information that clearly indicates that the Participant has at least thirty (30) days to consider whether to waive the
Qualified Joint and Survivor Annuity and elect (with spousal consent) to a form of distribution other than a Qualified Joint and Survivor Annuity, including a Qualified Optional Survivor Annuity; (2) the Participant is permitted to revoke any
affirmative distribution election at least until the Annuity Starting Date or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the
Participant; and (3) the Annuity Starting Date is a date after the date that the written explanation was provided to the Participant. 

  
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 A married Participant’s waiver election is not valid after December 31, 1984, unless (i) the
Participant’s spouse (to whom the survivor annuity is payable under the Qualified Joint and Survivor Annuity) has consented in writing to the waiver election, (ii) such election designates a beneficiary (or form of benefit) which may not
be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without any requirement of further consent by the spouse), and (iii) the spouse’s consent acknowledges the effect of the
election, and a notary public or the Company (or its Plan representative) witnesses the spouse’s consent. The spouse’s consent to a waiver of the Qualified Joint and Survivor Annuity shall be irrevocable unless the Participant revokes the
waiver election. 
 The Company may accept as valid a waiver election which does not satisfy the spousal consent requirements, if the Company establishes
the Participant does not have a spouse, the Company is not able to locate the Participant’s spouse, or other circumstances exist under which the Treasury Regulations excuse the consent requirement. 

Notwithstanding the foregoing, a Qualified Joint and Survivor Annuity, Qualified Optional Survivor Annuity and Qualified Preretirement Survivor Annuity will
not be provided unless the Participant and spouse had been married throughout the one-year period ending on the earlier of (i) the Participant’s Annuity Starting Date or (ii) the date of the Participant’s death; except that if a
Participant marries within one (1) year before the Annuity Starting Date, and the Participant and the Participant’s spouse in such marriage have been married for at least a one-year period ending on or before the date of the
Participant’s death, such Participant and such spouse shall be treated as having been married throughout the one-year period ending on the Participant’s Annuity Starting Date. 

With respect to any Participant’s Transferred Participant Account subject to paragraph 8., the Company shall provide to each Participant, within the
Applicable Notice Period with respect to such Participant in a manner consistent with Treasury Regulations, a written explanation of the terms and conditions of the Qualified Optional Survivor Annuity comparable to the explanation of the Qualified
Joint and Survivor Annuity required hereunder. 
 With respect to any Participant’s Transferred Participant Account subject to paragraph 8., the
Company shall provide to each Participant, within the Applicable Notice Period with respect to such Participant in a manner consistent with Treasury Regulations, a written explanation of the terms and conditions of the Qualified Preretirement
Survivor Annuity comparable to the explanation of the Qualified Joint and Survivor Annuity required hereunder. If the Participant’s Transferred Participant Account is not subject to paragraph 8. above prior to the time the Company must provide
the written explanation of the Qualified Preretirement Survivor Annuity, the Company shall provide the written explanation within a reasonable period consistent with Treasury Regulations following the time the Participant’s Transferred
Participant Account first is subject to this Article XXII, but not later than the close of the second Plan Year following the Plan Year in which the Participant enters the Plan or first becomes subject to paragraph 8. A Participant may elect at any
time during the Applicable Election Period to waive the Qualified Preretirement Survivor Annuity form of benefit. A Participant may revoke a waiver of the Qualified Preretirement Survivor Annuity or make a new waiver at any time during the
Applicable Election Period. 

  
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 A Participant’s waiver election of the Qualified Preretirement Survivor Annuity is not valid unless
(i) the Participant makes the waiver election no earlier than the first day of the Plan Year in which he/she attains age thirty-five (35), and (ii) after December 31, 1984, the Participant’s spouse (to whom the Qualified
Preretirement Survivor Annuity is payable) satisfies the consent requirements described above. The spouse’s consent to a waiver of the Qualified Preretirement Survivor Annuity is irrevocable unless the Participant revokes the waiver election.
Irrespective of the time of election requirement described in (I), if the Participant separates from service prior to the first day of the Plan Year in which he/she attains age thirty-five (35), the Company may accept a waiver election with respect
to the Transferred Participant Account attributable to his/her service prior to his/her separation from service. 
 10. Definitions; and Applicable Rules

 For purposes of paragraphs 8. and 9. of this Article XXII, above, the term “Annuity Starting Date” means with respect to the
Participant’s Transferred Participant Account (i) the first day of the first period for which an amount is payable as an annuity, or (ii) in the case of a benefit not payable in the form of an annuity, the first day on which all
events have occurred which entitle the Participant to such benefit. 
 The term “Earliest Retirement Age” means the earliest date on which, under
the Plan, the Participant could elect to receive retirement benefits with respect to his/her Transferred Participant Account. The term “Applicable Notice Period” means, with respect to a Qualified Joint and Survivor Annuity for a
Participant, a reasonable period of time of not less than thirty (30) days and not more than one hundred eighty (180) days before the Annuity Starting Date (as consistent with applicable Treasury Regulations). 

With respect to a Qualified Preretirement Survivor Annuity for a Participant, the “Applicable Notice Period” means whichever of the following
periods ends last: (i) the period beginning with the first day of the Plan Year in which the Participant attains age thirty-two (32) and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five (35); (ii) a reasonable period after the individual becomes a Participant; (iii) a reasonable period ending after the Plan ceases to fully subsidize costs of the benefit, if applicable; or (iv) a reasonable period ending
after Code Section 401(a)(11) applies to the Participant provided that in the case of a Participant who separates from service before attaining age thirty-five (35), the Applicable Notice Period shall be a reasonable period after separation.

 The term “Applicable Election Period” means (i) with respect to a Qualified Joint and Survivor Annuity, the one hundred eighty
(180) day period ending on the Annuity Starting Date and (ii) with respect to a Qualified Preretirement Survivor Annuity, the period which begins on the first day of the Plan Year in which the Participant attains age thirty-five
(35) and ends on the Participant’s death. 
 The present value of a qualified joint and survivor annuity benefit or a qualified preretirement
survivor annuity benefit shall be calculated by using the Applicable Mortality Table and the Applicable Interest Rate. For purposes of the preceding sentence the term “Applicable Mortality Table” shall mean the table prescribed by the
Secretary of Treasury, pursuant to Code Section 417(e)(3)(A)(i)(I) (or corresponding provision of any future federal tax code), and the term 

  
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“Applicable Interest Rate” shall mean the annual rate of the interest on 30-year Treasury securities for the month before the date of distribution or such other time as may be
prescribed by Treasury Regulations under Code Section 417(e)(3)(A)(i)(II) (or corresponding provision of any future federal tax code). Provided, notwithstanding the foregoing, for this Plan, which was adopted and in effect before the date of
the enactment of the Retirement Protection Act of 1994, the present value of any distribution made before the earlier of (i) the later of the date an amendment to this Plan applying the rule for calculating present value first stated above is
adopted or made effective, or (ii) the first day of the first Plan Year beginning after December 31, 2000, the present value of any distribution shall be calculated by using the interest rate determined under the regulations of the Pension
Benefit Guaranty Corporation for determining the present value of a lump sum distribution on plan termination that were in effect on September 1, 1993, and by using the provisions of the Plan as in effect on the day before such date of
enactment but only if such provisions of the Plan met the requirements of Code Section 417(e)(3) as in effect on the day before such date of enactment. 

Notwithstanding the foregoing, for Plan Years beginning after January 1, 2008, the terms “Applicable Mortality Table” and “Applicable
Interest Rate” shall have the meaning for such terms stated in Code Section 417(e)(3), Treasury regulations promulgated under that section, and in applicable rulings and guidance published by the Internal Revenue Service with respect to
such terms and the Code, including without limitation, changes enacted by the Pension Protection Act of 2006 (P. L. 109-280). Provided, that the Plan and amendment thereof to add the preceding sentence shall be applied and interpreted consistent
with the Code in such manner as does not decrease the accrued benefit of a Participant. 

  
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 ARTICLE XXIII. 

NGC PROFIT SHARING/401(k) SAVINGS PLAN 

TRANSFERRED ACCOUNTS 

PART A. 

General Provisions/Administration of Transferred NGC Accounts 

PARAGRAPH 
 1. General 

If a Participant was a participant in the NGC Profit Sharing/401(k) Savings Plan (“NGC Plan”) from which assets in which the Participant had a vested
account and benefits have been transferred directly to the Trust of this Plan pursuant to Paragraph 3 of Article V, that vested account and benefits (hereinafter referred to as “Transferred NGC Account”) of the Participant shall be held,
invested, maintained, administered and distributed in accordance with this Article XXIII. 
 2. Separate Accounting and Accrual 

A Participant’s Transferred NGC Account shall be accounted for separately from all other of his/her contributions hereunder and the Company’s
contributions to his/her regular Participant Account. The Participant’s rights in his/her accrued benefit derived from his/her Transferred NGC Account shall be fully vested and nonforfeitable, and any income and earnings therefrom and
accretions thereon, shall be separately accounted for and become vested in such Participant immediately upon receipt thereof by the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of
investments) and the Participant may not thereafter be deprived of such funds under any provision of the Plan. The Transferred NGC Account of a Participant shall be paid and distributed in the forms of benefit provided under the NGC Plan prior to
the transfer thereof to this Plan in such manner as is required to satisfy the applicable provisions of Section 411(d)(6) of the Code, and Treasury Regulations thereunder. 

3. Other Plan Provisions Applicable 
 Except as otherwise
provided in this Article XXIII, the Transferred NGC Account of any Participant shall be separately held, accounted for, and distributed, but in the same manner and subject to the same rules, requirements, and limitations as generally apply to a
Participant’s Account or parts thereof pertinent under all provisions of this Plan. 
 PART B. 

Transferred NGC Accounts; Retirement Benefits 

A Participant who terminates his/her employment on or after his/her Normal Retirement Date shall be entitled to a retirement benefit, payable at the time and
in the form provided in Part F of 

  
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this Article XXIII, equal in value to the aggregate amount in his/her Transferred NGC Account on his/her Annuity Starting Date. Any contribution or addition allocable to a Participant’s
Transferred NGC Account after his/her Annuity Starting Date shall be distributed, if his/her benefit was paid in a lump sum, or used to increase his/her payments, if his/her benefit is being paid on a periodic basis, as soon as administratively
feasible after the date that such contribution or addition is paid to the Trust of the Plan. 
 PART C. 

Transferred NGC Accounts; Disability Benefits 

1. Disability Benefits 
 In the event a Participant’s
employment is terminated, and such Participant is totally and permanently disabled, as determined pursuant to Paragraph 2 of this Part C, below, such Participant shall be entitled to a disability benefit, payable at the time and in the form provided
in Part F of this Article XXIII, below, equal in value to the aggregate amount in his/her Transferred NGC Account on his/her Annuity Starting Date. Any contribution or addition allocable to a Participant’s Transferred NGC Account after his/her
Annuity Starting Date shall be distributed, if his/her benefit was paid in a lump sum, or used to increase his/her payments, if his/her benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such
contribution or addition is paid to the Trust of the Plan. 
 2. Total and Permanent Disability Determined 

A Participant shall be considered totally and permanently disabled if the Committee determines, based on a written medical opinion (unless waived by the
Committee as unnecessary), that such Participant is permanently incapable of performing his/her job for physical or mental reasons. 

PART D. 

Transferred NGC Accounts; Severance Benefits 

Each Participant whose employment is terminated prior to his/her Normal Retirement Date for any reason other than total and permanent disability (as defined
in Paragraph 2 of Part C of this Article XXIII, above) or death shall be entitled to a benefit, that is payable at the time and in the form provided in Part F of this Article XXIII, below, equal in value to his/her Vested Interest in the aggregate
amount in his/her Transferred NGC Account on his/her Annuity Starting Date. A Participant’s Vested Interest in any contribution allocable to such Participant’s Transferred NGC Account after his/her Annuity Starting Date shall be
distributed, if his/her benefit was paid in a lump sum, or used to increase his/her payments, if his/her benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such contribution is paid to the Trust of
the Plan. 

  
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 PART E. 

Transferred NGC Accounts; Death Benefits 

Upon the death of a Participant while an Employee, the Participant’s Eligible Surviving Spouse or designated beneficiary shall be entitled to a death
benefit, payable at the time and in the form provided in Part F of this Article XXIII, below, equal in value to the aggregate amount in his/her Transferred NGC Account on his/her Annuity Starting Date. Any contribution allocable to a
Participant’s Transferred NGC Account after his/her Annuity Starting Date shall be distributed, if his/her benefit was paid in a lump sum, or used to increase payments, if his/her benefit is being paid on a periodic basis, as soon as
administratively feasible after the date that such contribution is paid to the Trust of the Plan. 
 PART F. 

Transferred NGC Accounts; Time and Form of Payment of Benefits 

1. Time of Payment 
 A. Subject to the provisions of the
remaining Paragraphs of this Part, a Participant’s Annuity Starting Date shall be the date that is as soon as administratively feasible after the date the Participant or his/her beneficiary becomes entitled to a benefit pursuant to Parts B, C,
D and E, of this Article XXIII, above, but no earlier than the expiration of the seven-day period that begins the day after the information required to be furnished pursuant to Paragraph 2(C) of this Part F, has been furnished to the Participant.

 B. Unless a Participant (1) has attained age sixty-five, (2) has died (A) without leaving an Eligible Surviving Spouse or (B) with an
election in effect, pursuant to Paragraph 3(b) of this Part F, not to receive the standard death benefit set forth in Paragraph 3(a) of this Part F, or (3) consents to a distribution pursuant to Paragraph 1(a) of this Part F, and, if such
Participant has an Eligible Surviving Spouse, unless such Eligible Surviving Spouse consents (with such consent being irrevocable) in accordance with the requirements of section 417 of the Code and applicable Treasury regulations thereunder) within
the one hundred eighty (180) day period ending on the date payment of his/her benefit hereunder is to commence pursuant to Paragraph 1(a) of this Part F, his/her Annuity Starting Date shall be deferred to the date which is as soon as
administratively feasible after the date the Participant attains (or would have attained) age sixty-five, or such earlier date as the Participant (with the consent of his/her Eligible Surviving Spouse, if applicable) may elect by written notice to
the Committee prior to such date. Consent of the Participant’s Eligible Surviving Spouse under this Paragraph shall not be required if the Participant’s benefit is to be paid in the form of the standard benefit described in this part. The
Committee shall furnish information pertinent to his/her consent to each Participant no less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than
one hundred eighty (180) days before his/her Annuity Starting Date, and the furnished information shall include a general description of the material features of, and an explanation of the relative values of, the alternative forms of
benefit available under the Plan and must inform the Participant of his/her right to defer his/her Annuity Starting Date and of his/her Direct Rollover right pursuant to Paragraph 5 of this Part F, below, if


  
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applicable. In the case of a married Participant who dies before his/her Annuity Starting Date without electing not to receive the standard death benefit set forth in Paragraph 3A of this Part F,
the consent and election set forth in this Paragraph may be made by his/her Eligible Surviving Spouse. 
 C. A Participant’s Annuity Starting Date shall
in no event be later than the sixtieth day following the close of the Plan Year during which such Participant attains, or would have attained, his/her Normal Retirement Date or, if later, terminates his/her employment with the Company. 

D. A Participant’s Annuity Starting Date shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury regulations
and shall in no event be later than: 
  

	 	1.	For Participants attaining age seventy and one-half (70 1⁄2) before January 1, 1999, April 1 of the calendar
year following the calendar year in which such Participant attains the age of seventy and one-half (70 1⁄2); 


 

	 	2.	For Participants attaining age seventy and one-half (70 1⁄2) after December 31, 1998, April 1 of the calendar
year following the later of (A) the calendar year in which such Participant attains the age of seventy and one-half (70 1⁄2) or (B) the calendar
year in which such Participant terminates his/her employment with the Employer (provided, however, that clause (B) of this sentence shall not apply in the case of a Participant who is a “five-percent owner” (as defined in section 416
of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attains the age of seventy and one-half (70 1⁄2); and


  

	 	3.	In the case of a benefit payable pursuant to Part E of this Article XXIII, above, (A) if payable to other than the Participant’s spouse, the last day of the one-year period following the death of such
Participant or (B) if payable to the Participant’s spouse, after the date upon which such Participant would have attained the age of seventy and one-half (70 1⁄2), unless such surviving spouse dies before payments commence, in which case the Annuity Starting Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.


 The preceding provisions of this Part F, notwithstanding, a Participant may not elect to defer the receipt of his/her benefit hereunder to
the extent that such deferral creates a death benefit that is more than incidental within the meaning of section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder. Further, in determining compliance with the provisions of
section 401(a)(9) of the Code, the life expectancies of a Participant and the Participant’s spouse shall not be recalculated after the Annuity Starting Date. Finally, a Participant (other than a Participant who is a “five-percent
owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attains the age of seventy and one-half (70 1⁄2) who attains age seventy and one-half (70 1⁄2) in calendar years 1996, 1997, or 1998 may elect to defer his/her
Annuity Starting Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Participant attains the age of 

  
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seventy and one-half (70 1⁄2) or (B) the calendar year in which such Participant terminates
his/her employment with the Employer, provided, that such election is made by the later of the end of the calendar year in which such Participant attains age seventy and one-half (70 1⁄2) or December 31, 1997. 
 E. Subject to the provisions of Subparagraph (D), a Participant’s Annuity
Starting Date shall not occur unless the events under Parts B, C, D and E of this Article XXIII, above, entitling the Participant (or his/her beneficiary) to a benefit constitutes a distributable event described in section 401(k)(2)(B) of the Code
and shall not occur while the Participant is employed by the Employer or any Subsidiary (irrespective of whether the Participant has become entitled to a distribution of his/her benefit pursuant to Part B, C, D, or E of this Article XXIII, above).

 F. Subparagraphs (A), (B) and (C), above, notwithstanding, a Participant whose vested interest in his/her Transferred NGC Account is $5,000 or more
may elect to defer his/her Annuity Starting Date beyond the date specified in such subparagraphs, subject to the provisions of Subparagraph (D), above, by submitting to the Committee a written statement, signed by the Participant, which describes
the benefit and designates the date on which the payment of such benefit shall commence. 
 2. Standard and Alternative Forms of Benefit for Participants

 A. For purposes of Parts B, C or E of this Article XXIII, above, the standard benefit for any Participant who is married on his/her Annuity Starting
Date shall be a joint and survivor annuity. Such joint and survivor annuity shall be a commercial annuity which is payable for the life of the Participant with a survivor annuity for the life of the Participant’s Eligible Surviving Spouse which
shall be one-half of the amount of the annuity payable during the joint lives of the Participant and the Participant’s Eligible Surviving Spouse. The standard benefit for any Participant who is not married on his/her Annuity Starting Date shall
be a commercial annuity which is payable for the life of the Participant. 
 B. Any Participant who would otherwise receive the standard benefit may elect
not to take his/her benefit in such form by executing the form prescribed by the Committee for such election during the election period described in Subparagraph (C), below. Any election may be revoked and subsequent elections may be made or revoked
at any time during such election period. Notwithstanding the foregoing, an election by a married Participant not to receive the standard benefit as provided in Subparagraph (A), above, shall not be effective unless (1) the Eligible Surviving
Spouse has consented thereto in writing (including consent to the specific designated beneficiary to receive payments following the Participant’s death or to the specific benefit form elected, which designation or election may not subsequently
be changed by the Participant without spousal consent) and such consent acknowledges the effect of such election and is witnessed by a Plan representative (other than the Participant) or a notary public, or (2) the consent of such spouse cannot
be obtained because the Eligible Surviving Spouse cannot be located or because of other circumstances described by applicable Treasury regulations. Any such consent by such Eligible Surviving Spouse shall be irrevocable. 

  
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 C. The Committee shall furnish certain information, pertinent to the Subparagraph (B) election, to each
Participant no less than thirty (30) days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than one hundred eighty (180) days before his/her Annuity
Starting Date. The furnished information shall include an explanation of (1) the terms and conditions of the standard benefit, (2) the Participant’s right to elect to waive the standard benefit and the effect of such election,
(3) the rights of the Participant’s Eligible Surviving Spouse, if any, (4) the right to revoke such election and the effect of such revocation, (5) a general description of the eligibility conditions and other material features
of the alternative forms of benefit available pursuant to Subparagraph (D), below, and (6) sufficient additional information to explain the relative values of such alternative forms of benefit. The period of time during which a Participant may
make or revoke such election shall be the one hundred eighty (180) day period ending on such Participant’s Annuity Starting Date provided that such election may also be revoked at any time prior to the expiration of the seven-day period
that begins the day after the information required to be furnished pursuant to this Paragraph has been furnished to the Participant. 
 D. If a Participant
elects at any time during the Applicable Election Period to waive the standard form of benefit or the qualified preretirement survivor annuity form of benefit (or both), the Participant shall be allowed to elect the Qualified Optional Survivor
Annuity form of benefit at any time during the Applicable Election Period. 
 “Qualified Optional Survivor Annuity” means (ii) an annuity for
the life of the Participant with a survivor annuity for the life of the spouse which is equal to the applicable percentage of the amount of the annuity which is payable during the joint lives of the Participant and the spouse, and (ii) which is
the actuarial equivalent of a single annuity for the life of the participant. Such term also includes any annuity in a form having the effect of an annuity described in the preceding sentence. For purposes of this paragraph and definition if the
survivor annuity percentage is less than 75 percent, the applicable percentage is 75 percent, and is greater than or equal to 75 percent, the applicable percentage is 50 percent. For purposes of this paragraph and definition, the term “survivor
annuity percentage” means the percentage which the survivor annuity under the Plan’s qualified joint and survivor annuity bears to the annuity payable during the joint lives of the Participant and the spouse. 

E. For purposes of Parts B, C or D of this Article XXIII, above, the benefit for any Participant who has elected not to receive the standard benefit shall be
paid in one of the following alternative forms to be selected by the Participant or, in the absence of such election, by the Committee; provided, however, that the period and method of payment of any such form shall be in compliance with the
provisions of section 401(a)(9) of the Code and applicable Treasury regulations thereunder: 
  

	 	1.	A commercial annuity in the form of a single life annuity for the life of such Participant. 

  

	 	2.	A commercial annuity (a) for the joint lives of the Participant and any person designated by the Participant, (b) for a term certain (of 5, 10, or 15 years) and continuous for the life of the Participant if
he/she survives such term certain, or (c) for a term certain to the Participant and any designated beneficiary of the Participant if the Participant does not survive such term certain. 


  
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	 	3.	A lump sum. 

  

	 	4.	Periodic installment payments to such Participant for a term certain or, in the event of such Participant’s death before the end of such term certain, to his/her designated beneficiary; provided, however, that such
term certain shall not exceed the lesser of (i) ten years or (ii) the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his/her designated beneficiary. Upon the death of a beneficiary who
is receiving installment payments under this Paragraph, the remaining balance in the Participant’s Transferred NGC Account shall be paid as soon as administratively feasible, in one lump sum cash payment, to the beneficiary’s executor or
administrator or to his/her heirs at law if there is no administration of such beneficiary’s estate. 

 The Annuity Starting Date for a
distribution in a form other than a survivor annuity may be less than thirty (30) days after receipt of the written explanation described in the preceding paragraph provided: (1) the Participant has been provided with information that
clearly indicates that the Participant has at least thirty (30) days to consider whether to waive the survivor annuity and elect (with spousal consent) to a form of distribution other than a survivor annuity; (2) the Participant is
permitted to revoke any affirmative distribution election at least until the Annuity Starting Date, or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the survivor annuity is provided
to the Participant; and (3) the Annuity Starting Date is a date after the date that the written explanation was provided to the Participant. 
 F. If a
Participant, who terminated his/her employment under circumstances such that he/she was entitled to a benefit pursuant to Parts B, C, or D, dies prior to his/her Annuity Starting Date, the amount of the benefit to which he/she was entitled shall be
paid pursuant to Paragraph 3 of this Part F, just as if such Participant had died while employed by the Employer except that his/her vested interest shall be determined pursuant to Parts B, C, or D, whichever is applicable. 

3. Standard and Alternative Forms of Death Benefit 
 A.
For purposes of Part E, the standard death benefit for a deceased Participant who leaves an Eligible Surviving Spouse shall be a survivor annuity. Such survivor annuity shall be a commercial annuity which is payable for the life of such Eligible
Surviving Spouse. 
 B. Any Participant who would otherwise have his/her death benefit paid in the standard survivor annuity form may elect not to have
his/her benefit paid in such form by executing the beneficiary designation form prescribed by the Committee and filing same with the Committee, designating a primary beneficiary other than his/her Eligible Surviving Spouse or electing some form of
payment other than a survivor annuity. Any election may be revoked and subsequent elections may be made or revoked at any time prior to a Participant’s date of death. 

C. Subparagraph B., above, to the contrary notwithstanding: 
  

	 	1.	 An election not to have the death benefit paid in the standard survivor annuity form as provided in Subparagraph A, above, shall not be effective
unless (a) the Eligible Surviving Spouse has consented thereto in writing and such consent (i)



  
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acknowledges the effect of such election, (ii) either consents to the specific designated beneficiary (which designation may not subsequently be changed by the Participant without spousal
consent) or expressly permits such designation by the Participant without the requirement of further consent by the spouse, and (iii) is witnessed by a Plan representative (other than the Participant) or a notary public or (b) the consent
of such spouse cannot be obtained because the Eligible Surviving Spouse cannot be located or because of other circumstances described by applicable Treasury regulations. Any such consent by such Eligible Surviving Spouse shall be irrevocable.


  

	 	2.	An election not to have the death benefit paid in the standard survivor annuity form may be made before the first day of the Plan Year in which a Participant attains the age of thirty-five (35) only (a) after
the Participant separates from service and only with respect to benefits accrued under the Plan before the date of such separation and (b) in the case of a Participant who has not separated from service, if the Participant has been furnished
the information described in Subparagraph D, with such election to become invalid upon the first day of the Plan Year in which the Participant attains the age of thirty-five (35), whereupon a new election may be made by such Participant.


 D. The Committee shall furnish certain information pertinent to the Subparagraph B election to each Participant within the period beginning
with the first day of the Plan Year in which he/she attains the age of thirty-two (32) (but no earlier than the date such Participant begins participation in the Plan) and ending with the later of (1) the last day of the Plan Year
preceding the Plan Year in which the Participant attains the age of thirty-five (35), or (2) a reasonable time after the Employee becomes a Participant. If a Participant separates from service before attaining age thirty-five (35), such
information shall be furnished to such Participant within the period beginning one year before the Participant separates from service and ending one year after such separation. Such information shall also be furnished to a Participant who has not
attained the age of thirty-five (35) or terminated employment, within a reasonable time after written request by such Participant. The furnished information shall include an explanation of (1) the terms and conditions of the survivor
annuity, (2) the Participant’s right to elect to waive the survivor annuity and the effect of such election, (3) the rights of the Participant’s Eligible Surviving Spouse, (4) the right to revoke such election and the effect
of such revocation, (5) a general description of the eligibility conditions and other material features of the alternative forms of benefit available pursuant to Subparagraph F, below, and (6) sufficient additional information to explain
the relative value of such alternative forms of benefit. 
 E. In the event a survivor annuity is to be paid to a Participant’s Eligible Surviving
Spouse, such Eligible Surviving Spouse may elect to receive the benefit in one of the alternative forms set forth in Subparagraph 3F. Within a reasonable time after written request by such Eligible Surviving Spouse, the Committee shall provide to
such Eligible Surviving Spouse a written explanation of such survivor annuity form and the alternative forms of payment which may be selected along with the financial effect of each such form. 

  
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 F. For purposes of Part E, the death benefit of a deceased Participant who is not survived by an Eligible
Surviving Spouse or who has elected not to have his/her death benefit paid in the standard survivor annuity form set forth in Subparagraph 3A. shall be paid to his/her designated beneficiary in one of the following alternative forms to be selected
by such beneficiary or, in the absence of such selection, by the Committee; provided, however, that the period and method of payment of any such form shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury
regulations thereunder: 
  

	 	1.	A commercial annuity in the form of a single life annuity for the life of the designated beneficiary. 

  

	 	2.	A lump sum. 

 G. If a deceased Participant who either is not survived by an Eligible Surviving Spouse or
has elected (with spousal consent) not to have his/her standard death benefit paid in the standard survivor annuity form set forth in Subparagraph 3A. does not have a valid beneficiary designation on file with the Committee at the time of
his/her death, the designated beneficiary or beneficiaries to receive such Participant’s death benefit shall be as follows: 
  

	 	1.	If a Participant leaves an Eligible Surviving Spouse, his/her designated beneficiary shall be such Eligible Surviving Spouse; 

  

	 	2.	If a Participant leaves no Eligible Surviving Spouse, his/her designated beneficiary shall be (a) such Participant’s executor or administrator or (b) his/her heirs at law if there is no administration of
such Participant’s estate. 

 4. Cash-Out of Benefit 

If a Participant terminates his/her employment and his/her vested interest in his/her Transferred NGC Account is not in excess of $5,000, such
Participant’s benefit shall be paid in one lump sum payment in lieu of any other form of benefit herein provided. Any such payment shall be made at the time specified in Subparagraph 1A. of this Part F, without regard to the consent
restrictions of Subparagraph 1B. of this Part F, and the election and spousal consent requirements of Paragraphs 2 and 3 of this Part F, except that a married Participant’s death benefit shall be paid to his/her Eligible Surviving Spouse unless
another beneficiary has been designated pursuant to the provisions of Subparagraph 3B. The provisions of this Paragraph shall not be applicable to a Participant following his/her Annuity Starting Date. 

5. Direct Rollover Election 
 Notwithstanding any
provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Part F, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have all or any portion of an Eligible Rollover
Distribution (other than any portion attributable to the offset of an outstanding loan balance of such Participant pursuant to the Plan’s loan procedure) paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover. The preceding sentence notwithstanding, a Distributee may elect a Direct Rollover pursuant to this Paragraph only if such Distributee’s Eligible Rollover Distributions during the Plan Year are reasonably expected to total $200 or
more. Furthermore, if less than 100% of the Participant’s Eligible Rollover Distribution is to be a Direct Rollover, the amount of the Direct Rollover must be $500 or more. Prior to any Direct 

  
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Rollover pursuant to this Paragraph, the Committee may require the Distributee to furnish the Committee with a statement from the plan, account, or annuity to which the benefit is to be
transferred verifying that such plan, account, or annuity is, or is intended to be, an Eligible Retirement Plan. 
 6. Benefits from Account Balances

 With respect to any benefit payable in any form pursuant to the Plan, such benefit shall be provided from the Transferred NGC Account balance(s) to
which the particular Participant or beneficiary is entitled. 
 7. Commercial Annuities 

At the direction of the Committee, the Trustee may pay any form of benefit provided hereunder other than a lump sum payment or a Direct Rollover pursuant to
Paragraph 5 of this Part F by the purchase of a commercial annuity contract and the distribution of such contract to the Participant or beneficiary. Thereupon, the Plan shall have no further liability with respect to the amount used to purchase the
annuity contract and such Participant or beneficiary shall look solely to the company issuing such contract for such annuity payments. All certificates for commercial annuity benefits shall be nontransferable, except for surrender to the issuing
company, and no benefit thereunder may be sold, assigned, discounted, or pledged (other than as collateral for a loan from the company issuing same). Notwithstanding the foregoing, the terms of any such commercial annuity contract shall conform with
the time of payment, form of payment, and consent provisions of Paragraphs 1, 2, and 3 of this Part F. 
 8. Present Value Determinations 

The present value of a qualified joint and survivor annuity benefit or a qualified preretirement survivor annuity benefit shall be calculated by using the
Applicable Mortality Table and the Applicable Interest Rate. For purposes of the preceding sentence the term “Applicable Mortality Table” shall mean the table prescribed by the Secretary of Treasury, pursuant to Code
Section 417(e)(3)(A)(i)(I) (or corresponding provision of any future federal tax code), and the term “Applicable Interest Rate” shall mean the annual rate of the interest on 30-year Treasury securities for the month before the date of
distribution or such other time as may be prescribed by Treasury Regulations under Code Section 417(e)(3)(A)(i)(II) (or corresponding provision of any future federal tax code). Provided, notwithstanding the foregoing, for this Plan, which was
adopted and in effect before the date of the enactment of the Retirement Protection Act of 1994, the present value of any distribution made before the earlier of (i) the later of the date an amendment to this Plan applying the rule for
calculating present value first stated above is adopted or made effective, or (ii) the first day of the first Plan Year beginning after December 31, 2000, the present value of any distribution shall be calculated by using the interest rate
determined under the regulations of the Pension Benefit Guaranty Corporation for determining the present value of a lump sum distribution on plan termination that were in effect on September 1, 1993, and by using the provisions of the Plan as
in effect on the day before such date of enactment but only if such provisions of the Plan met the requirements of Code Section 417(e)(3) as in effect on the day before such date of enactment. Notwithstanding the foregoing, for Plan Years
beginning after January 1, 2008, the terms “Applicable Mortality Rate” and 

  
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“Applicable Interest Rate” shall have the meaning for such terms stated in Code Section 417(e)(3), Treasury regulations promulgated under that section, and in applicable rulings
and guidance published by the Internal Revenue Service with respect to such terms and the Code, including without limitation, changes enacted by the Pension Protection Act of 2006 (P. L. 109-280). Provided, that the Plan and amendment thereof to add
the preceding sentence shall be applied and interpreted consistent with the Code in such manner as does not decrease the accrued benefit of a Participant. 

9. Unclaimed Benefits 
 In the case of a benefit payable
on behalf of a Participant, if the Committee is unable to locate the Participant or beneficiary to whom such benefit is payable, upon the Committee’s determination thereof, such benefit shall be forfeited. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Participant or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan. 

Notwithstanding the foregoing, for Plan Years beginning after January 1, 2008, the terms “Applicable Mortality Table” and “Applicable
Interest Rate” shall have the meaning for such terms stated in Code Section 417(e)(3), Treasury regulations promulgated under that section, and in applicable rulings and guidance published by the Internal Revenue Service with respect to
such terms and the Code, including without limitation, changes enacted by the Pension Protection Act of 2006 (P. L. 109-280). Provided, that the Plan and amendment thereof to add the preceding sentence shall be applied and interpreted consistent
with the Code in such manner as does not decrease the accrued benefit of a Participant. 
 10. Claims Review 

A. In any case in which a claim for Plan benefits of a Participant or beneficiary is denied or modified, the Committee shall furnish written notice to the
claimant within sixty (60) days (or within 120 days if additional information requested by the Committee necessitates an extension of the ninety-day period and the claimant is informed of such extension in writing within the original sixty-day
period), which notice shall: 
  

	 	1.	State the specific reason or reasons for the denial or modification; 

  

	 	2.	Provide specific reference to pertinent Plan provisions on which the denial or modification is based; 

  

	 	3.	Provide a description of any additional material or information necessary for the Participant, his/her beneficiary, or representative to perfect the claim and an explanation of why such material or information is
necessary; and 

  

	 	4.	Explain the Plan’s claim review procedure as described in Subparagraph 10(b), below. 

 B. In the event a
claim for Plan benefits is denied or modified, if the Participant, his/her beneficiary, or a representative of such Participant or beneficiary desires to have such denial or modification reviewed, he must, within sixty (60) days following
receipt of the notice of such 

  
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denial or modification, submit a written request for review by the Committee of its initial decision. In connection with such request, the Participant, his/her beneficiary, or the representative
of such Participant or beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty (60) days following such request for review the Committee shall,
after providing a full and fair review, render its final decision in writing to the Participant, his/her beneficiary, or the representative of such Participant or beneficiary stating specific reasons for such decision and making specific references
to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty-day period, the Committee’s decision shall be rendered as soon as possible, but not later than one hundred twenty
(120) days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Participant, beneficiary, or the representative of such Participant or beneficiary
prior to the commencement of the extension period. 
 PART G. 

Transferred NGC Accounts; In-Service Withdrawals 

1. In-Service Withdrawals 
 A. A Participant may withdraw
any or all amounts held in his/her Transferred NGC After-Tax Account. 
 B. A Participant who has a financial hardship, as determined by the Committee, and
who has made all available withdrawals pursuant to subparagraph 1(a), above, and paragraphs 3 and 4 of this Part G, below, as applicable, and pursuant to the provisions of any other plans of the Company of which he is a Participant and who has
obtained all loans available pursuant to Article XII of the Plan and pursuant to the provisions of any other plans of the Company of which he is a Participant may withdraw from his/her Transferred NGC Rollover Contribution Account and his/her
Transferred NGC Before-Tax Account amounts not to exceed the amount determined by the Committee as being available for withdrawal pursuant to this Paragraph. Such withdrawal shall come, first, from the Participant’s Transferred NGC Rollover
Contribution Account and, second, from his/her Transferred NGC Before-Tax Account. For purposes of this Paragraph, financial hardship shall mean the immediate and heavy financial needs of the Participant. A withdrawal based upon financial hardship
pursuant to this Paragraph shall not exceed the amount required to meet the immediate financial need created by the hardship and not reasonably available from other resources of the Participant. The amount required to meet the immediate financial
need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. The determination of the existence of a Participant’s financial hardship and the amount
required to be distributed to meet the need created by the hardship shall be made by the Committee. The decision of the Committee shall be final and binding, provided that all Participants similarly situated shall be treated in a uniform and
nondiscriminatory manner. A withdrawal shall be deemed to be made on account of an immediate and heavy financial need of a Participant if the withdrawal is for: 

  
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	 	1.	Expenses for medical care described in section 213(d) of the Code previously incurred by the Participant, the Participant’s spouse, or any dependents of the Participant (as defined in section 152 of the Code) or
necessary for those persons to obtain medical care described in section 213(d) of the Code and not reimbursed or reimbursable by insurance; 

  

	 	2.	Costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments); 

  

	 	3.	Payment of tuition and related educational fees, and room and board expenses, for the next twelve months of post-secondary education for the Participant or the Participant’s spouse, children, or dependents (as
defined in section 152 of the Code); 

  

	 	4.	Payments necessary to prevent the eviction of the Participant from his/her principal residence or foreclosure on the mortgage of the Participant’s principal residence; or 


 

	 	5.	Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code Section 152, without regard to Code Section 152(d)(1)(B);


  

	 	6.	Expenses for the repair or damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds ten
percent (10%) of adjusted gross income; and 

 The above notwithstanding, (1) withdrawals under this Paragraph from a
Participant’s Transferred NGC Before-Tax Account shall be limited to the sum of the Participant’s Transferred NGC Before-Tax Contributions to the Plan, plus income allocable thereto and credited to the Participant’s Transferred NGC
Before-Tax Account as of December 31, 1988, less any previous withdrawals of such amounts, and (2) amounts allocated to a Participant’s Transferred NGC Before-Tax Account pursuant to the provisions of Subparagraph 2(e), below, of this
Part G shall not be subject to withdrawal. A Participant who makes a withdrawal from his/her Transferred NGC Before-Tax Account under this Paragraph may not make elective contributions or employee contributions to the Plan or any other qualified or
nonqualified plan of the Company for a period of twelve (12) months following the date of such withdrawal. A Participant shall be allowed a Qualified Reservist Distribution with respect to a Transferred NGC Before-Tax Account in the same manner
and to the same extent as is applicable under Article XII of the Plan. 
 2. Restriction on In-Service Withdrawals 

A. All withdrawals pursuant to this Part G shall be made in accordance with the provisions and within the time period prescribed by the Committee prior to the
proposed date of withdrawal. 
 B. Notwithstanding the provisions of this Part G, not more than one withdrawal pursuant to Subparagraph 1(a) shall be made in
any one calendar quarter, and (ii) no withdrawal shall be made from a Transferred NGC Account to the extent such Account has been pledged to secure a loan from the Plan. 

  
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 C. If a Participant’s Transferred NGC Account from which a withdrawal is made is invested in more than one
investment option under the Plan, the withdrawal shall be made pro rata from each investment option under the Plan in which such Transferred NGC Account is invested. 

D. All withdrawals under this paragraph shall be paid in cash. 

E. Any withdrawal hereunder shall be subject to the Direct Rollover election described in Paragraph 5 of Part F of this Article XXIII, above. 

F. Except as provided in Paragraph 3 of this Part G, below, this Part G shall not be applicable to a Participant following termination of employment and the
amounts in such Participant’s Transferred NGC Account shall be distributable only in accordance with the provisions of Part F. 
 3. Withdrawal
Exception Following Termination 
 Withdrawal following a termination of employment may be allowed to the extent such withdrawal would be permissible
under the provisions of Appendices A and B and related provisions of the NGC Plan with respect to withdrawals from a Trident Account or Destec Account, if applicable, which provisions are incorporated herein and made a part of this paragraph and the
Plan by reference for all purposes. 
 PART H. 

Definitions 
 Where the following
words and phrases appear in this Article XXIII of the Plan, they shall have the respective meanings set forth below, unless their use in a particular context indicates to the contrary. 

1. Annuity Starting Date 
 With respect to each
Participant or beneficiary, the first day of the first period for which an amount is payable to the Participant or beneficiary from the Trust of the Plan as an annuity or in any other form. 

2. Eligible Surviving Spouse 
  

	 	(a)	In the case of a Participant who is living on his/her Annuity Starting Date, the spouse to whom a deceased Participant was married on his/her Annuity Starting Date and 


 

	 	(b)	in the case of a Participant who dies before his/her Annuity Starting Date, the spouse to whom a deceased Participant was married on the date of his/her death. 


  
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 3. Normal Retirement Date 

The date the Participant attains age sixty-five (65). 
 4.
Transferred NGC After-Tax Account 
 An individual account for each Participant which is credited with the balance, if any, of such Participant’s
Prior Employee (Post-Tax) Contribution Account under the NGC Plan as of December 31, 1997, and which is credited with (or debited for) such account’s allocation of net income (or net loss) and changes in value of the trust fund of said
Plan and this Plan. 
 5. Transferred NGC Before-Tax Account 

An individual account for each Participant, which 
  

	 	(a)	is credited with 

  

	 	(1)	the balance in such Participant’s Elective Deferral Contributions Account (also known as the Pre-tax Contributions Account) under the NGC Plan as of December 31, 1997, and 


 

	 	(2)	the Before-Tax Contributions made by the Employer on such Participant’s behalf and the Employer Safe Harbor Contributions, if any, made on such Participant’s behalf pursuant to Section 3.5 of said Plan to
satisfy the restrictions set forth in Section 3.1(e) thereof, and 

  

	 	(3)	is credited with (or debited for) such account’s allocation of net income (or net loss) and changes in value of the Trust of said plan and this Plan. 


6. Transferred NGC Rollover Contribution Account 
 An
individual account for a Participant, which is credited with the sum of 
  

	 	(a)	the amount, if any, credited to such Participant’s Rollover Contributions Account under the NGC Plan as of December 31, 1997, and 


 

	 	(b)	the Rollover Contributions of such Participant and which is credited with (or debited for) such account’s allocation of net income (or net loss) and changes in value of the Trust Fund. 


7. Vested Interest 
 The portion of the Participant’s
Transferred NGC Account which, pursuant to the Plan, is nonforfeitable. 

  
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 ARTICLE XXIV. 

MODIFICATION AND TERMINATION 

PARAGRAPH 
 1. Amendment and Termination of Plan

 The Company hopes and expects to continue the Plan indefinitely. However, the right to amend, modify or terminate the Plan is necessarily reserved by
the Company. The amendment or modification of the Plan may be made by the Chief Executive Officer of the Company, upon approval by the ONEOK, Inc. Benefit Plan Administration Committee, executing a written instrument containing such amendment or
modification as he deems necessary or advisable (pursuant to authority which has been duly delegated to him by the Board and is hereby acknowledged and recognized); provided, that no amendment or modification of the Plan which would increase the
benefits provided to Participants or increase contributions required to be made by the Company under the Plan, or to terminate the Plan, shall be made unless such amendment or modification is authorized pursuant to a resolution adopted by the Board
of Directors. 
 2. Limit to Effect of Modification 
 A
modification may affect Participants at the time thereof as well as future Participants, but no modification, termination or partial termination or discontinuance of the Plan for any reason may diminish the account of any Participant as of the
effective date of such modification or discontinuance. No modification may alter the allocation of the benefits as between Officers and Directors on the one hand and other Employees on the other hand. A modification which affects the rights or
duties of the Trustee may be made only with the consent of the Trustee. 
 3. Participant Rights in Case of Modification 

In the event that any modification of the Plan shall adversely affect the rights of any Participant as to the use of or withdrawal from his/her account, such
Participant, for a period of ninety (90) days after the effective date of such modification, shall have the option, to be exercised by written notice to the Trustee in form prescribed by the Committee (a copy of which form of notice shall
accompany the notice of modification), to have liquidated and distributed to him/her his/her entire account as of the effective date of such modification; provided, that such right of distribution shall be subject to any applicable qualification
requirements of the Code and regulations thereunder, and shall not be permitted to the extent the Committee determines that such distribution will adversely affect the qualified status of the Plan, or is otherwise not permissible or authorized under
the Code and regulations. 
 4. Nonforfeitability 

Notwithstanding any other provisions of the Plan, in the case of any merger or consolidation with, or transfer of assets or liabilities to, any other plan
after the date of the enactment of the Employee Retirement Income Security Act of 1974, each Participant in the Plan shall (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or
greater than the benefit he/she would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 

  
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 5. Termination Distributions 

The Company reserves the right to terminate the trust under the Trust Agreement, but upon any termination or partial termination of the trust, each Participant
will receive distribution of the entire balance of his/her account held under the Trust, (subject to the successor plan rule in Treas. Reg. 1.401(k)-1(d)(4)), provided that if the Participant’s Account exceeds $5,000, it shall not be
immediately distributed prior to his/her attaining age sixty-five (65) without the written consent of the Participant; but no consent to immediate distribution shall be required in the event of death of the Participant, and such requirement of
consent shall not give a Participant a right to any form or method of payment of his/her account other than immediate distribution of his/her entire account balance. 

6. Transfer or Sponsorship of Plan 
 The Plan is sponsored
by the Company for the exclusive benefit of the employees of the Company and its Subsidiaries and their subsidiaries and their beneficiaries. Any transfer of sponsorship of the Plan to a successor employer may be permissible in connection with the
acquisition of business assets or operations, but such a transfer of sponsorship of the Plan shall not be made if it is not in connection with the acquisition of a business assets or operations or if substantially all business risks and
opportunities under the transaction are those associated with the transfer of the sponsorship of the Plan. 

  
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 ARTICLE XXV. 

ONE GAS 401(k) PLAN 

TRANSFER PROVISIONS 
 1. Definitions

 A. Former ONE Gas Employee 
 “Former ONE Gas
Employee” means any individual (or any beneficiary, dependent, or alternate payee of such individual, as the context requires) whose employment with any member of the ONEOK Group was terminated prior to January 1, 2014, if such individual
was allocated in connection with the Separation to any member of the ONE Gas Group as of January 1, 2014 by ONEOK, Inc. in its sole discretion. 
 B.
ONE Gas Employee 
 “ONE Gas Employee” means an active employee or an employee on vacation or on approved leave of absence (including sick
leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, and leave under the Family Medical Leave Act, as amended), in either case, of any member of the ONE Gas Group on or after
January 1, 2014, and shall include any beneficiary, dependent, or alternate payee of such employee, as the context requires. 
 C. ONE Gas Group

 “ONE Gas Group” means ONE Gas, Inc. and each subsidiary of ONE Gas, Inc. as of January 1, 2014 and any ONE Gas subsidiary that is
established or acquired after January 1, 2014. 
 D. ONEOK Group 

“ONEOK Group” means (i) prior to January 1, 2014, ONEOK, Inc. and any of its direct or indirect Subsidiaries, and (ii) on and after
January 1, 2014, ONEOK, Inc. and its Subsidiaries as of January 1, 2014 (other than any member of the ONE Gas Group) and any ONEOK, Inc. Subsidiary (other than any member of the ONE Gas Group) that is established or acquired after
January 1, 2014. 
 E. Separation 

“Separation” means the distribution of all of the outstanding shares of ONE Gas, Inc. common stock to the holders of shares of ONEOK, Inc. common
stock. 
 F. ONE Gas Participant 
 “ONE Gas
Participant” for purposes of this Article XXIV is each person who satisfies both (a) and (b) as follows, where: (a) requires the person to be a Former ONE Gas Employee or ONE Gas Employee who was a Participant in this Plan
(including any spouse, dependent or alternate 

  
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 payee beneficiary with respect to such Former ONE Gas Employee or ONE Gas Employee under this Plan) prior to
January 1, 2014; and (b) requires the person’s Plan Account to be transferred from this Plan to the ONE Gas, Inc. 401(k) Plan on or after January 1, 2014 in connection with the Separation. 

2. Applicability of Benefits 
 A. Former ONE Gas Employees
and ONE Gas Employees shall not be eligible to and shall not participate in this Plan, effective January 1, 2014. 
 B. Notwithstanding the general rule
in Paragraph 2.A., above, ONE Gas Participants shall receive the Company 401(k) Contributions set out in Article III, of the Plan in accordance with their elected Reduction in Compensation and elected ESOP Dividend Distribution/Additional Deferral
Contribution covering Compensation accrued through December 31, 2013. In addition, ONE Gas Participants shall receive the After-Tax Deposits set out in Article IV of the Plan covering Compensation accrued through December 31, 2013.
Further, ONE Gas Participants shall be eligible to receive any associated Company Matching Contributions set out in Article VII covering Compensation accrued through December 31, 2013. 

C. After deposit of the contributions referenced in Paragraph 2.B., above, no further contributions shall be made to this Plan for ONE Gas Participants. 

D. The Company shall direct the Trustee of the Plan to transfer to the trustee of the ONE Gas, Inc. 401(k) Plan the funds, deposits, property, assets and/or
accounts of ONE Gas Participants, as soon as administratively feasible after the latest of: (i) deposit by the Company of all the contributions referenced in Paragraph 3 above for 2013; (ii) January 1, 2014; and (iii) the
establishment and initial funding of the trust for the ONE Gas, Inc. 401(k) Plan. 
 E. For the period beginning after December 31, 2013 through the
Separation, Severance from Employment shall not include a transfer from the ONEOK Group to the ONE Gas Group Following the Separation, a Severance from Employment shall include a transfer from the ONEOK Group to the ONE Gas Group. 

  
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