exhibit_10-54.htm


     

     

     

    Exhibit
10.54

    
       

      PERFORMANCE
UNIT AWARD AGREEMENT

       

      This
instrument is issued as of the 15th day of January, 2009, by ONEOK, Inc., an
Oklahoma corporation, (hereinafter referred to as “Corporation”), to «Officer_Name»
(hereinafter referred to as “Grantee”), an employee of the Corporation or a
division or subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Equity
Compensation Plan, effective February 17, 2005, (hereinafter referred to as the
“Plan”).

       

      1. Performance Unit
Award.  This instrument and that certain Notice of Performance
Unit Award and Agreement, dated January 15, 2009, a copy of which is attached
hereto and incorporated herein by reference (the “Notice of Performance Unit
Award and Agreement”), constitute evidence of the issuance and grant of a
Performance Unit Award (hereinafter referred to as “Award”) of «No_of_Perf_Units»
Performance Units to the Grantee by the Corporation that shall entitle the
Grantee to receive shares of the Corporation’s Common Stock (hereinafter also
referred to as “Common Stock”) or cash, all pursuant and subject to the terms,
provisions, and conditions of this instrument (including, without limitation,
the conditions, restrictions and limitations stated in paragraph 5, below) and
the terms and provisions of the Plan, which are incorporated herein by
reference.  This instrument, when executed by the Grantee, together
with the Notice of Performance Unit Award and Agreement constitute an agreement
between the Corporation and the Grantee.  Notwithstanding the
foregoing, should there be any inconsistency between the provisions of this
instrument and the terms and provisions of the Award stated in the resolutions
and records of the Board of Directors of the Corporation providing for the Award
or provisions of the Plan, the provisions of such resolutions and records and of
the Plan shall control.  The grant of such Performance Units to the
Grantee shall be effective in the manner and to the extent provided in this
instrument and the Plan as to all or any part of the shares of Common Stock
subject to the grant from time to time during the period stated
herein.

       

      2. Plan.  The
Award is made to the Grantee pursuant to the terms and provisions of the Plan,
as approved by the Shareholders of the Corporation, which Plan provides that a
specific aggregate number of shares of Common Stock of the Corporation may be
issued or transferred pursuant to Stock Incentives under the
Plan.  The Plan specifies the authority of the Corporation, its Board
of Directors, and a committee of the Board of Directors to select employees to
be granted Stock Incentives under the Plan.   The Executive
Compensation Committee of the Board of Directors (hereinafter referred to as the
“Committee”) is authorized to administer the Plan with respect to this
instrument and the grant of the Award made to the Grantee pursuant to the
Plan.  Except where expressly stated or clearly indicated otherwise by
the terms of this instrument, all terms, words and phrases used herein shall
have the same meaning and effect as stated in the Plan.  The Grantee
has been provided a complete copy of the Plan with this instrument.

       

      3. Grantee’s Agreement
Concerning Award and Employment.  In consideration of the
Corporation’s granting of the Award of Performance Units and entitlement to
shares of Common Stock, as incentive compensation to Grantee pursuant to this
instrument, the Grantee, by acceptance thereof, and signing this instrument
evidencing its terms, agrees to such terms and to continue to contribute and
perform service in the employ of the Corporation or a division or subsidiary
thereof at the direction, will and pleasure of the Corporation and the Board
of

       


      
        
           


        

        
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      Directors.  Provided,
however, neither the foregoing agreement of the Grantee in this paragraph 3, nor
any other provision in this instrument shall confer on the Grantee any right to
continue in the employ of the Corporation (or a division or Subsidiary thereof),
or interfere in any way with the right of the Corporation (or such division or
Subsidiary) to terminate the Grantee’s employment at any time.

       

      4. Registration of Stock;
Grantee’s Representation With Respect To Acquiring for
Investment.  It is intended by the Corporation that the Plan
and the shares of Common Stock covered by the Award issued and granted to the
Grantee referred to in paragraph 1, above, are to be registered under the
Securities Act of 1933, as amended, prior to the date of the grant; provided,
that in the event such registration is for any reason not made effective for
such shares, the Grantee agrees, for the Grantee, and for the Grantee’s
permissible assignees, heirs and legal representatives by inheritance or
bequest, that all shares acquired pursuant to the grant will be acquired for
investment and not with a view to, or for sale or tender in connection with the
distribution of any part thereof, including any transfer or distribution of such
shares by the Grantee pursuant to the grant and this instrument or as otherwise
allowed by the Plan.

       

      5. Terms and Conditions of
Award; Transfer of Stock to Grantee.  The issue and grant of
the Award of Performance Units to the Grantee stated in paragraph 1, above,
shall be subject to the following terms and conditions:

       

      (a) The right
to ownership and transfer of the Performance Units granted to the Grantee shall
be subject to the Award during the period beginning January 15, 2009, the date
of the grant thereof (hereinafter referred to as “Grant Date”) and ending
on  January 15, 2012, (which period is hereinafter referred to as
“Performance Period”), as herein provided.

       

      (b) The
Grantee shall earn and become entitled to receive a percentage of the number of
Performance Units granted under paragraph 1, above, at the expiration of the
Performance Period as provided for in Exhibit A and Exhibit B, attached hereto,
based upon the Corporation’s ranking for Total Stockholder Return in the ONEOK
Peer Group listed in Exhibit C attached hereto, all as determined by the
Committee, in its sole discretion.

       

      (c) Upon
expiration of the Performance Period, the Grantee shall be entitled to receive
one (1) share of Common Stock for each Performance Unit that becomes earned by
and vested in the Grantee pursuant to the Award; provided, no fractional shares
shall be issued and any fractional shall be paid to the Grantee in
cash.

       

      (d) All
Common Stock the Grantee becomes entitled to receive pursuant to the Award and
any other compensation payable to the Grantee under the Award shall be paid,
distributed, transferred  and issued by the Corporation to the Grantee
at the expiration of the Performance Period, or as soon a practicable after the
determination that the Grantee has earned and become entitled to Performance
Units and to receive such Common Stock and cash, as determined by the
Committee,  and in no event later than the 15th day of the third month
after the date of expiration of the Performance Period, and the Grantee shall
not be permitted, directly or indirectly, to designate the time of payment,
distribution or transfer or the taxable year in which it is to be made.
Provided, that if the Grantee elects pursuant to paragraph 6, below, to defer
the

       


      
        
           


        

        
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      receipt
of all Performance Units, Common Stock and cash for each Performance Unit that
becomes earned by and vested in the Grantee pursuant to the Award, the payment,
distribution and transfer of such Performance Units, Common Stock and cash shall
be deferred and thereafter paid, distributed and transferred by the Corporation
to the Grantee at the specified time and in accordance with the method of
payment, distribution and transfer that is elected in by the Grantee in
accordance with the election provisions set forth therein.

       

      (e) The
Grantee shall not be entitled to vote any shares of Common Stock of the
Corporation, or otherwise have any right or interest as a Common Stock
shareholder by reason of the Performance Unit Award granted under the Award
during the Performance Period, and prior to the actual transfer of Common Stock
to the Grantee pursuant to the Award.

       

      (f) No
dividends or any similar amounts shall be payable or paid with respect to
Performance Units, Common Stock earned under the Award, or the Award during or
for the Performance Period.

       

      (g) The
Grantee shall have no right to receive cash or acquire shares of Common Stock of
the Corporation under the Award other than the cash and Common Stock
attributable to the Performance Units earned by the Grantee to the extent
provided for herein.

       

      (h) The
Common Stock or cash to which the Grantee becomes entitled shall be paid and
transferred to the Grantee only upon the determination of the Performance Units
earned by the Grantee at the expiration of the Performance
Period.  The payment and transfer of such Common Stock or cash to the
Grantee shall be made as soon as reasonably practicable after the expiration of
the Performance Period, as determined and directed by the Committee, in its sole
discretion.

       

      (i) The
Performance Units or any Common Stock or cash to be paid or transferred to
Grantee pursuant to the Award may not be sold, assigned, transferred, pledged,
encumbered or otherwise disposed of by Grantee or any other person except as
provided in the Award and the Plan until the expiration of the Performance
Period and payment and transfer of Common Stock or cash pursuant to the
Agreement and Plan.

       

      (j) The
Grantee shall become entitled to receive Performance Units earned, and shall
become owner of the shares of Common Stock or cash paid and transferred to the
Grantee pursuant to the Award free and clear of all terms, conditions and
restrictions imposed by the Award if the Grantee’s employment by the Corporation
does not terminate during the Performance Period; provided, that the Grantee
shall become entitled to a prorated amount of Performance Units and the terms
and conditions imposed by the Award shall partially cease to apply in certain
events to the extent described in paragraph 6(d), below.

       

      (k) If the
Grantee’s employment with the Corporation (or a division or Subsidiary thereof)
terminates prior to the end of the Performance Period other than by reason of
retirement, Total Disability or death, the Grantee shall forfeit all of the
Grantee’s right, title or interest in the Performance Units; and the Grantee
shall forfeit such right, title and interest in the Performance Units regardless
of the reason for such termination of employment.  Any
such

       


      
        
           


        

        
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      termination
of employment of the Grantee described in the preceding sentence shall not be
deemed to occur by reason of transfer of employment of the Grantee by or between
the Corporation and any division or Subsidiary of the
Corporation.  Upon a forfeiture the Performance Units forfeited shall
be cancelled for all purposes.

       

      6. Deferral
of Payment, Distribution and Transfer of Stock.

       

      (a)  The Grantee may
irrevocably elect to defer the time of  payment, distribution and
transfer of Performance Units , Common Stock and cash that the Grantee becomes
entitled to receive under this Agreement and Award from the end of the
Performance Period generally provided for in paragraph 5, above, to a specified
time by filing with the Committee, on or before the deferral election date
(hereinafter referred to as "Election Date") described in paragraph 6(b), below,
a signed written irrevocable election (hereinafter referred to as "Election")
which shall be in the form substantially the same as attached hereto as Exhibit
D, attached hereto, or as otherwise prescribed by the Committee.

      


      (b) An
Election of the Grantee to defer the payment, distribution and transfer of
Performance Units, Common Stock and cash that the Grantee becomes entitled to
receive under this Agreement and Award shall filed by the Grantee with the
Committee on or before the Election Date, which shall be July 15, 2011, the date
that is six (6) months before the end of the Performance Period, provided that
the Grantee performs services for the Corporation continuously from the later of
the beginning of the Performance Period or the date the performance criteria are
established through the date the Election is made under this paragraph 6(b), and
provided, further, that in no event may the Grantee make an Election to defer
the payment, distribution and transfer of Performance Units, Common Stock or
cash after such compensation has become readily ascertainable; and in this
regard for purposes of this paragraph 6(b), if the amount of Performance Units,
Common Stock and cash, or other compensation, as performance-based compensation,
is a specified or calculable amount, then it shall be considered compensation
that is readily ascertainable if and when the amount is first substantially
certain to be paid, distributed and transferred to the Grantee. If the amount of
Performance Units, Common Stock and cash, or other compensation, is
performance-based compensation that is not a specified or calculable amount
because, for example, the amount may vary based upon the level of performance,
such compensation, or any portion of the compensation, shall be considered
readily ascertainable when the amount is first both calculable and substantially
certain to be paid. For this purpose, such performance-based compensation is to
be bifurcated between the portion that is readily ascertainable and the amount
that is not readily ascertainable, and, in general, any minimum amount that is
both calculable and substantially certain to be paid shall be treated as readily
ascertainable.

       

      (c) A
Grantee that makes an Election to defer payment, distribution and transfer of
Performance Units, Common Stock and cash that the Grantee becomes entitled to
receive under this Agreement and Award may irrevocably elect to have payment,
distribution and transfer made to the Grantee at a Specified Time, that shall be
either (i) the later of (A) the date of the Grantee's separation from service
with the Corporation, or (B) a specified calendar date, or (ii) the date of the
Grantee's separation from service with the Corporation; and may elect to have
payment made in a specified form of payment that shall be either (i) a single
lump sum payment, distribution

       


      
        
           


        

        
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      and
transfer, or (ii) a payment, distribution and transfer in two, three, four or
five equal annual installments commencing at the Specified Time elected by the
Grantee hereunder and thereafter on each anniversary thereof until fully paid,
transferred and distributed.

       

      (d) The Award shall be subject to such
other rules and requirements as the Committee, in its sole discretion, may
determine to be appropriate with respect to administration thereof and the
restrictions made applicable to the Grantee and the Performance Units during the
Performance Period.  This instrument and the rights and obligations of
the parties involved, shall be subject to interpretation and construction by the
Committee to the same extent and with the same effect as the Committee actions
under pertinent provisions of the Plan.  The Grantee shall take all
actions and execute and deliver all documents as may from time to time be
requested by the Committee in connection with such restrictions and in
furtherance hereof.  The Grantee agrees to pay to the Corporation any
applicable federal, state, or local income, employment, social security,
Medicare, or other withholding tax obligation arising in connection with the
grant of the Award to the Grantee; and the Corporation 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 Common Stock that would otherwise be
transferred and delivered to the Grantee, with any shares of Common Stock so
withheld to be valued at the Fair Market Value (as defined in the Plan) on the
date of such withholding. The Grantee, with the consent of the Corporation, may
satisfy such withholding tax by delivery and transfer to the Corporation of
shares of Common Stock previously owned by the Grantee, with any shares so
delivered and transferred to be valued at the Fair Market Value on the date of
such delivery.

       

      (e) The provisions of this instrument
providing for the deferral of payment, distribution, transfer or issuance of
Performance Units, Common Stock or cash shall be applicable solely and
exclusively to the Grantee and the Award Agreement and Award referred to herein,
and shall not apply to any other stock incentive or other grant, award or
transfer provided for or made under the Plan.

       

      (f) Notwithstanding anything otherwise
provided under the Plan or in the Award Agreement and Award, the following
requirements shall apply to this Award Agreement and the Award, to all elections
or subsequent elections made by the Grantee, and to all distributions and
payments made to the Grantee pursuant to this Award Agreement and
Award:

       

      (1) Any compensation for services
performed by the Grantee during a taxable year may be deferred at the Grantee's
election or the Corporation's election or determination only if the election to
defer such compensation is made not later than the close of the preceding
taxable year or such other time as provided in Treasury Regulations under
section 409A of the Internal Revenue Code of 1986, as amended ("Code"), but in
all events any deferral of the payment, distribution, transfer or issuance of
Performance Units, Common Stock or cash pursuant to the Award and Award
Agreement may be made only by an election that is made on or before the Election
Date.

       

      (2) Any compensation deferred under the
Plan shall not be distributed earlier than

       


      
        
           


        

        
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              (i)
Separation from Service of the Grantee,

       

      (ii) the date the Grantee becomes
Disabled,

       

      (iii) death of the
Grantee,

       

      
        	
                 
      

              	
                (iv)
      a Specified Time (or pursuant to a Fixed Schedule) specified under the
      plan under which the compensation is deferred at the date of deferral of
      such compensation,

              


      

       

      (v) a Change in Ownership or Control,
or

       

      (vi) the occurrence of an Unforeseeable
Emergency.

       

      (3) If the Grantee is a Specified
Employee, no payment or distribution 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 death of the Grantee.

       

      (4) No acceleration of the time or
schedule of any distribution or payment under the plan under which compensation
is deferred shall be permitted or allowed, except to the extent provided in
Treasury Regulations issued under Code section 409A.

       

      (5) This instrument shall not permit a
subsequent election unless authorized and agreed upon in writing
by  the Corporation and Grantee, and if the Plan or this instrument
permits under any subsequent election by the Grantee a delay in a payment or a
change in the form of payment of compensation deferred under this Award
Agreement and Award, such subsequent election shall not take effect until at
least twelve (12) months after the date on which it is made.  In the
case of a subsequent election related to a payment to be made upon Separation
from Service of the Grantee, at a Specified Time or pursuant to a Fixed
Schedule, or upon a Change in Ownership or Control, the first payment with
respect to which such subsequent election is made shall be deferred for a period
of not less than five (5) years from the date such payment would otherwise have
been made; and any such subsequent election related to a payment at a Specified
Time or pursuant to a Fixed Schedule may not be made less than twelve (12)
months prior to the date of the first scheduled payment to which it
relates.

       

      (6) For purposes of the Plan and this
instrument and the Award, the following terms and definitions shall apply with
respect to deferral of compensation and the time of payment of any deferred
compensation:

       

      (i) "Change of Ownership or Control"
means to the extent provided by Treasury Regulations issued under Code Section
409A, a change in the ownership or effective control of the Corporation, or in
the ownership of a substantial portion of the assets of the Corporation, which
shall be if (i) a Person acquires more than 50% of the  Corporation’s
stock; (ii) a Person acquires during a 12-month period at least 30% (or a higher
percentage specified under the Plan) of the Corporation’s stock; (iii) a
majority of the members of the Board of Directors of the Corporation are
replaced during a 12-month period; or (iv) a  Person acquires during a
12-month period at least 40% of the gross fair market value of the Corporation’s
assets.

       


      
        
           


        

        
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      (ii) "Disabled" means that an
individual (i) is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (ii)  is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the individual's
employer.

       

      (iii) "Fixed Schedule" means the
distribution or payment of compensation deferred under this instrument and Award
in a fixed schedule of distributions or payments that are determined and fixed
at the time the deferral of such compensation is first elected by or the Grantee
or the Corporation.

       

      (iv) "Specified Employee" means a key
employee (as defined in Code section 416(i) without regard to paragraph (5)
thereof) of the Corporation.

       

      (v) "Specified Time" means a specified
date at which deferred compensation deferred by or for the Grantee pursuant to
this instrument and Award is required to be distributed or paid and which is
specified at the time of the election of deferral of such deferred
compensation

       

      (vi) “Unforeseeable Emergency” means a
severe financial hardship to the participant resulting from an illness or
accident of the participant, the participant's spouse, or a dependent (as
defined in Code section 152(a) ) of the participant, loss of the participant's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
participant. As determined under Treasury Regulations under Code section 409A,
the amounts distributed with respect to an emergency shall not exceed the
amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
participant's assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship)."

       

      7. Transferability of
Performance Units; Termination of Employment.

       

      (a)           Except
as provided in subparagraph (b) of this paragraph 7, below, the Award, the
Grantee’s rights and obligations hereunder and the Performance Units granted
hereunder shall not be transferable by the Grantee otherwise than by will or the
laws of descent and distribution which apply to the Grantee’s
estate.

      


      (b)           Notwithstanding
the foregoing, the Grantee may transfer any part or all of the Grantee’s rights
in and to the Performance Units to members of the Grantee’s immediate family, or
to one or more trusts for the benefit of such immediate family members, or
partnerships in which such immediate family members are the only partners if the
Grantee does not receive any consideration for the transfer.  In the
event of any such transfer, Performance


      
        
           


        

        
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      Units
shall continue to be subject to the same terms and conditions otherwise
applicable hereunder and under the Plan immediately prior to its transfer,
except that this stock shall not be further transferable by the transferee inter vivos, except for
transfer back to the original Grantee.  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 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 transfer of this grant under this
subparagraph (b), “immediate family” shall mean the Grantee’s spouse, children
and grandchildren.

      


      (c)           Notwithstanding
anything to the contrary expressed or implied herein (including without
limitation, the restrictions stated in paragraph 5, above, applicable to the
Performance Units), all rights and interest of the Grantee in the Performance
Units shall become invalid and wholly terminated and forfeited upon the
termination of the Grantee’s employment with the Corporation (or a division or
Subsidiary), during the Performance Period other than a termination by reason of
retirement, Total Disability or death of the Grantee.

       

      (d)           Notwithstanding
the foregoing provisions, in the event of termination of the Grantee’s
employment with the Corporation (or a division or Subsidiary) during the
Performance Period by reason of (i) the Retirement of the Grantee, (ii) the
Total Disability of the Grantee, or (iii) the Grantee’s death while still
employed by the Corporation (or a division or Subsidiary), then an adjusted and
prorated entitlement to Performance Units shall be allowed as provided in this
paragraph 7(d). The Grantee shall become vested in and entitled receive, in the
event of any such Retirement or Total Disability, and the legatees, designated
Beneficiary, or personal representatives or heirs of the Grantee shall be vested
in and entitled to receive, in the event of the Grantee’s death, a prorated award of
Performance Units earned in the Performance Period following such Retirement,
Total Disability or death.  The award shall be a prorated amount of
Performance Units equal to the total of Performance Units earned under the Award
at the end of the Performance Period for the Grantee, multiplied by a fraction
of which the numerator shall be the number of full months which have elapsed
under the Performance Period at the time of such termination of employment by
reason of Retirement, Total Disability or death, and the denominator of which
shall be the total number of months in the Performance Period. The Grantee,
legatees, designated Beneficiary, or personal representatives or heirs of the
Grantee, as the case may be, shall become entitled to receive such prorated
award at the expiration of the Performance Period and following application of
the performance criteria as provided in the Award and determined by the
Committee.

      


      (e)           The
Grantee may designate a Beneficiary 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; and in the absence of such designation
of a Beneficiary, any such rights shall be deemed to be transferred to the
estate of the Grantee.

      


      (f)           For
purposes of the Award and this instrument, "Retirement" shall mean a voluntary
termination of employment of the Grantee with the Corporation and/or a division
or subsidiary thereof by the Grantee if at the time of such termination of
employment the Grantee


      
        
           


        

        
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      has both
completed five (5) years of service with the Corporation and/or a division or
subsidiary thereof and attained age fifty (50); and except as provide for in
paragraph 6 with respect to deferred compensation payments, “Total Disability”
shall mean that the Grantee is permanently and totally disabled and unable to
engage in any substantial gainful activity by reason of a medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months, and has established such disability to the extent and in the
manner and form as may be required under the provisions of Section 22(e) of the
Internal Revenue Code of 1986, as amended (or corresponding section of any
future federal tax code), and regulations thereunder.

      


      8. Administration of
Performance Unit Award.  The grant of the Award shall be
subject to such other rules and requirements as the Committee, in its sole
discretion, may determine to be appropriate with respect to administration
thereof and the terms and conditions made applicable to the Grantee and the
Performance Units during the Performance Period.  The Award, this
instrument, and the rights and obligations of the parties thereto shall be
subject to interpretation and construction by the Committee to the same extent
and with the same effect as the Committee actions under pertinent provisions of
the Plan.  The Grantee shall take all actions and execute and deliver
all documents as may from time to time be requested by the Committee in
connection with such restrictions and in furtherance hereof.  The
Grantee agrees to pay to the Corporation any applicable federal, state, or local
income, employment, social security, medicare, or other withholding tax
obligation arising in connection with the grant of the Award to the Grantee; and
the Corporation 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 paid and transferred to
the Grantee, with any shares of Common Stock so withheld to be valued at the
Fair Market Value (as defined in the Plan) on the date of such withholding. The
Grantee, with the consent of the Corporation, may satisfy such withholding tax
by delivery and transfer to the Corporation of shares of Common Stock previously
owned by the Grantee, with any shares so delivered and transferred to be valued
at the Fair Market Value on the date of such delivery.

       

      9. Adjustment
Provisions.  It is understood that, prior to the expiration of
the Performance Period certain changes in capitalization of the Corporation may
occur.  It is, therefore, understood and agreed with respect to
changes in capitalization that:

       

      (a) If a
stock dividend is declared on the Common Stock of the Corporation, there shall
be added to the number of Performance Units provided for under the Award and
stated in paragraph 1 of this instrument, the number of Performance Units equal
to the number of Performance Units which would have been granted to the Grantee
had the Grantee been the fully vested and unrestricted owner of the number of
Performance Units then provided for under the Award granted, but not theretofore
received without restriction; provided, however, that the additional Performance
Units shall be subject to all terms and provisions of this instrument
(including, without limitation, the terms and conditions stated in paragraph 5,
above), and in making such adjustments, no fractional units, shares, or scrip
certificates in lieu thereof, shall be granted or issuable by the Corporation,
and the Grantee shall be entitled to only the number of full Performance Units
to which the Grantee may be entitled by reason of such adjustment at the
adjusted grant.


      
        
           


        

        
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      (b) In the
event of an increase in the outstanding shares of Common Stock of the
Corporation, effectuated for the purpose of acquiring properties or securities
of another corporation or business enterprise, there shall be no increase in the
number of Performance Units which are the subject matter of the Award under this
instrument as a result of such acquisition.

      


      (c) In the
event of an increase or decrease in the number of outstanding shares of Common
Stock of the Corporation through recapitalization, reclassification, stock
split-ups, consolidation of shares, changes in par value and the like, an
appropriate adjustment shall be made in the number of Performance Units provided
for under the Award and stated in Section 1 of this instrument, by increasing or
decreasing the number of Performance Units, as may be required to enable the
Grantee to acquire the same proportionate stockholdings as the grant of the
Award would originally have provided.  Provided, however, that any
additional Performance Units shall be subject to all terms and provisions of
this instrument (including, without limitation, the restrictions stated in
paragraph 5, above), and that in making such adjustments, no fractional
Performance Units shall be awarded, and the Grantee shall be entitled to receive
only the number of full Performance Units to which the Grantee may be entitled
by reason of such adjustment.

      


      (d)           Except
as otherwise provided for with respect to the payment of any deferred
compensation in paragraph 6, above,  to the extent Performance Units
are still not vested in Grantee at the time of a Change in Control with respect
to the Corporation, then pursuant to the provisions of the Plan, they shall
become fully vested and completely free and clear of any conditions or
restrictions stated herein at that time; provided, that if such Change in
Control occurs less than six (6) months after the date of the grant of the Award
hereunder to the Grantee, then Performance Units shall become fully vested and
completely free and clear of any conditions or restrictions stated herein at the
time of such Change in Control only if the Grantee agrees in writing, if
requested by the Corporation in writing, to remain in the employ of the
Corporation or a division or subsidiary of the Corporation at least through the
date which is six (6) months after the date the grant was made with
substantially the same title, duties, authority, reporting relationships, and
compensation as on the day immediately preceding the Change in
Control.  The provisions of this subparagraph (d) shall be applied in
addition to, and shall not reduce, modify, or change any other obligation or
right of the Grantee otherwise provided for in paragraph 3, above, concerning
the Grantee’s continued employment with the Corporation or the termination
thereof.  If the Performance Units become subject to this subparagraph
(d), they shall become fully vested in the Grantee and
nonforfeitable.  The Performance Units are subject to the provisions
of the Plan authorizing the Corporation, or a committee of its Board of
Directors, to provide in advance or at the time of a Change in Control for cash
to be paid in actual settlement of the shares of Common Stock for earned
Performance Units, all subject to such terms and conditions as the Corporation
or the Committee, in its sole discretion, may determine and
impose.  For purposes of this subparagraph (d), the term “Change in
Control” shall have the same meaning as provided in the definition of that term
stated in the Plan, including any amendments thereof which may be made from time
to time in the future pursuant to the provisions of the Plan, with any amended
definition of such term to apply to all events thereafter coming within the
amended meaning.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      10. Required
Grantee Repayment/Reduction Provision.  Notwithstanding anything in
the  Plan, the Award or this instrument to the contrary, all or a
portion of the Award made to the Grantee  under this
instrument  is subject to being called for repayment to the
Corporation or reduced in any situation where the Board of Directors of the
Corporation or a Committee thereof determines that fraud, negligence, or
intentional misconduct by the Grantee  was a contributing factor to
the Corporation having to restate all or a portion of its financial
statement(s). The Committee may determine whether the
Corporation  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,
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 Corporation , (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
Corporation'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 Corporation. The Grantee, in
consideration of the grant of the Award, and by the Grantee's execution of this
instrument, acknowledges the Grantee's understanding of and agreement to 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 Corporation or Committee to effect its
terms with respect to the Grantee, the Award and/or any other compensation
described herein.

       

      11. Stock
Reserved.  The Corporation 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 requirements thereof as evidenced by this instrument, and shall pay all
original issue taxes, if any, on the transfer of Common Stock to the Grantee,
and all other fees and expenses necessarily incurred by the Corporation in
connection therewith.

       

      12. Rights of
Shareholder.  Except as otherwise provided in the Award and
this instrument, the Grantee shall have no rights as a shareholder of the
Corporation in respect of the Performance Units or Common Stock for which the
Award is granted; and the Grantee shall not be considered or treated as a record
owner of shares with respect to the Common Stock until the Performance Units are
fully vested and no longer subject to any of the conditions, performance
requirements, or restrictions imposed under the Award, and Common Stock is
actually issued and transferred to the Grantee.

       

      13. Entire
Agreement.  This instrument contains the entire terms of the
Award, and may not be changed orally or other than by a written instrument
issued and approved by the Corporation pursuant to the Plan.  This
instrument supersedes any agreements or understandings that may previously have
existed, and there are no other agreements or understandings, relating to its
subject matter.

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      14. Successors and
Assigns.  The Award shall inure to the benefit of and be
binding upon the heirs, legatees, legal representatives, successors, and assigns
of the parties thereto.

       

      The
Grantee hereby acknowledges receipt of this instrument, the Notice of
Performance Unit Award and a copy of the Plan, and accepts the Award under the
terms and conditions stated in this instrument, subject to all terms and
provisions of the Plan, by signing this instrument in duplicate originals, as of
the date first above written.

       

      

        

          
             

          

           

                                                  
                              

          
            
              	
                      Date

                    	 
      	
                      «Officer_Name»

                    
	 
      	 
      	
                      Grantee

                    


            

          

          

   

      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      Exhibit  A

      Performance
Units Criteria

      2009-2012
Performance Period

       

      


      


      
        	
                Total
      Stockholder Return (TSR):vs. ONEOK Peer Group

                 

              
	
                ONEOK
      TSR Ranking vs.ONEOK Peer Group

              	
                Percentage
      of Performance Units Earned

              
	
                90th
      percentile and above

                75th
      percentile

                50th
      percentile

                25th
      percentile

                Below
      25th percentile

              	
                200%

                150%

                100%

                50%

                0%

              


      

      


      IF
ONEOK’s TSR ranking at the end of the performance period is between the stated
percentile levels in the above table, the percentage of the performance units
earned 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

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit
B

      Illustration
of Hypothetical 2009-20012 Performance Period

      Performance
Unit Award Calculation

       

      Illustration
assumes 1,000 Performance Units Granted in January 2009

       

      


      
        	
                Total
      Stockholder Return (TSR) vs. ONEOK Peer Group

              
	
                 

                Hypothetical
      2007-2010 ONEOK TSR Ranking = 40th percentile

                 

                A
      40th percentile TSR ranking earns 80% of Performance Units granted (i.e.,
      1,000 units)

                as
      interpolated between 50% and 100% from Table A (see chart
      below)

                 

                800
      units earned

                 

              


      

      


      


      
        	
                Total
      Performance Units Earned

              
	
                 

                TR
      800 Performance Units

                 

                800
      performance units earned out of 1,000 units granted = 80.0% “earn-out”
      [80% (1,000 shares) paid and distributed in the form of Common Stock as
      provided in section 5.c.]

                 

              


      

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit  C

      
        	
                ONEOK
      PEER GROUP – 2009

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Company Name

              	
                Sym

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                AGL
      Resources Inc.

              	
                ATG

              	 
      	 
      	 
      	 
      
	
                ATMOS
      Energy

              	
                ATO

              	 
      	 
      	 
      	 
      
	
                CenterPoint
      Energy Inc.

              	
                CNP

              	 
      	 
      	 
      	 
      
	
                DCP
      Midstream Partners LP

              	
                DPM

              	 
      	 
      	 
      	 
      
	
                Enbridge
      Inc.

              	
                ENB

              	 
      	 
      	 
      	 
      
	
                Energy
      Transfer Partners LP

              	
                ETP

              	 
      	 
      	 
      	 
      
	
                Enterprise
      Prods Prtner LP

              	
                EPD

              	 
      	 
      	 
      	 
      
	
                Kinder
      Morgan Energy LP

              	
                KMP

              	 
      	 
      	 
      	 
      
	
                OGE
      Energy CP

              	
                OGE

              	 
      	 
      	 
      	 
      
	
                National
      Fuel Gas Company

              	
                NFG

              	 
      	 
      	 
      	 
      
	
                New
      Jersey Resources Corp

              	
                NJR

              	 
      	 
      	 
      	 
      
	
                NICOR
      Inc.

              	
                GAS

              	 
      	 
      	 
      	 
      
	
                NiSource
      Inc.

              	
                NI

              	 
      	 
      	 
      	 
      
	
                ONEOK,
      Inc.

              	
                OKE

              	 
      	 
      	 
      	 
      
	
                Piedmont
      Natural Gas Company

              	
                PNY

              	 
      	 
      	 
      	 
      
	
                SEMPRA
      Energy

              	
                SRE

              	 
      	 
      	 
      	 
      
	
                Southern
      Union Company

              	
                SUG

              	 
      	 
      	 
      	 
      
	
                Southwest
      Gas Corporation

              	
                SWX

              	 
      	 
      	 
      	 
      
	
                Spectra
      Energy Corporation

              	
                SE

              	 
      	 
      	 
      	 
      
	
                Teppco
      Partners LP

              	
                TPP

              	 
      	 
      	 
      	 
      
	
                Transcanada
      Corporation

              	
                TRP

              	 
      	 
      	 
      	 
      
	
                UGI
      Corporation

              	
                UGI

              	 
      	 
      	 
      	 
      
	
                Vectren
      Corporation

              	
                VVC

              	 
      	 
      	 
      	 
      
	
                WGL
      Holdings Inc.

              	
                WGL

              	 
      	 
      	 
      	 
      
	
                Wisconsin
      Energy Corp

              	
                WEC

              	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      Exhibit
D

      


      ONEOK,
INC. EQUITY COMPENSATION PLAN

      


      PERFORMANCE
UNIT AWARD AGREEMENT

      


      DEFERRAL
ELECTION

      


      This Election is made by the
undersigned Grantee pursuant to that certain Performance Unit Award granted to
me under the ONEOK, Inc. Equity Compensation Plan, on the 15th day of January
2009, a copy of which is attached hereto (the "Award").

      


      This Election is made on or before the
date of July 15, 2011, which is six (6) months before the end of the Performance
Period on January 15, 2012.

      


      I hereby irrevocably elect to defer the
payment, distribution and transfer and my receipt of all Performance Units,
Common Stock and cash that I may earn and become entitled to receive from the
regularly scheduled time of payment, distribution and transfer provided for in
Section 5(d) of the Award, until a later date as follows:

      


      


      A.           Election
of Specified Time of Payment

      


      (Initial
one election of time of payment)

      


      ___           I
elect to have all Common Stock, cash or other compensation which I earn or
become entitled to receive under the Award and Award Agreement deferred and
paid, distributed, transferred and issued to me on the later of (i) the date of
my separation from service as an employee of the Corporation , or (ii)
_________________, 20__ in the form specified below.

      


      ___           I
elect to have all Common Stock, cash or other compensation which I earn or
become entitled to receive under  the Award and Award Agreement
deferred and paid, distributed, transferred and issued to me on the date of my
separation from service as an employee of the Corporation.

      


      B.           Election
of Form of Payment

      


      (Initial
one election of form of payment)

      


      ___           I
elect to receive payment, transfer and distribution of all Common Stock, cash or
other compensation which I earn or become entitled to receive under the Award or
Award Agreement in a single lump sum payment.

      


      ____           I
elect to receive payment, transfer and distribution of all Common Stock, cash or
other compensation which I earn or become entitled to receive under the Award or
Award Agreement in ______(specify 2, 3, 4 or 5) equal annual installments
commencing on the specified date of payment elected above, and thereafter on
each anniversary thereof until fully paid and transferred. The number of shares
of Common Stock or cash received in each installment will equal the number and
amount that have not been settled, paid, transferred and distributed (as of the
date immediately preceding the installment payment date) divided by the number
of installments remaining to be paid (as of the date immediately preceding the
installment payment date) rounded down to the next whole number except that the
final installment shall be rounded up to the next whole number.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      C.           
Election for Death
Prior to Specified Time of Payment (Put initials by your
choice)

      


      ___           In
the event of my death prior to the Specified Time of Payment that I have elected
above, I elect to have my named beneficiaries receive payment and transfer of
the Common Stock, cash or other deferred compensation in a single lump sum
within 60 days following my death.

      


      ___           In
the event of my death prior to the Specified Time of Payment that I have elected
above, I elect to have my named beneficiaries receive payment and transfer of
the Common Stock, cash or other deferred compensation be paid and transferred in
______ (specify 2, 3, 4 or
5) equal annual installments commencing within 60 days following my
death, and thereafter on each anniversary of the commencement date until fully
paid and transferred. The number of shares of Common Stock or cash received in
each installment will equal the number and amount that have not been paid (as of
the date immediately preceding the installment payment date) divided by the
number of installments remaining to be paid (as of the date immediately
preceding the installment payment date) rounded down to the next whole number
except that the final installment shall be rounded up to the next whole
number.

      


      D.           Election
for Death After Specified Time of Payment (Put initials by your
choice)

      


      ___           In
the event of my death after the Specified Time of Payment elected above, I elect
to have my named beneficiaries receive payment and transfer of the Common Stock,
cash or other deferred compensation in a single lump sum within 60 days
following my death.

      


      ___           In
the event of my death after the Specified Time of Payment that I have elected
above, I elect to have my named beneficiaries receive payment of any remaining
Common Stock, cash or other compensation in accordance with the installment
schedule elected above.

      


      E.           Designation
of Beneficiary (List each
beneficiary and percentage)

      


      I
designate the following individuals (entities) as my beneficiaries to receive
the following share(s) of my Common Stock, cash or other deferred compensation,
as indicated below:

      


      Name of
Beneficiary                                                                                                                        Percent

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

                                100% (total must equal
100%)

      


      F.           Change
in Ownership or Control

      


      Notwithstanding
the foregoing, immediately following a Change in Ownership or Control the Common
Stock, cash or other deferred compensation that have not been paid and
transferred will be paid and transferred.  In the event shares of
Common Stock no longer exist at the time of payment and transfer, each of the
deferred Performance Units shall be converted in a manner that is consistent
with the manner in which shareholders of Common Stock were treated with respect
to the Change in Ownership or Control.

      


      Solely
for purposes of this election, a “Change in Ownership or Control” shall mean and
shall have occurred if one of the following has occurred: A person acquires more
than 50% (or a higher percentage specified under the Plan) of the Corporation’s
stock;  a person acquires during a 12-month period at least 30% (or a
higher percentage specified under the Plan) of the Corporation’s stock; a
majority (or a higher percentage specified under the Plan) of the members of the
Board of Directors of the Corporation are replaced during a 12-month period; or
a person acquires during a 12-month period at least 40% (or a higher percentage
specified under the Plan) of the gross fair market value of the Corporation’s
assets.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Made and executed by me as Grantee of
the Award pursuant to the terms and provisions of Section 6 thereof, on this
_______day of ______________, 20___.

      


      


      _____________________________________

      Grantee

      


      


      Received this ____day of ____________,
20___,

      


      ______________________________________

      For the Committee