eip2019psuawardagreement






                                                                     Exhibit 10.55                  ONEOK, INC. EQUITY INCENTIVE PLAN               PERFORMANCE UNIT AWARD AGREEMENT                      FORM OF AWARD AGREEMENT         This Performance Unit  Award Agreement (the “Agreement”) is entered into as of the   20th day  of February,  2019, by  and  between ONEOK,  Inc. (the “Company”)  and  «Officer_Name» (the “Grantee”),  an  employee  of  the  Company  or a  Subsidiary  thereof,  pursuant to the terms of the ONEOK, Inc. Equity Incentive Plan (the “Plan”).         1. Performance Unit Award.  This Performance Unit Award Agreement and the Notice  of  Performance  Unit  Award  and  Agreement  dated February 20,  2019, a  copy  of  which  is  attached hereto and incorporated herein by reference, establishes the terms and conditions for  the Company’s grant of an Award of «No_of_Perf_Units» Performance Units (the “Award”) to  the Grantee pursuant to the Plan. This Agreement, when executed by the Grantee, constitutes an  agreement  between  the Company and  the  Grantee.  Capitalized terms not  defined in  this  Agreement shall have the meaning ascribed to them in the Plan.         2. Performance  Period; Vesting.   The Performance  Units granted pursuant  to the  Award will vest in accordance with the following terms and conditions:               (a)   Grantee’s rights with respect to the Performance Units shall be restricted  during the period beginning February 20, 2019, (the “Grant Date”), and ending on February 20,  2022, (the “Performance Period”).                 (b)   Except as otherwise provided in this Agreement or the Plan, the Grantee  shall vest in a percentage of the number of Performance Units granted by this Award (including  any  Dividend  Equivalents,  as  described  below) at  the end of  the  Performance  Period, as  provided for in Exhibit A and Exhibit B attached hereto, based upon the Company’s ranking for  Total Stockholder Return against the ONEOK Peer Group listed in Exhibit C attached hereto,  all  as  determined  by  the  Committee  in  its  sole  discretion.  Upon vesting,  the  Grantee  shall  become entitled to receive one (1) share of the Company’s common stock (“Common Stock”)  for  each such Performance  Unit.   No  fractional  shares  shall  be  issued, and  any  amount  attributable to a fractional share shall instead be paid to the Grantee in cash.               (c)   If the Grantee’s  employment with  the Company terminates prior to the  end of the Performance Period other than by reason of Retirement, Disability, death or Change  in Control, the Grantee shall forfeit all right, title and interest in the Performance Units and any  Common Stock otherwise payable pursuant to this Agreement. For purposes of this Agreement,  employment  with  any  Subsidiary  of  the  Company  shall  be  treated  as  employment  with  the  Company.  Likewise, a termination of employment shall not be deemed to occur by reason of a  transfer of employment between the Company and any Subsidiary.               (d)   If the Grantee’s employment with the Company is terminated during the  Performance Period by reason of (i) Retirement, (ii) Disability or (iii) death, then the Grantee  shall be partially vested in, and the Grantee shall be entitled to receive, a prorated amount of  Performance  Units.   The  prorated  amount  is  determined  by  multiplying  the  original  Award                                    {00106806 - 1 }                                        1    





 






                                                                     Exhibit 10.55   times the percentage certified by the Committee at the end of the Performance Period, which is  then multiplied by a fraction consisting of the number of full months that have elapsed under  the Performance Period at the time of such event divided by the total number of months in the  Performance Period.                 (e) Unless the Committee provides otherwise prior to a Change in Control, in the  event of a Change in Control (as defined below), the vesting or forfeiture of the Performance  Units will be subject to the terms and conditions of Section 11 of the Plan.                 (f) For purposes of the Award and this Agreement, “Retirement” shall mean a  voluntary termination of employment if the Grantee has both completed five (5) years of service  with the Company and attained age fifty (50); and “voluntary termination” shall mean that the  Grantee  had  an  opportunity  to  continue  employment  with  the  Company,  but  did  not  do  so.   “Disability” shall have the meaning provided in the Plan. The term “Change in Control” shall  have the meaning provided in the Plan unless the Award is or becomes subject to Code Section  409A, in which event the term “Change in Control” shall mean a “change in control event” as  defined in Treasury Regulations Section 1.409A-3(i)(5).           3.    Dividend  Equivalents.  During  the  Performance  Period,  the  Award  will  be  increased by a number of additional Performance Units (“Dividend Equivalents”) representing  all cash dividends that would have been paid to the Grantee if one share of Common Stock had  been issued to the Grantee on the Grant Date for each Performance Unit granted pursuant to this  Agreement.   The Dividend  Equivalents  credited  during  the  Performance  Period will  include  fractional shares; provided, however, the shares of Common Stock actually issued upon vesting  of  the  Dividend  Equivalents shall  be paid only in  whole  shares  of  Common  Stock,  and  any  fractional shares of Common Stock shall be paid in an amount of cash equal to the Fair Market  Value of such fractional shares of Common Stock. Dividend Equivalents shall be subject to the  same vesting provisions and other terms and conditions of this Agreement, and shall be paid on  the same date, as the Performance Units to which they are attributable. Moreover, references in  this  Agreement  to  Performance  Units  shall  be  deemed  to  include  any  Performance  Units  attributable to Dividend Equivalents.          4.    Non-Transferability of Performance Units.                 (a)   Except  as  provided below,  the  Performance  Units  may  not  be  sold,  assigned, transferred, pledged, encumbered or otherwise disposed of by Grantee or any other  person until the end of the Performance Period.  Any such attempt shall be wholly ineffective  and will result in immediate forfeiture of all such amounts.                            (b)   Notwithstanding the foregoing, the Grantee may transfer any part or all  rights in the Performance Units to members of the Grantee’s immediate family, to one or more  trusts  for  the  benefit  of  such  immediate  family members or to partnerships  in  which  such  immediate  family  members  are  the  only  partners, in  each  case  only if  the  Grantee  does  not  receive any consideration for the transfer.  In the event of any such transfer, the Performance  Units shall remain subject to the terms and conditions of this Agreement.  For any such transfer  to be effective, the Grantee must provide prior written notice thereof to the Committee, unless  otherwise  authorized and approved by the Committee, in  its  sole discretion;  and the Grantee                                     {00106806 - 1 }                                        2    





 






                                                                     Exhibit 10.55   shall furnish to the Committee such information as it may request with respect to the transferee  and the terms and conditions of any such transfer.  For purposes of this Agreement, “immediate  family” shall mean the Grantee’s spouse, children and grandchildren.                  (c)   The Grantee also may designate a Beneficiary, using the form attached  hereto as Exhibit D or such other form as may be approved by the Committee, to receive any  rights of the Grantee which may become vested in the event of the death of the Grantee under  procedures and in the form established by the Committee.  In the absence of such designation of  a Beneficiary, any such rights shall be deemed to be transferred to the estate of the Grantee.         5.    Distribution of Common Stock.  Subject to any payment restrictions under Code  Section 409A or other applicable law, the Common Stock or cash the Grantee becomes entitled  to  receive upon vesting of the Performance Units shall be distributed to the Grantee no later  than 75 days after the earlier of (i) the last day of the Performance Period; or (ii) the effective  date of a Change in Control.           6.    Administration of Award; Ratification of Actions.  The Award shall be subject to  such other rules as the Committee, in its sole discretion, may determine to be appropriate with  respect  to  administration  thereof.   This  Agreement shall  be  subject  to  discretionary  interpretation and construction by the Committee.  Day-to-day authority and responsibility for  administration  of  the  Plan,  the  Award  and  this  Agreement  have  been  delegated  to  the  Company’s Benefit Plan Administration Committee and its authorized representatives, and all  actions taken thereby shall be entitled to the same deference as if taken by the Committee itself.   The Grantee shall take all actions and execute and deliver all documents as may from time to  time be requested by the Committee.  By receiving this Award or other benefit under the Plan,  Grantee and each person claiming under or through Grantee shall conclusively be deemed to  have indicated acceptance and ratification of, and consent to, any action taken under the Plan or  the  Award  by  the  Company,  the  Board,  the  Committee  or  the  Benefit  Plan  Administration  Committee.           7.  Tax  Liability  and  Withholding.  The  Grantee  agrees  to  pay  to  the Company any  applicable  federal,  state  or  local  income,  employment,  social  security,  Medicare  or  other  withholding  tax  obligation  arising  in  connection  with  the  Award  to  the  Grantee,  which  the  Company shall determine; and the Company shall have the right, without the Grantee’s prior  approval  or  direction,  to  satisfy  such  withholding  tax  by  withholding  all  or  any  part  of  the  shares of Common Stock or cash that would otherwise be distributed or paid to the Grantee,  with any shares of Common Stock so withheld to be valued at the Fair Market Value on the date  of  such  withholding.  The  Grantee,  with  the  consent  of  the Company,  may  satisfy  such  withholding  tax  by  transferring cash  or  Common  Stock to  the Company,  with  any  shares of  Common Stock so transferred to be valued at the Fair Market Value on the date of such transfer.  Any payment of required withholding taxes in the form of Common Stock shall not exceed the  maximum amount of tax that may be required to be withheld by law (or such other amount that  would result in an accounting charge with respect to such shares used to pay such taxes) unless  otherwise approved by the Committee. Income tax withholding shall occur on the date of actual  distribution. Notwithstanding the foregoing, the ultimate liability for Grantee’s share of all tax  withholding  is  the  Grantee’s  responsibility,  and  the  Company  makes  no  tax-related                                     {00106806 - 1 }                                        3    





 






                                                                     Exhibit 10.55   representations in connection with the grant or vesting of Performance Units or the distribution  of Common Stock or cash to the Grantee.         8.    Adjustment Provisions.  If, prior to the expiration of the Performance Period, any  change is made to the outstanding Common Stock or in the capitalization of the Company, the  Performance Units granted pursuant to this Award shall be equitably adjusted or terminated to  the extent and in the manner provided under the terms of the Plan.           9.    Clawbacks,  Insider  Trading  and  Other  Company  Policies.  The  Grantee  acknowledges and agrees that this Award is subject to all applicable clawback or recoupment,  insider trading, share ownership and retention and other policies that the Company’s Board of  Directors  may  adopt  from  time  to  time.  Notwithstanding  anything  in  the  Plan  or  this  Agreement  to  the  contrary,  all  or  a  portion  of  the  Award  made  to  the  Grantee  under  this  Agreement is subject to being called for repayment to the Company or reduced in any situation  where  the  Board  of  Directors  or  a  Committee  thereof  determines  that  fraud,  negligence,  or  intentional  misconduct  by  the  Grantee  was  a  contributing  factor  to  the Company having  to  restate all or a portion of its financial statement(s). Moreover, any Performance Units awarded  under the Plan in this or any prior year to any Participant who is a current or former “executive  officer” (as defined in Securities and Exchange Commission Rule 16a-1(f) under the Securities  Exchange Act of 1934, as amended) is subject to any clawback policy adopted or amended by  the Company from time to time (including, but not limited to, any clawback policy adopted to  comply  with  Section  954  of  the  Dodd-Frank  Act  or guidance  issued  thereunder  by  any  governmental  agency  or  national  securities  exchange),  regardless  of  whether  such  clawback  policy  is  adopted  or  amended  before  or  after  the  date  on  which  such  Performance  Units  are  granted, determined or paid.  A Participant’s acceptance of any  Award under the Plan in  any  year  shall  constitute  full  and  adequate  consideration  for  the  Company’s  right  to  recover  amounts  paid  to  such  Participant  under  the  Plan  in  any  prior  year. The  Committee  may  determine whether the Company shall effect any such repayment or reduction: (i) by seeking  repayment  from  the  Grantee,  (ii)  by  reducing  (subject  to  applicable  law  and  the  terms  and  conditions of the Plan or any other applicable plan, program, policy or arrangement) the amount  that would otherwise be awarded or payable to the Grantee  under the Award, the Plan or any  other  compensatory  plan,  program,  or  arrangement  maintained  by  the Company,  (iii)  by  withholding  payment  of  future  increases  in  compensation  (including  the  payment  of  any  discretionary bonus amount) or grants of compensatory awards that would otherwise have been  made in accordance with the Company's  otherwise applicable compensation practices, or (iv)  by any combination of the foregoing. The determination regarding the Grantee’s conduct, and  repayment or reduction under this provision shall be within the sole discretion of the Committee  and shall be final and binding on the Grantee and the Company. The Grantee, in consideration  of the grant of the Award, and by the Grantee’s execution of this Agreement, acknowledges the  Grantee's understanding of this provision and hereby agrees to make and allow an immediate  and complete repayment or reduction in accordance with this provision in the event of a call for  repayment or other action by the Company or Committee to effect its terms with respect to the  Grantee, the Award and/or any other compensation described in this Agreement.         10.   Stock Reserved.  The Company shall at all times during the term of the Award  reserve and keep available such number of shares of its Common Stock as will be sufficient to  satisfy the Award issued and granted to Grantee and the terms stated in this Agreement.  It is                                     {00106806 - 1 }                                        4    





 






                                                                     Exhibit 10.55   intended by the Company that the Plan and shares of Common Stock covered by the Award are  to be registered under the Securities Act of 1933, as amended, prior to the grant date; provided,  that  in  the  event  such  registration  is  for  any  reason  not  made  effective  for  such  shares,  the  Grantee agrees that all shares acquired pursuant to the grant will be acquired for investment and  will not be available for sale or tender to any third party.         11.   No Rights as Shareholder.  The issuance and transfer of Common Stock shall be  subject  to  compliance  by  the  Company  and  the  Grantee  with  all  applicable  laws, rules,  regulations and approvals.  No shares of Common Stock shall be issued or transferred unless  and  until  any  then-applicable legal requirements  have  been  fully met  or  obtained to  the  satisfaction of the Company and its counsel.  Except as otherwise provided in this Agreement,  the Grantee shall have no rights as a shareholder of the Company in respect of the Performance  Units or Common Stock for which the Award is granted.  The Grantee shall not be considered a  record  owner  of  shares of  Common  Stock with respect  to  the Performance  Units until  the  Performance Units are fully vested and Common Stock is actually distributed to the Grantee.         12.   Continued  Employment; Employment at  Will.   In  consideration  of  the  Company’s  granting  the  Award  as  incentive  compensation  to  Grantee  pursuant  to  this  Agreement, the Grantee agrees to all of the terms of this Agreement and to continue to perform  services for the Company  in  a  satisfactory  manner  as  directed  by the Company.   Provided,  however, no provision  in this  Agreement shall  confer  any  right  to the  Grantee’s  continued  employment, limit the right of the Company to terminate the Grantee’s employment at any time  or create any contractual right to receive any future awards under the Plan.  Moreover, unless  specifically provided under the terms thereof, the value of the Award will not be included as  compensation or earnings when calculating the Grantee’s benefits under any employee benefit  plan sponsored by the Company.         13.   Code Section 409A.  This Award and Agreement are intended to comply with  Code  Section  409A  or  an  exemption  therefrom  and  shall  be  construed  and  interpreted  in  a  manner that is consistent with the requirements for avoiding additional taxes or penalties under  Code Section 409A.  Notwithstanding any other provision of the Agreement, any distributions  or payments due hereunder that are subject to Code Section 409A may only be made upon an  event  and  in  a  manner  permitted  by Code Section  409A.  “Termination  of  employment”  or  words of similar import used in this Agreement shall mean, with respect to any payments of  deferred compensation subject to Code Section 409A, a “separation from service” as defined in  Code Section  409A.   Each  payment  of  compensation  under  this Agreement,  including  installment payments, shall be treated as a separate payment of compensation for purposes of  applying Code Section  409A.  Except  as provided  in  Section  6  of  this  Agreement  or  as  otherwise  permitted  under  Code  Section  409A,  Grantee  may  not,  directly  or indirectly,  designate the calendar year of settlement, distribution or payment.  To the extent that an Award  is or becomes subject to Code Section 409A and Grantee is a Specified Employee (within the  meaning  of  Code  Section  409A)  who  becomes  entitled  to a distribution  on  account  of  a  separation from service, no payment shall be made before the date which is six (6) months after  the date of the Grantee's separation from service or, if earlier, the date of Grantee’s death (the  “Delayed Payment Date”).  The accumulated amounts shall be distributed or paid in a lump sum  payment  on  the  Delayed  Payment  Date unless  the  Delayed  Payment  Date  is  the  date  of  Grantee’s death, in which event the accumulated amounts shall be paid in a lump sum payment                                     {00106806 - 1 }                                        5    





 






                                                                     Exhibit 10.55   by  December  31  following  the  year  of  Grantee’s  death.  Notwithstanding  the  foregoing,  the  Company  makes  no  representations  that  the  payments  and  benefits  provided  under  this  Agreement  comply  with  Code  Section  409A  and  shall  not  be  liable  for  all  or  any  taxes,  penalties, interest  or other expenses  that may be incurred by the Grantee on account  of non- compliance with Code Section 409A.         14.   Entire Agreement; Severability; Conflicts.  This Agreement contains the entire  terms of the Award, and may not be changed other than by a written instrument executed by  both parties or an amendment of the Plan.  This Agreement supersedes any prior agreements or  understandings,  and  there  are  no  other  agreements  or  understandings  relating  to  its  subject  matter.  The invalidity or unenforceability of any provision of the Plan or this Agreement shall  not affect any other provision of the Plan or this Agreement, and each provision of the Plan and  this Agreement shall be severable and enforceable to the extent permitted by law.  Should there  be any inconsistency between the provisions of this Agreement and the terms of the Award as  stated in the resolutions and records of the Board of Directors or the Plan, the provisions of such  resolutions and records of the Board of Directors and the Plan shall control.         15.   Successors and Assigns.  The Award evidenced by this Agreement shall inure to  the  benefit  of  and  be  binding  upon  the  heirs,  legatees,  legal  representatives,  successors,  and  assigns of the parties hereto.         16.   Governing  Law;  Mandatory  Claims Procedures.   This  Agreement  shall  be  construed in accordance with, and subject to, the laws of the State of Oklahoma applicable to  contracts made and to be entirely performed in Oklahoma and wholly disregarding any choice  of law provisions or conflict of law principles that might otherwise be contrary to this express  intent.  If Grantee or any person acting on Grantee’s behalf (the “Claimant”) has any claim or  dispute related in any way to the Award or to the Plan, the Claimant must follow the claims and  arbitration procedures set forth in Section 13 of the Plan.  All claims must be brought no later  than one year following the date on which the facts forming the basis of the claim are known or  should have been known by the claimant, whichever is earlier.  Any claim that is not submitted  within the applicable time limit shall be waived.           The Grantee hereby acknowledges receipt of this Agreement, the Notice of Performance  Unit Award and Agreement and a copy of the Plan, and accepts the Award under the terms and  conditions stated in this Agreement, subject to all terms and provisions of the Plan, by signing  this Agreement as of the date indicated.  In the absence of a signed acceptance, the Grantee will  be  deemed  to  have  accepted  this  Award  on  the  Grant  Date,  and  all  its  associated  terms  and  conditions,  including  the  mandatory  claims  and  arbitration  procedures,  unless  the  Grantee  notifies  the  Company  of  the  Grantee’s  non-acceptance  of  the  Award  by  contacting  the stock  plan administrator, in writing within sixty (60) days of the Grant Date.                                                                               Date                                                              «Officer_Name»                                      Grantee                                       {00106806 - 1 }                                        6    





 






                                                                                      Exhibit 10.55                                               Exhibit A                                                                                         Performance Unit Criteria                                     2019-2022 Performance Period                       ONEOK Total Stockholder Return (TSR) Ranking vs.       Percentage of Performance Units Earned                 ONEOK Peer Group                                (Performance Multiplier)              90th percentile and above                                 200%                   75th percentile                                      150%                   50th percentile                                      100%                   25th percentile                                      50%                Below 25th percentile                                    0%    If ONEOK’s TSR ranking within the ONEOK Peer Group at the end of the Performance Period is between any two  of the stated percentile levels in the above table, the percentage of the Performance Units earned (the performance  multiplier) will be interpolated between the earning levels.  No Performance Units are earned if ONEOK’s TSR  ranking at the end of the Performance Period is below the 25th percentile within its Peer Group.                                                                                                      {00106806 - 1 }                                                 7    





 






                                                                                      Exhibit 10.55                                                                                                 Exhibit B                                                                           Illustration of Hypothetical 2019-2022 Performance Period                                  Performance Unit Award Calculation       The illustrations below assume that 500 Performance Units are awarded to Grantee in February 2019.  ONEOK Total Stockholder Return (TSR) Ranking vs. ONEOK Peer Group    Hypothetical 1: If ONEOK’s TSR Ranking for 2019-2022 is at the 40th percentile within the ONEOK Peer Group,  then the performance multiplier would be 80 percent, as interpolated between a 50 percent multiplier (25th  percentile within Peer Group) and a 100 percent multiplier (50th percentile within Peer Group) from Exhibit A.    Hypothetical 2: If ONEOK’s TSR Ranking for 2019-2022 is at the 60th percentile within the ONEOK Peer Group,  then the performance multiplier would be 120 percent, as interpolated between a 100 percent multiplier (50th  percentile within Peer Group) and a 150 percent multiplier (75th percentile within Peer Group) from Exhibit A.        Percentage of Performance Units Earned    Hypothetical 1: 80% x 500 PUs = 400 shares of Common Stock payable to Grantee in 2019.    Hypothetical 2: 120% x 500 PUs = 600 shares of Common Stock payable to Grantee in 2019.                                                                                                         {00106806 - 1 }                                                 8    





 






                                                  Exhibit C                                                                                    2019-2022 ONEOK TSR Peer Group*                                                                     Company Name                        Sym                                  Buckeye Partners LP                                 BPL                                         DCP Midstream, LP                                   DCP                                         Enable Midstream Partners LP                       ENBL                                         Energy Transfer LP                                  ET                                          EnLink Midstream, LLC                              ENLC                                         Enterprise Products Partners LP                     EPD                                        Kinder Morgan Inc.                                  KMI                                        Magellan Midstream Partners LP                     MMP                                         MPLX LP                                            MPLX                                        NuStar Energy LP                                    NS                                         Plains All American Pipeline, LP                   PAA                                         Targa Resources Corp                               TRGP                                        Williams Companies Inc.                            WMB                                           * In the event that any member of the 2019-2022 ONEOK Peer Group liquidates or reorganizes under the United  States Bankruptcy Code (U.S.C. Title 11) such member shall remain in the 2019-2022 ONEOK Peer Group. If any  member of the 2019-2022 ONEOK Peer Group is acquired by another entity (regardless of the acquiring entity’s  relationship to or current outstanding ownership of the acquired Peer Group member) before the end of the  Performance Period, such member shall be removed from the 2019-2022 ONEOK Peer Group for purposes of  calculating the Performance Multiplier. In all other cases involving merger, reorganization or other material change  in ownership, legal structure or business operations of any member of the 2019-2022 ONEOK Peer Group before  the end of the Performance Period, the Committee shall have discretionary authority to retain, remove or replace  such member for purposes of calculating the Performance Multiplier.                                     {00106806 - 1 }                             9  





 






                                                Exhibit D                                                                                        Beneficiary Designation Form                                                                                                             I,  _________________________________ (“Plan  Participant”),  state  that  I  am  a  participant  in  the  ONEOK,  Inc.  Equity  Incentive  Plan,  the  ONEOK,  Inc.  Long  Term  Incentive  Plan,  the  ONEOK,  Inc.  Equity  Compensation  Plan,  or  any  other  stock  compensation  plan  sponsored  by  ONEOK,  Inc.  (individually  and  collectively,  the “Plan”), and  the  holder  of  one  or  more Awards granted  to  me  under  the  Plan.  With  the  understanding  that  I  may  change  the  following  beneficiary  designations  at  any  time  by  furnishing  written  notice  thereof to the Committee (provided that such change does not affect the time and form of payment of any amounts  subject to an existing deferral election), I hereby designate the following individuals (or entities) as my beneficiaries  to receive any and all benefits payable to me under the Plan and to exercise all rights, benefits and features of the  Awards that have been granted to me under the Plan, in accordance with the terms of the Plan and any associated  award agreement, in the event of my death as follows:   1.     Primary Beneficiary (Beneficiaries)          The Primary Beneficiaries named below shall have first priority to any and all benefits payable to me under  the Plan and to exercise all rights, benefits and features of the Awards that have been granted to me under the Plan,  in accordance with the terms of the Plan and any associated award agreement, in the event of my death.          Name                          Relationship           SSN                Percentage of Total                                                                                                                                                                                                                                                                                                            If a designated Primary Beneficiary named dies or ceases to exist prior to receiving the share designated for such  Primary  Beneficiary,  such  share  shall  be  transferred  proportionately  to  other  surviving  and  existing  designated  Primary Beneficiaries.   2.     Contingent Beneficiary (or Beneficiaries)          The Contingent Beneficiaries named below, if any, shall receive any benefits provided or payable to me  under the Plan and be entitled to exercise, enjoy and receive all rights, benefits and features of the Awards that have  been granted to me under the Plan (including Awards that I have elected to defer under the Plan or the ONEOK, Inc.  2005  Nonqualified  Deferred  Compensation  Plan,  if  applicable)  in  accordance  with  the  Plan  and  the  terms  and  provisions of such Awards in the event of my death if no Primary Beneficiary named above survives me or exists.          Name                          Relationship           SSN                Percentage of Total                                                                                                                                                                                                                                                                                                              {00106806 - 1 }                            10  





 






    3.     Awards Covered By Beneficiary Designation          This Beneficiary Designation is applicable to and covers the following Awards that have been granted to  me under the Plan:         (Check one)  _______ All Awards previously or subsequently granted to me under the Plan; or  _______ The following Awards that have been granted to me under the Plan:                                (List Awards Covered)         Award                         Grant Date                 Number of Shares of Stock                                                                                                                                                                                                                                                                                                                    4.     General Terms          This instrument does not modify, extend or increase any rights or benefits otherwise provided for by any  Award under the Plan.  All terms used in this instrument shall have the meaning provided for under the Plan, unless  otherwise  indicated  herein.  This  instrument  is  not  applicable  to  Common  Stock  of  ONEOK,  Inc.  that  I  have  acquired  outright  and  without  any  restrictions  or  limitations  under  the  Plan  prior  to  my  death.  This  instrument  revokes and supersedes any  prior designation of a Beneficiary (or Beneficiaries)  made by  me  with respect to the  Awards covered by this Beneficiary Designation as set forth in Paragraph 3.                      IN WITNESS WHEREOF, I have signed this instrument this     day of ____________, __________.                                                                                                                                                      Plan Participant  __________________________________  Witness     __________________________________  Witness              RECEIVED AND ACKNOWLEDGED this ____ day of ________, 20__,                                                   ______________________________________                                               For the Committee                                                                                                       {00106806 - 1 }                            11