exhibit_10-9.htm


    Exhibit
10.9


       

       

      ONEOK,
INC.

      


      DEFERRED
COMPENSATION PLAN

      


      FOR

      


      NON-EMPLOYEE
DIRECTORS

      


      Amended
and Restated as of December 18, 2008

      


      ARTICLE
I

      ESTABLISHMENT OF
PLAN

      


      The Board
of Directors of ONEOK, Inc., an Oklahoma corporation  (the "Company"),
on January 15, 1998, established this ONEOK, Inc. Deferred Compensation Plan for
Non-Employee Directors (the "Plan), a non-qualified deferred compensation plan
pursuant to which any Director of the Company who is not an officer or present
employee of the Company, and who is in a position to contribute to its continued
growth, development and future financial success, may be offered an opportunity
to defer all or a portion of his/her compensation under terms and conditions
that will represent a meaningful benefit to such Director.

      


      The Plan
is amended and restated according to the terms stated herein, effective December
18, 2008, and all deferred amounts shall be subject to the terms
hereof.

      


      ARTICLE
II

      PURPOSE

      


      The
purpose of the Plan is to improve the Company's ability to attract and retain
Non-Employee Directors who will contribute to the overall success of the
Company.

      


      ARTICLE
III

       DEFINITIONS

      


      "Beneficiary"
shall mean any person designated by a Participant on a form furnished by the
Plan Administrator.

      


      "Board"
shall mean the Board of Directors of the Company.

      "Cash
Deferral Option" shall mean the deferral option specified in Article IX of
the Plan.

      


      "Code"
shall mean the Internal Revenue Code of 1986, as amended.

      


      "Committee"
shall mean the Executive Compensation Committee of the Board of Directors of the
Company.

      


      "Common
Stock" shall mean the $0.01 par value Common Stock of the Company.

      


      "Company"
shall mean ONEOK, Inc., an Oklahoma corporation, or any successor
thereto.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      "Deferred Compensation" shall mean
Director Compensation that is deferred by a Non-Employee Director pursuant to
this Plan.

      


      "Deferred
Compensation Account" shall mean the deferred compensation account created by
the Company which is payable to a participating Non-Employee Director under the
Plan.

      


      "Deferred
Compensation Agreement" shall mean a written agreement to defer compensation as
described in Article VII of the Plan.

      


      "Determination
Date" shall mean the last day of a Participant's term of service as a
Non-Employee Director.

      


      "Director"
shall mean a member of the Board of Directors of the Company.

      


      "Director
Annual Cash Retainer Fee" shall mean an annual retainer fee paid in cash by the
Company to a Non-Employee Director for service in or for a Plan
Year.

      


      "Director
Annual Stock Retainer Fee" shall mean an annual retainer fee paid in Common
Stock by Company to a Non-Employee Director for service in or for a Plan
Year.

      


      "Director
Board Meeting Fee" shall mean a per meeting fee paid by the Company to a
Non-Employee Director for service and attendance at a Board
meeting.

      


      "Director
Committee Chair Fee" shall mean a fee paid by the Company to a Non-Employee
Director for service as the chairperson of a committee of the Board in or for a
Plan Year.

      


      "Director
Compensation" shall mean the compensation paid or payable to an individual for
his/her services as a Non-Employee Director.

      


      “Director
Retainer Fees” means the Director Annual Cash Retainer Fee and Director Annual
Stock Retainer Fee.

      


      "Director
Services Fee" shall mean such other fees or compensation as the Company may pay
to a Non-Employer Director in lieu of or in addition to Director Retainer Fees,
Director Committee Chair Fees and Director Board Meeting Fees.

      


      "Disabled"
and/or "Disability" shall mean that a Participant is unable to engage in
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 twelve (12) months, or is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or expected to last for a continuous period of not
less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident or health plan covering
employees of any employer by whom such participant is employed.  A
Participant will be deemed to be


      
        
           


        

        
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      Disabled
if such Participant is determined to be totally disabled by the Social Security
Administration.

      


      "Distributable
Balance" shall mean the balance of a Participant's Deferred Compensation Account
on the Determination Date as provided in paragraph XI of the Plan.

      


      "Distribution
Date" shall mean the date on which distribution of amounts distributable to a
Participant under the Plan and Deferred Compensation Agreement is to be made
and/or commenced.

      


      "Dividend
Reinvestment Plan" means the dividend reinvestment plan established and
maintained by or for the Company with respect to Common Stock.

      


      "Election"
shall mean an irrevocable written election to defer compensation made by a
Non-Employee Director pursuant to the Plan that shall specify the Specified Time
of Distribution and Specified Form of Distribution of Deferred
Compensation.

      


      "Employee"
shall mean an individual who is employed by the Company or any subsidiary or
affiliate thereof.

      


      "Equity
Compensation Plan" shall mean the ONEOK, Inc. Equity Compensation
Plan.

      


      "Fair
Market Value" shall mean on a particular date the average of the high and low
sale prices of a share of Common Stock in consolidated trading on the date in
question as reported by The Wall Street
Journal or another reputable source designated by the Committee; provided
that if there were no sales on such date reported as provided above, the
respective prices on the most recent prior day for which a sale was so
reported.

      


      "Fixed
Schedule" shall mean the distribution or payment of Deferred Compensation
deferred under the Plan 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 the Participant or Company under the Plan.

      


      "Investment
Return Rate" shall mean the deemed investment rate of return to be credited to a
Participant's Deferred Compensation Account pursuant to Articles  X
and XI of the Plan.

      


      "Long-Term
Incentive Plan" shall mean the Long-Term Incentive Plan of the
Company.

      


      "Non-Employee
Director" shall mean any director of the Company who is not also an employee of
the Company.

      


      "Participant"
shall mean any Non-Employee Director of the Company who elects to defer
compensation under the Plan.

      


      "Phantom
Stock Option" shall mean the deferral option specified in Article  IX
of the Plan.


      
        
           


        

        
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      "Plan"
shall mean this ONEOK, Inc. Deferred Compensation Plan for Non-Employee
Directors as set forth in its entirety in this document as it may be amended
from time to time.

      


      "Plan
Administrator" shall mean the Executive Compensation Committee of the Company's
Board of Directors or any other committee appointed by the Board of Directors to
act in that capacity.

      


      "Plan
Year" shall mean the calendar year.

      


      "Section
409A" shall mean section 409A of the Internal Revenue Code of 1986, as
amended.

      


      "Specified
Employee" shall mean an Employee who, as of the date of the Employee's
separation from service, is a key employee of the Company if any stock of the
Company is then publicly traded on an established securities market or
otherwise; and for purposes of this definition, an Employee is a key employee if
the Employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or
(iii) (applied in accordance with the regulations thereunder and disregarding
section 416(i)(5)) at any time during the 12-month period ending on a Specified
Employee Identification Date. If an Employee is a key employee as of a Specified
Employee Identification Date, the Employee shall be treated as a key employee
for purposes of the Plan for the entire 12-month period beginning on the
Specified Employee Effective Date. For purposes of identifying a Specified
Employee by applying the requirements of section 416(i)(1)(A)(i), (ii), and
(iii), the definition of compensation under §1.415(c)-2(a) shall be used,
applied as if the Company were not using any safe harbor provided in
§1.415(c)-2(d), were not using any of the elective special timing rules provided
in §1.415(c)-2(e), and were not using any of the elective special rules provided
in §1.415(c)-2(g).

      


      "Specified
Employee Effective Date" shall mean the first day of the fourth month following
the Specified Employee Identification Date.

      


      "Specified
Employee Identification Date" shall mean December 31.

      


      “Specified
Form of Distribution” shall mean a specified form of distribution of
Compensation deferred that is deferred by a Participant’s Election and Deferred
Compensation Agreement.

      


      "Specified
Time" shall mean a date or dates that are not discretionary and objectively
determinable at the time an amount of compensation is deferred and at which
objectively determinable deferred amounts are to be payable.

      


      "Specified
Time of Distribution" shall mean a Specified Time at which Deferred Compensation
that is deferred by a Participant’s Election and Deferred Compensation Agreement
pursuant to the Plan is required to be distributed or paid and which is
specified in writing by the Participant in and at the time the deferral of such
Deferred Compensation is elected by the Election of a
Participant.


      
        
           


        

        
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      "Subsequent
Election" shall mean an election made by a Participant with respect to the time
of distribution or payment of Deferred Compensation under the Plan that is made
at any time after the Election and Deferred Compensation Agreement that is made
by the Participant and/or the Company with respect to such Deferred
Compensation, an election made by a Participant with respect to the time of
distribution or payment of Deferred Compensation under the Plan that is made at
any time after the next preceding Subsequent Election, if any, that has been
made by the Participant and/or the Company with regard to such Deferred
Compensation.

      


      "Subsequent
Election Specified Date" shall mean a specified fixed date in a calendar year
that must be specified in writing by the Participant in a Subsequent Election
that is not less than five (5) years from the date payment would otherwise have
been made to the Participant under the Plan if such Subsequent Election was not
made by the Participant. The written specification of the Subsequent Election
Specified Date shall in all cases specify and fix a Specified Time that is not
less than five (5) years from the date payment would otherwise have been made to
the Participant.

      


      "Subsequent
Election Specified Time of Distribution" shall mean a Specified Time that a
Participant is allowed by the Committee to elect in a Subsequent Election and
that is on a Subsequent Election Specified Date.

      


      "Taxable
Year" shall mean the Plan Year commencing January 1 and ending the following
December 31.

      


      "Unforeseeable
Emergency" shall mean a severe financial hardship to the Participant resulting
from 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
circumstances arising as a result of events beyond the control of the
Participant, including such events and circumstances as are described and
considered to be an unforeseeable emergency under Code section 409A and the
regulations thereunder. It is intended and directed with respect to any such
unforeseeable emergency that any amounts distributed under the Plan by reason
thereof 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).

      


      ARTICLE
IV

      EFFECTIVE
DATE

      


      The Plan
was adopted, established and initially effective January 15, 1998, and
is  amended and restated in its entirety in this Plan document,
effective December 18, 2008.

      


      ARTICLE
V

      ELIGIBILITY

      


      All Non-Employee Directors of the
Company shall be eligible to participate in the Plan.


      
        
           


        

        
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      ARTICLE
VI

      NON-EMPLOYEE DIRECTOR
COMPENSATION DEFERRAL

      


      Non-Employee
Directors of the Company are customarily paid an annual Director Compensation by
the Company in the form of a Director Annual Retainer Fee and a per meeting
fee.  Non-Employee Directors who chair a committee of the Board
customarily also receive an additional annual retainer for that
position.  The Company may from time to time pay other kinds or
amounts of compensation to Non-Employee Directors of the Company.  The
Plan allows the Non-Employee Directors to elect to defer all, part, or none of
their Director Compensation, and to have two (2) deemed investment options,
either the Cash Deferral Option or the Phantom Stock Option, from which to
choose as more specifically provided below.

      


      ARTICLE
VII

      ELECTION TO DEFER DIRECTOR
COMPENSATION

      


      A.           Participant
Elections.  The Plan is a voluntary participation plan,
pursuant to which a Non-Employee Director may make an Election to irrevocably
defer the designated portion of his/her Director Compensation for a Plan
Year.

      


      1.           An
Election by a Non-Employee Director to his/her Director Compensation shall
be  made for a Plan Year by executing and entering into an irrevocable
written Election and Deferred Compensation Agreement with the Company on or
before December 31 of the calendar year next preceding the Plan Year for which
the Non-Employee Director elects to defer Director Compensation.

      


      2.           A
separate irrevocable Election and Deferred Compensation Agreement shall be made
for each Plan Year a Non-Employee Director elects to defer his/her Director
Compensation under the Plan; provided, however, if a Non-Employee Director has
made an irrevocable Election to defer Director Compensation under the Plan for a
Plan Year, such Election and Deferred Compensation Agreement shall remain in
effect and be applicable and irrevocable for the next following Plan Year if a
new and separate Election and Deferred Compensation Agreement is not made and
entered into on or before December 31 of the current Plan Year.

      


      3.           Notwithstanding
the foregoing, in the initial 1998 Plan Year of the Plan, each Non-Employee
Director may elect to defer Director Compensation payable to him/her for that
Plan Year by entering into a Deferred Compensation Agreement before the earlier
of the date of his receipt of payment of the compensation elected to be
deferred, or February 1, 1998.

      


      4.           Any
Non-Employee Director otherwise elected or appointed for the first time to the
Board may elect to defer Director Compensation by making and entering into an
irrevocable written Election and Deferred Compensation Agreement within thirty
(30) days after his/her initial election or appointment to the Board that shall
apply to his/her Director Compensation payable after the date of such Election
and Deferred Compensation Agreement.  Any such initial Election shall
be effective for the Plan Year in which it is made, and thereafter such new
Non-Employee Director shall make his/her Election to defer for subsequent Plan
Years pursuant to the first grammatical paragraph of this
Article  VII.


      
        
           


        

        
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      5.           A
Non-Employee Director who is to participate in the Plan and defer Director
Compensation must elect the amount, if any, to be deferred, the type of Deferral
Option, and the time and form of payment, all of which are more specifically
described below.

      


      B.           Company
Elections.  Notwithstanding the foregoing or other provisions
of the Plan, the Company shall be authorized to determine and separately
determine and elect the time and the form of payment of all of certain types of
Director Deferred Compensation.  The Company determination and
election in such case shall be made by written action of the Committee or its
designee, which shall be taken and made no later than the Participant becomes
entitled to the amount thereof by such designation and election, or if later,
the time the Participant would be required to make an election if the
Participant were provided such election.  The Company or Committee may
in any such case provide that a Participant shall have no right or opportunity
to make any election with respect to the amount of deferral and time and form of
payment.

      


      C.           Participant Subsequent
Elections.  If the Plan, Company or Committee acting pursuant
to and in accordance with the Plan permits a Subsequent Election under which a
delay in a time of payment or a change in form of payment of Director
Compensation deferred by a Non-Employee Director by his/her Election and
Participation Agreement under the Plan, 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 as elected in an Election or any prior Subsequent Election, the first
payment with respect to which such Subsequent Election is made shall be deferred
for a period of at least five (5) years from the date such payment would
otherwise have been made.  Any 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 the first scheduled payment to which
it relates.

      


      ARTICLE
VIII

      AMOUNT OF DEFERRAL; DIRECTOR
COMPENSATION DEFERRALS

      


      A.           Deferral
Amounts.  A Non-Employee Director who elects to participate in
the Plan as a Participant thereof, may defer all, a portion or none of the
following types of Director Compensation for a Plan Year, as
applicable:

      


      1.           Director
Annual Stock Retainer Fee

      


      2.           Director
Annual Cash Retainer Fee

      


      3.           Director
Chair Retainer Fee

      


      4.           Director
Board Chair Retainer Fee

      


      5.           Director
Board Meeting Fee

      


      6.           Any
other Director Services Fees


      
        
           


        

        
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      B.           Designation.  The
deferral shall be designated in the Non-Employee Director’s Election and
Participation Agreement as a percentage of the form and amount of the type of
Director Compensation to which it applies.

      


      ARTICLE
IX

      DEFERRAL
OPTIONS

      


      A.           Deferral
Options.  A Non-Employee Director who makes an Election to defer
his/her Director Compensation for a Plan Year may elect either:

      


      1.           A
Cash Deferral Option; or

      


      2.           A
Phantom Stock Option.

      


      All
amounts deferred are subject to the terms of the option elected.  The
Election shall be  made as part of the Election procedure described in
paragraph VII, above.

      


      B.           Cash Deferral
Option.  Under the Cash Deferral Option, a participating
Non-Employee Director may elect to defer the receipt of the cash part of all or
a portion of such Non-Employee Director's annual retainer and/or meeting
fee.  Interest will accrue at the rate defined in paragraph X,
below.

      


      


      C.           Phantom Stock
Option

      


      1.           Under
the Phantom Stock Option, prior to November 19, 1998, a participating
Non-Employee Director may elect to defer all or a portion of such Non-Employee
Director's annual retainer and/or meeting fee; and/or after November 19, 1998, a
participating Non-Employee Director may elect to defer all or a portion of such
fees the Director has elected to receive in shares of Common Stock under the
Company's Long-Term Incentive Plan, or Equity Compensation Plan, as
applicable.

      


      2.           The
electing Non-Employee Director shall receive credit for phantom "stock units"
that are deemed to represent shares of Common Stock equivalent in value to the
amount deferred.  The phantom "stock units" will be initially measured
and calculated based upon the Fair Market Value of the Common Stock on the date
of the Non-Employee Director's Election, , or next preceding date of an
available Fair Market Value, if applicable.

      


      3.           The
number of phantom "stock units" received in lieu of cash is dependent on the
Fair Market Value of Common Stock on the measurement date.  The number
of phantom "stock units" received in lieu of shares of Common Stock shall be
equal to the number of shares deferred.

      


      4.           "Fractional
stock units" will be accounted for as non-interest bearing cash.

      


      5.           The
measurement date is the regular payment date of the annual retainer, committee
chair annual retainer, if applicable, and/or meeting fee.


      
        
           


        

        
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      6.           Dividend
reinvestment attributable to such phantom "stock units" shall be credited as
provided in Article X, below.

      


       ARTICLE
X

      DEFERRED COMPENSATION
ACCOUNT

      


      A.           General.  The
Company shall establish a separate "Deferred Compensation Account" for each
Non-Employee Director who becomes a Participant in the Plan and elects to defer
Director Compensation under the Plan and shall credit such Deferred Compensation
Account with the Director Compensation deferred by the Non-Employee
Director.

      


      B.           Interest
Rate.  The amount deferred under the Cash Deferral Option
(including interest earned thereon) will earn interest at the Investment Return
Rate determined annually by the Committee which shall be the Moody's AAA 30-Year
Bond Index on the first business day of the Plan Year, plus 100 basis
points.  Interest will be credited quarterly (on the 1st day of April,
July, October and January) at the applicable Investment Return
Rate.

      


      C.           Deemed
Dividends.  The Deferred Compensation Account of a Non-Employee
Director who has elected the Phantom Stock Option, shall have phantom or deemed
"dividends" on the phantom "stock units" in his/her Deferred Compensation
Account credited to such Account in an amount equal to the dividends paid
on  Common Stock.  The deemed dividend equivalent received
will be treated in a manner similar to the treatment of dividends under the
Dividend Reinvestment Plan when a Participant therein elects to have dividends
reinvested in Common Stock, and will be deemed to be used to purchase additional
phantom "stock units" representing Company's Common Stock at the closing price
of the stock on the date the Common Stock dividend is paid.  Any
fractional stock units will be accounted for as non-interest bearing
cash.  The Deferred Compensation Account shall also be adjusted for
any stock dividends, stock splits, etc.  In the event the Dividend
Reinvestment Plan is modified in any way, such deemed dividends credited through
this Plan will be handled in accordance with said modification.  If
the Dividend Reinvestment Plan is terminated, such deemed dividends credited
through this Plan will continue to be reinvested in accordance with the
provisions of the terminated Dividend Reinvestment Plan.

      


      D.           Amount of
Account.  The amount equal to the balance in the Deferred
Compensation Account of the Participant, taking into account all credits, shall
be the amount a Participant shall be entitled to receive under the terms of the
Plan; provided, that with respect to all deferrals into phantom "stock units,"
including those deferrals made prior to November 19, 1998 the phantom "stock
units" will be settled in shares of Common Stock made available under the
Long-Term Incentive Plan, or Equity Compensation Plan.

      


      E.           Statement of
Account.  The Company shall furnish or cause to be furnished to
each Participant in the Plan an annual statement of his/her Deferred
Compensation Account.


      
        
           


        

        
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      ARTICLE
XI

      DISTRIBUTIONS AND
PAYMENTS

      


                 A.           Requirements for
Distributions and Payments.  Notwithstanding anything to the
contrary expressed or implied herein, the following requirements shall apply to
the Plan, to all Elections or Subsequent Elections made by Participants under
the Plan, and to all distributions and payments made pursuant to the
Plan.

      


      1.           Any
compensation deferred under the Plan shall not be distributed earlier
than:

      


      a.           Separation
from Service of the Participant,

      


      b.           the
date the Participant becomes Disabled,

      


      c.           death
of the Participant,

      


      d.           a
Specified Time (or pursuant to a Fixed Schedule) specified under the Plan at the
date of deferral of such compensation,

      


      e.           a
change in ownership or control, or

      


      f.           the
occurrence of an Unforeseeable Emergency.

      


      2.           Notwithstanding
the foregoing, in the case of any Participant who is a Specified Employee, no
distribution shall be made before the date which is six (6) months after the
date of the Participant’s Separation from Service, or, if earlier, the date of
death of such Participant.

      


      3.           No
acceleration of the time or schedule of any distribution or payment under the
Plan shall be permitted or allowed, except to the extent provided in Treasury
Regulations issued under Code Section 409A.

      


      4.           If
the Plan, or the Committee acting pursuant to the Plan, permits under any
Subsequent Election by a Participant a delay in a payment or a change in the
form of payment of Compensation deferred under the Plan, 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 a Participant, 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.

      


      B.           Distribution
Options.  By the written irrevocable Election of the
Non-Employee Director t and Deferred Compensation Agreement he/she must select
one of the following forms  of payment of the amount of Director
Compensation deferred (and interest or deemed dividends credited thereto) from
his/her Deferred Compensation Account:


      
        
           


        

        
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      1.           A
payment in a single distribution immediately upon his/her Determination Date;
or

      


      2.           Payment
amounts of cash deferred in monthly installments over a specified number of
years, and commencing at a time on or after his/her Determination Date as
designated by the Participant's irrevocable election; or

      


      3.           A
payment of phantom stock units deferred in a single distribution of Common Stock
on a Distribution Date elected by him/her in accordance with the
Plan.

      


      C.           Determination
Date.  The Distributable Balance in the Deferred Compensation
Account with respect to any Plan Year shall become fixed and determined at a
Participant's Determination Date.

      


      D.           Distributable
Balance.  The Distributable Balance in the Deferred
Compensation Account of a Participant for any deferrals under the Cash Deferral
Option is the cash balance of such Deferred Compensation Account at the
Participant's Determination Date.

      


      E.           Determination of
Distributable Balance.  The Distributable Balance in the
Deferred Compensation Account of a Participant for any deferrals under the
Phantom Stock Option shall be , prior to the effective date of this amendment
and restatement, an amount equal to the Fair Market Value of the phantom "stock
units" in such Deferred Compensation Account at Participant's Determination Date
and on or after the effective date of this amendment and restatement, the number
of shares of Common Stock equal to the number of phantom "stock units" plus any
cash amounts held in respect of fractional "stock units."

      


      F.           Valuation.  At
the Determination Date of a Participant, such Participant's Deferred
Compensation Account Distributable Balance for all Plan Years shall be
valued.  From that Determination Date forward, any remaining cash
balance in the Account (i.e., balance during the time of installment payments)
shall bear interest at the Investment Return Rate and any remaining phantom
"stock unit" balance shall continue to be credited with "dividends" as provided
in paragraph X above.  In the event a Participant elects payment of
the cash balance of the Participant's Deferred Compensation Account
Distributable Balance in installments, each installment shall be calculated by
dividing the then value of that portion of the Deferred Compensation Account
which is in cash by the number of installments remaining as of such
date.  To the extent the Distributable Balance is payable and
distributable in shares of Common Stock of the Company, that part of the
Participant's Deferred Compensation Account that consists of phantom stock units
and phantom dividends shall be payable in shares of Common Stock which shall be
issued in a single distribution to the Participants under the Company's
Long-Term Incentive Plan or Equity Compensation Plan on the Distribution Date
elected by the Participant.

      


      G.           Distribution; Disability or
Death of Participant.  Distribution of a Participant's
Distributable Balance shall commence immediately upon the occurrence of the
Disability or death of the Participant, if such event occurs prior to the
Distribution Date elected by the Participant, and such distribution shall be
made in the form elected by the Participant.  In such a case, the
Distributable Balance in the Deferred Compensation Account of the Participant
shall be


      
        
           


        

        
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      determined
as of the date of such event in like manner as if such event was a Determination
Date for such Participant.

      


      H.           Distributions
Continued.  Distribution of the Distributable Balance in the
form elected by the Participant shall continue in the event of Disability or
death of the Participant on or after the Distribution Date.

      


      I.           Form of Distribution;
Disability.  Distribution of the Distributable Balance in the
form elected by the Participant shall be made to the Participant in the event of
Disability of such Participant; provided, that the Committee may, in its sole
discretion, direct that such distribution instead be made to a guardian or other
representative of a Participant who is disabled.

      


      J.           Form of Distribution; Death
of Participant.  Each Non-Employee Director who is a
Participant shall also designate a Beneficiary to receive the unpaid balance of
the value of the Participant's Deferred Compensation Account in the event of the
Participant's death prior to complete distribution of such unpaid balance of the
Account.  The unpaid balance shall be received in the form elected by
the Participant.  If no Beneficiary is designated, then the
Participant's Deferred Compensation Account shall be distributed to the estate
of the deceased Participant.

      


      K.           No Acceleration of
Distribution and Payment.  No acceleration of the time or
schedule of any payment or amount scheduled to be paid pursuant to the terms of
the Plan shall be allowed, and no such accelerated payment may be made whether
or not provided for under the expressed or implied terms of such
Plan.  Provided, that there may be an acceleration of a payment in
accordance with the express provisions allowing the same under the Treasury
regulations issued under Code Section 409A or the Committee may have discretion
to permit such acceleration to be made consistent with the
regulations.  Provided, that a Participant shall have no discretion
with respect to whether a payment will be accelerated, and the Corporation or
Committee shall not provide a Participant a direct or indirect election as to
whether the Corporation’s or Committee’s discretion to accelerate a payment will
be exercised, even if such acceleration would be permitted under the
regulations.

      


       ARTICLE
XII

      NON-ASSIGNABILITY

      


      The right
of a Non-Employee Director or Beneficiary to receive payments under this Plan
shall not be pledged, assigned, transferred or subject to garnishment attachment
or other legal process by creditors of such Non-Employee Director or
Beneficiary.

      


       ARTICLE
XIII

      ADMINISTRATION OF THE
PLAN

      


      The Plan
shall be administered by the Executive Compensation Committee of the Board, or
by such other Committee as may be appointed and designated by the Board to
administer the Plan from time to time.  The Executive Compensation
Committee shall supervise and direct the administration and operation of the
Plan, and shall have such powers and duties as are specified in the Plan, or are
otherwise necessary and appropriate thereto.  The Committee, in its
sole


      
        
           


        

        
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      discretion,
may establish rules and procedures governing the administration of the Plan, and
shall have the power to interpret provisions of the Plan, and construe and
determine the effect of Participant Deferred Agreements and other instruments
pertaining to the Plan, and all actions taken by the Executive Compensation
Committee pursuant to the foregoing shall be binding on all Participants,
Beneficiaries and other persons.

      


      ARTICLE
XIV

      FUNDING

      


      A.           Company
Obligation.  The amounts of compensation deferred by any
Non-Employee Director under this Plan shall constitute an unfunded and unsecured
promise by the Company to pay such Non-Employee Director the deferred
compensation from the general assets of the Company in the future.

      


      B.           Nonqualified
Trust.  Although the Company may make, in its sole discretion,
investments for the purpose of providing funds to pay such unsecured obligations
made by it to the Plan, any such investments shall remain the sole and exclusive
property of the Company subject to claims of its creditors generally; provided,
that the Company may, at its option, create a grantor or rabbi trust to pay part
or all of its obligations under the Plan as it determines to the extent
permissible without changing the unfunded and unsecured nature of its deferred
compensation obligations to Participants under the Plan.

      


      ARTICLE
XV

      STATE LAWS GOVERNING
PLAN

      


      This Plan
shall be governed by the laws of the State of Oklahoma.

      


      ARTICLE
XVI

      AMENDMENT OR TERMINATION OF
PLAN

      


      This Plan
shall continue in effect until amended or terminated by the Board of
Directors.  Any such amendment or termination shall not adversely
affect any Deferred Compensation Account of a Participant then in existence
under the Plan or any rights of a Participant under a Deferred Compensation
Agreement entered into with a Participant prior to such amendment or
termination.

      


      Amended
and Restated the 18th day of
December, 2008.

      


      


      ONEOK,
Inc.  

      


      


      


      

        
          

        



      


      



      
        
           


        

        
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