exhibit_10-8.htm


    Exhibit
10.8

    


    


    


    


    


    


    


    ONEOK,
Inc.

    


    2005
NONQUALIFIED

    


    DEFERRED
COMPENSATION PLAN

    


    As
Amended and Restated December 18, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ONEOK,
Inc.

    2005
NONQUALIFIED DEFERRED COMPENSATION PLAN

    As
Amended and Restated December 18, 2008

    


    Table of
Contents

    


    
      	
              ARTICLE
      I PURPOSE

            	
              1

            
	
              1.1

            	
              Statement
      of Purpose; Effective Date

            	
              1

            
	
              ARTICLE
      II DEFINITIONS

            	
              1

            
	
              2.1

            	
              Definitions

            	
              1

            
	
              ARTICLE
      III ELIGIBILITY AND PARTICIPATION

            	
              12

            
	
              3.1

            	
              Eligibility

            	
               
      12

            
	
              3.2

            	
              Participation

            	
               
      12

            
	
              3.3

            	
              Elections
      to Participate Irrevocable

            	
               
      12

            
	
              3.4

            	
              Exclusion from
      Eligibility

            	
              12

            
	
              ARTICLE
      IV DEFERRAL OF COMPENSATION AND EXCESS AMOUNTS

            	
              13

               

            
	
              4.1

            	
              Amount
      and Time of Election to Defer

            	
              13

            
	
              4.2

            	
              Deferral
      Periods; Payment

            	
              14

            
	
              4.3

            	
              Committee
      Authority; Deferral of Compensation

            	
              15

            
	
              4.4

            	
              General
      Requirements for All Elections

            	
              15

            
	
              4.5

            	
              Subsequent
      Elections

            	
              16

            
	
              4.6

            	
              Crediting
      Deferred Base Salary and Bonus

            	
              18

            
	
              4.7

            	
              Crediting
      of Plan Excess Amounts

            	
              18

            
	
              ARTICLE
      V PLAN EXCESS AMOUNTS

            	
              18

            
	
              5.1

            	
              General

            	
              18

            
	
              5.2

            	
              Thrift
      Plan Excess Employee Amount

            	
              19

            
	
              5.3

            	
              Thrift
      Plan Excess Matching Amount

            	
              19

            
	
              5.4

            	
              Profit
      Sharing Plan Excess Amount

            	
              19

            
	
              5.5

            	
              Retirement
      Plan Covered Compensation Excess Amount

            	
              19

            
	
              5.6

            	
              Supplemental
      Credit Amount

            	
              20

            
	
              5.7

            	
              Required
      Elections to Defer Excess Amounts

            	
              20

            
	
              ARTICLE
      VI BENEFIT ACCOUNTS

            	
              20

            
	
              6.1

            	
              Determination
      of Account

            	
              20

            
	
              6.2

            	
              Crediting
      of Investment Return; Other Items to Participant Accounts

            	
              20

            
	
              6.3

            	
              Investment
      Return; Designated Deemed Investment

            	
              21

            
	
              6.4

            	
              Statement
      of Account

            	
              21

            
	
              6.5

            	
              Vesting
      of Participant Accounts

            	
              21

            


    


    
      
         
i

      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              ARTICLE
      VII PAYMENT OF BENEFITS

            	
              22

            
	
              7.1

            	
              Requirements
      for Distributions and Payments

            	
              22

            
	
              7.2

            	
              Payment
      of Plan Benefit; Long-Term Deferrals

            	
              23

            
	
              7.3

            	
              Payment
      of Plan Benefit; Short-Term Deferrals

            	
              23

            
	
              7.4

            	
              Specified
      Employee Six (6) Month Required Delay in Distribution and
      Payment

            	
              23

            
	
              7.5

            	
              Form
      of Distribution and Payment

            	
              24

            
	
              7.6

            	
              Distribution
      and Payment for Subsequent Elections

            	
              25

            
	
              7.7

            	
              Distribution
      and Payment for Early Separation from Service

            	
              25

            
	
              7.8

            	
              Distribution
      and Payment of Plan Benefit Upon Disability

            	
              25

            
	
              7.9

            	
              Distribution
      and Payment of Plan Benefit Upon Death

            	
              25

            
	
              7.10

            	
              Payment
      of Deferrals for Unforeseeable Emergency

            	
              25

            
	
              7.11

            	
              Commencement
      of Distributions and Payments

            	
              26

            
	
              7.12

            	
              No
      Acceleration of Distribution and Payment

            	
              26

            
	
              7.13

            	
              Retirement
      Plan Excess Amount

            	
              27

            
	
              ARTICLE
      VIII BENEFICIARY DESIGNATION

            	
              27

            
	
              8.1

            	
              Beneficiary
      Designation

            	
              27

            
	
              8.2

            	
              Amendments

            	
              28

            
	
              8.3

            	
              No
      Designation

            	
              28

            
	
              8.4

            	
              Effect
      of Payment

            	
              28

            
	
              ARTICLE
      IX ADMINISTRATION

            	
              28

            
	
              9.1

            	
              Plan
      Committee; Authority and Duties

            	
              28

            
	
              9.2

            	
              Agents

            	
              30

            
	
              9.3

            	
              Binding
      Effect of Decisions

            	
              30

            
	
              9.4

            	
              Indemnity
      of Committee

            	
              30

            
	
              ARTICLE
      X AMENDMENT AND TERMINATION OF PLAN

            	
              30

            
	
              10.1

            	
              Amendment

            	
              30

            
	
              10.2

            	
              Termination

            	
              31

            
	
              ARTICLE
      XI PLAN EFFECT, LIMITATIONS, MISCELLANEOUS PROVISIONS

            	
              31

            
	
              11.1

            	
              Nature
      of Employer Obligation; Funding

            	
              31

            
	
              11.2

            	
              Trusts;
      Transfers of Assets, Property

            	
              31

            
	
              11.3

            	
              Nonassignability

            	
              32

            
	
              11.4

            	
              Captions

            	
              33

            
	
              11.5

            	
              Governing
      Law

            	
              33

            
	
              11.6

            	
              Successors

            	
              33

            
	
              11.7

            	
              No
      Right to Continued Service

            	
              33

            


    


    
      
         
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              EXHIBIT
      A

            	
              34

            
	
              EXHIBIT
      B

            	
              35

            
	
              EXHIBIT
      C

            	
              36

            
	
              EXHIBIT
      D

            	
              38

            


    

    


    


    



    
      
        iii 


      

      
         


        
          

        

      

      
         


      

    


     

    ONEOK,
Inc.

    2005
NONQUALIFIED DEFERRED COMPENSATION PLAN

    As
Amended and Restated December 18, 2008

     

    ARTICLE
I

    PURPOSE

     

    
      	
              1.1  

            	
              Statement of Purpose;
      Effective Date

            


    

     

    This
ONEOK, Inc., 2005 Nonqualified Deferred Compensation Plan (the “Plan”) and
related agreements between the Employer and certain management or highly
compensated employees is an unfunded, nonqualified deferred compensation plan
and arrangement.

     

    The
purpose of the Plan is to provide a select group of management and highly
compensated employees of the Employer with the option to defer the receipt of
portions of their compensation payable for services rendered to the Employer,
and provide nonqualified deferred compensation benefits which are not available
to such employees by reason of limitations on employer and employee
contributions to qualified pension or profit-sharing plans under the federal tax
laws.

     

    It is
intended that the Plan will assist in attracting and retaining qualified
individuals to serve as officers and managers of the Employer; and the Plan is
intended to constitute a plan which is unfunded and maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees within the meaning of, and as
described in Section 201(2) and related provisions of ERISA.

     

    The Plan
is intended to meet all requirements of Section 409A of the Code for
compensation deferred under the Plan to not be includible in gross income of the
Participant until actually paid or distributed pursuant to the
Plan.

     

    The Plan
is generally effective on January 1, 2005.

     

    ARTICLE
II

    DEFINITIONS

     

    
      	
              2.1  

            	
              Definitions

            


    

     

    When used
in this Plan and initially capitalized, the following words and phrases shall
have the meanings indicated:

     

    Account

     

    “Account”
means an account established and maintained for a Participant pursuant to this
Plan, to which there shall be credited with and include all amounts of Deferred
Compensation that is deferred by and for the Participant under the Plan, which
may be accounted for as one or more separate items, amounts or subaccounts for
the compensation that is deferred and credited pursuant to the Plan, and
investment return thereon, to as determined and prescribed by the
Committee.

     


    
      
         


      

      
        - 1
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    Base
Salary

     

    “Base
Salary” means a Participant’s basic wage or salary paid by the Employer to the
Participant without regard to any increases or decreases in such basic wage or
salary as a result of (i) an Election to defer basic wage or salary under this
Plan or (ii) an Election between benefits or cash provided under a plan of the
Employer maintained pursuant to Sections 125 or 401(k) of the Code, and as
limited in Exhibit B attached hereto. The Base Salary does not include any Lump
Sum Merit Award paid to a Participant, nor any Bonus, as defined in Section 2.5,
below.

     

    Beneficiary

     

    “Beneficiary”
means the person or persons designated or deemed to be designated by the
Participant pursuant to Article VIII to receive benefits payable under the Plan
in the event of the Participant’s death.

     

    Board

     

    “Board”
means the Board of Directors of the Corporation.

     

    Bonus

     

    “Bonus”
means the cash bonus paid or payable by the Employer to a Participant under an
Incentive Plan without regard to any decreases as a result of (i) an Election to
defer all or any portion of such Bonus under this Plan or (ii) an Election
between benefits or cash provided under the Thrift Plan or any other plan of the
Employer maintained pursuant to Section 401(k) of the Code.

     

    Change in Ownership or
Control

     

    “Change
in 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.

     

    Code

     

    “Code”
means the Internal Revenue Code of 1986, and Treasury regulations thereunder, as
amended from time to time.

     

    Committee

     

    “Committee”
means the Executive Compensation Committee of the Board of Directors of the
Corporation.

     

    Compensation

     

    “Compensation”
means the Base Salary and Bonus payable with respect to an Eligible Employee for
each calendar year.

     


    
      
         


      

      
        - 2
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    Corporation

     

    “Corporation”
means ONEOK, Inc., its successors and assigns, or any division or Subsidiary
thereof.

     

    Deferred
Compensation

     

    "Deferred
Compensation" means the Base Salary and Bonus deferred by a Participant under
the Plan, and Qualified Employer Plan Excess Amounts and Supplemental Credit
Amounts that are accrued, deferred and credited by the Corporation for a
Participant under the Plan, that are made payable to a Participant in a later
taxable year of the Participant pursuant to this Plan.

     

    Defined Contribution Plan
Excess Amounts

     

    "Defined
Contribution Plan Excess Amounts" means the excess amounts deferred by or for a
Participant under this Plan with respect to qualified defined contribution plans
established and maintained by the Corporation pursuant to Article V of the
Plan.

     

    Determination
Date

     

    “Determination
Date” means a date on which the amount of a Participant’s Account is determined
and updated as provided in Article VI. Each December 31 of a calendar year shall
be the Determination Date.

     

    Disabled

     

    “Disabled”
or “Disability” means 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 the Corporation. A Participant will be deemed to be Disabled if such
Participant is determined to be totally disabled by the Social Security
Administration.

     

    Early Separation from
Service

     

    “Early
Separation from Service” means a Participant’s Separation from Service prior to
attaining age fifty (50) and completing five (5) years of service with the
Corporation that is not by reason of death or Disability.

     

    Early Separation from
Service Form of Payment

     

    “Early
Separation from Service Form of Payment” shall mean the form of payment and
distribution of a Participant’s Plan Benefit in the event of his/her Early
Separation from Service which shall be a single lump sum payment at his/her
Early Separation from Service Specified Time of Distribution.

     


    
      
         


      

      
        - 3
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    Early Separation from
Service Specified Time of Distribution

     

    “Early
Separation from Service Specified Time of Distribution” means a time of
distribution and payment of the Participant’s Plan Benefit which is the date of
his/her Early Separation from Service.

     

    Election

     

    “Election”
means the election of a Participant or the Corporation for payment and
distribution of Deferred Compensation to the Participant for services performed
for a Plan Year.

     

    Eligible
Employee

     

    “Eligible
Employee” means a highly compensated or management employee of the Corporation
who is designated by the Committee, by individual name, or group or description,
in accordance with Section 3.1, as eligible to participate in the
Plan.

     

    Employee

     

    “Employee”
means an employee of the Corporation or a Subsidiary.

     

    Employer

     

    “Employer”
means, with respect to a Participant, the Corporation or the Subsidiary which
pays such Participant’s Compensation.

     

    ERISA

     

    “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

     

    Exchange
Act

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    Fiscal
Year

     

    “Fiscal
Year” means the fiscal year of the Corporation commencing January 1 and ending
the following December 31.

     

    Fixed
Schedule

     

    “Fixed
Schedule” means 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 Corporation under the Plan.

     

    


     


    
      
         


      

      
        - 4
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    Incentive
Plan

     

    “Incentive
Plan” means the Annual Officer Incentive Plan or Annual Employee Incentive Plan
of the Corporation, as applicable to a Participant under the terms and
provisions thereof.

     

    Investment
Return

     

    “Investment
Return” means the rate of investment return to be credited to a Participant’s
Account pursuant to Section 6.2, which rate shall be determined in accordance
with Section 6.3 and Exhibit “C” attached hereto; provided, that no Investment
Return shall be credited with respect to the Retirement Plan Excess
Amount.

     

    Just
Cause

     

    “Just
Cause” shall
mean the Employee’s conviction in a court of law of a felony, or any crime or
offense in a court of law of a felony, or any crime or offense involving misuse
or misappropriation of money or property; the Employee’s violation of any
covenant, agreement or obligation not to disclose confidential information
regarding the business of the Corporation (or a division or Subsidiary); any
violation by the Employee of any covenant not to compete with the Corporation
(or a division or Subsidiary); any act of dishonesty by the Employee which
adversely affects the business of the Corporation (or a division or Subsidiary);
any willful or intentional act of the Employee which adversely affects the
business of, or reflects unfavorably on the reputation of the Corporation (or a
division or Subsidiary); the Employee’s use of alcohol or drugs which interferes
with the Employee’s performance of duties as an employee of the Corporation (or
a division or Subsidiary); or the Employee’s failure or refusal to perform the
specific directives of the Corporation’s Board, or its officers which directives
are consistent with the scope and nature of the Employee’s duties and
responsibilities with the existence and occurrence of all of such causes to be
determined by the Corporation in its sole discretion; provided, that nothing
contained in the foregoing provisions of this paragraph shall be deemed to
interfere in any way with the right of the Corporation (or a division or
Subsidiary), which is hereby acknowledged, to terminate the Employee’s
employment at any time without cause.

     

    Long-Term
Deferral

     

    “Long-Term
Deferral” means a deferral Election that is not a Short-Term Deferral and under
which distribution and payment of the Deferred Compensation and the Plan Benefit
shall be distributed and paid at a Specified Time that shall be the Normal
Specified Time of Distribution of the Participant. If a Subsequent Election is
made, the Plan Benefit deferred by a Long-Term Deferral in the Election shall
then be distributed and paid at the Subsequent Election Specified Time of
Distribution elected in the Subsequent Election.

     

    Lump Sum Merit
Award

     

    “Lump Sum
Merit Award” means a Lump Sum Merit Award granted and paid to a Participant
pursuant to the merit compensation program of the Corporation and its
Subsidiaries.

     


    
      
         


      

      
        - 5
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    Normal Specified Time of
Distribution

     

    "Normal
Specified Time of Distribution" means a specified time that must be expressly
designated as the Specified Time of Distribution of the compensation deferred by
a Participant in and for each Long-Term Deferral Election, which Normal
Specified Time of Distribution shall be the first date on which the Participant
has (i) attained the age of fifty (50) years, (ii) completed five (5) years of
service with the Corporation, and (iii) had a Separation from
Service.

     

    Participant

     

    “Participant”
means any Eligible Employee who elects to participate by filing a Participation
Agreement as provided in Section 3.2.

     

    Participation
Agreement

     

    “Participation
Agreement” means the agreement filed by a Participant, in the form prescribed by
the Committee, pursuant to Section 3.2.

     

    Person

     

    “Person”
means an individual, a trust, estate, partnership, limited liability company,
association, corporation or other entity.

     

    Performance-Based
Compensation

     

    “Performance-Based
Compensation” means compensation, including Bonus (as hereinabove defined), that
is conditioned upon or subject to meeting certain requirements similar to those
under Code Section 162(m), as more particularly provided for in Treasury
Regulations issued under Code Section 409A.

     

    Plan

     

    “Plan”
means this ONEOK, Inc. 2005 Nonqualified Deferred Compensation Plan, as amended
from time to time.

     

    Plan
Benefit

     

    “Plan Benefit” means the
deferred benefit payable to a Participant or a Participant’s Beneficiary
pursuant to Article VII and otherwise under the Plan.

     

    Plan
Year

     

    “Plan
Year” means a twelve-month period commencing January 1 and ending the following
December 31.

     

    Profit Sharing
Plan

     

    “Profit
Sharing Plan” means the Profit Sharing Plan of the Corporation.

     


    
      
         


      

      
        - 6
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    Profit Sharing Plan Excess
Amount

     

    “Profit
Sharing Plan Excess Amount” means an amount equal to the Participant’s
Compensation for the Plan Year that is used for calculating Company
Contributions to the Profit Sharing Plan multiplied by the applicable percentage
for determining the Company Contributions under the Profit Sharing Plan for the
Plan Year, minus the amount of Profit Sharing Plan Company Contributions that
are allocated to the Participant’s  Account for that Plan Year; it
being intended that a Participant shall have credited with a Profit Sharing Plan
Excess Amount that is equivalent to the amount of Company Contributions which
could not be allocated to the Participant’s Account for the Plan Year by reason
of all limitations on compensation and Company Contributions applicable to
Profit Sharing Plan Company Contributions under the Code and Treasury
regulations under the Code, including (i) the limitation on annual compensation
of an Employee that may be taken into account under Code section 401(a)(17),
(ii) the limitation on contributions and other additions under Code section
415(c), and (iii) the exclusion of the amount that a Participant has elected to
defer out of his or her Base Salary or Bonus under this Plan from “compensation”
as defined in the Profit Sharing Plan and/or used for calculation of Profit
Sharing Plan contributions and allocations, which amount is to be credited to a
Participant’s Account under Section 5.4 of the Plan.

     

    Qualified Employer Plan
Excess Amounts

     

    "Qualified
Employer Plan Excess Amounts" means amounts deferred by or for a Participant
with respect to participation and/or benefits provided under a qualified defined
contribution plan or defined benefit plan established and maintained by the
Employer, as more particularly provided for under Article V and otherwise in
this Plan.

     

    Retirement
Plan

     

    “Retirement
Plan” means the Retirement Plan for Employees of ONEOK, Inc. and
Subsidiaries.

     

    Retirement Plan
Covered
Compensation Excess Account

     

    “Retirement
Plan Covered Compensation Excess Account” means the account maintained on the
books of the Employer for the purpose of accounting for the Retirement Plan
Covered Compensation Excess Amount and for the amount of investment return
credited thereto for each Participant pursuant to Article VI of the
Plan.

     

    Retirement
Plan Covered Compensation
Excess Amount

     

    “Retirement
Plan Covered Compensation Excess Amount” means an amount for a Participant who
is a participant in the Retirement Plan, and not a participant in the ONEOK,
Inc. 2005 Supplemental Executive Retirement Plan nor a participant in the Profit
Sharing Plan, that is equal to the Participant’s Compensation for the Plan Year
less the limitations on compensation and contributions by the Corporation under
the Code and Treasury regulations under the Code, including (i) the limitation
on annual compensation of an Employee that may be taken into account under Code
section 401(a)(17), and (ii) the limitation on contributions and other additions
under Code section 415(c) multiplied by the applicable percentage for
determining the Company Contributions under the Profit Sharing Plan for the Plan
Year, which amount is to be

     


    
      
         


      

      
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    credited
to be allocated to, or recorded in and accounted for in the Account of a
Participant under Section 5.5 of the Plan.

     

    Retirement Plan Excess
Amount

     

    “Retirement
Plan Excess Amount” means the additional amount payable to a Participant with
respect to the Retirement Plan pursuant to Section 7.13.

     

    Separation from
Service

     

    “Separation
from Service” means the termination of a Participant’s employment with the
Corporation other than by reason of the Participant’s Disability or
death.

     

    Shares

     

    “Shares”
means the common stock, par value $0.01 per share, of the Corporation and any
other securities into which such shares are changed or for which such shares are
exchanged.

     

    Short-Term
Deferral

     

    “Short-Term
Deferral” means a deferral elected by a Participant under which payment of the
Plan Benefit shall be deferred to commence at a Specified Time of Distribution
irrespective of the Participant’s Separation from Service that is specified by
the Participant in his or her Election, that shall be not less than five (5)
years after the Participant’s Election thereof; provided, that the Committee,
may, in its sole discretion, determine and direct that a shorter period, of not
less than one (1) year, be applied to any Short-Term Deferral. If a Subsequent
Election is made, the Plan Benefit deferred by a Short-Term Deferral in the
Election shall then be distributed and paid at the Subsequent Election Specified
Time of Distribution elected in the Subsequent Election.

     

    Specified
Employee

     

    "Specified
Employee" means an Employee who, as of the date of the Employee's separation
from service, is a key employee of a Corporation if any stock of the Corporation
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
Corporation 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).

     


    
      
         


      

      
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    Specified Employee Effective
Date

     

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

     

    Specified Employee
Identification Date

     

    "Specified
Employee Identification Date" means December 31.

     

    Specified
Time

     

    “Specified
Time” means 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

     

    “Specified
Time of Distribution” means a Specified Time at which compensation deferred by a
Participant’s Election 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 compensation is elected by the Election of a
Participant.

     

    Subsequent
Election

     

    “Subsequent
Election” means an election made by a Participant with respect to the time of
distribution or payment of deferred compensation and Plan Benefit under the Plan
that is made at any time after Election that is made by the Participant and/or
Corporation with respect to such deferred compensation.

     

    Subsequent Election
Specified Date

     

    "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, it being contemplated and intended that such written
specification shall, without limitation, in the case of a Long-Term Deferral (i)
meet the requirement in the case of a Participant who has not attained the age
of fifty (50) years that the specified Subsequent Election Specified Date be on
or after the date the Participant would attain the age of fifty-five (55) years,
and (ii) meet the requirement in the case of a Participant who has attained the
age of fifty (50) years, that the specified Subsequent Election Specified Date
be not less than five (5) years from the date next following the date of the
Subsequent Election; and in the case of a Short-Term Deferral meet the
requirement that the Subsequent Election Specified Date is not less than five
(5) years after the date payment would otherwise have been made to the
Participant.

     


    
      
         


      

      
        - 9
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    Subsequent Election
Specified Time of Distribution

     

    "Subsequent
Election Specified Time of Distribution" means:

     

    (a) in the case of a Long-Term
Deferral, a Specified Time of Distribution that shall be the first date on or
after the Subsequent Election Specified Date for the Long-Term Deferral on which
the Participant has (i) attained the age of fifty (50) years, (ii) completed
five (5) years of service with the Corporation, and (iii) had a Separation from
Service, and

     

    (b) in the case of a Short-Term
Deferral, a Specified Time of Distribution that shall be the Subsequent Election
Specified Date for the Short-Term Deferral.

     

    Subsidiary

     

    “Subsidiary”
means any corporation of which the Corporation owns, directly or indirectly, at
least a majority of the shares of stock having voting power in the election of
directors of such corporation.

     

    Supplemental Credit Amount

     

    “Supplemental
Credit Amount” means a supplemental amount that may be deferred at the election
and direction of the Committee under Section 4.3(b).

     

    Taxable
Year

     

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

     

    Thrift
Plan

     

    “Thrift
Plan” means the Thrift Plan for Employees of ONEOK, Inc. and
Subsidiaries.

     

    Thrift Plan Excess Employee
Amount

     

    "Thrift
Plan Excess Employee Amount" means an amount equal to the amounts that would
have been allocated to the Participant's Account under the Thrift Plan for the
Plan Year by reason of the Participant's elections under the Thrift Plan, minus
the amount that was allocated to the Participant's account under the Thrift Plan
for that Plan Year it being intended that a Participant shall have credited to
the Participant’s Account the amount of contributions which could not be
allocated to the Participant’s Thrift Plan account for the Plan Year by reason
of and after application of the limitations on compensation and contributions or
annual additions and otherwise applicable to the Thrift Plan under the Code and
Treasury regulations, including (i) Code section 401(a)(17), (ii) Code section
415(c), (iii) the exclusion of the amount the Participant elected to defer out
of his or her Compensation under this Plan from “compensation” as defined and/or
used for calculation of Thrift Plan contributions or allocations, and other
limitations on Thrift Plan employee elective contributions under the
Code.

     


    
      
         


      

      
        - 10
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    Thrift Plan Excess Matching
Amount

     

    “Thrift
Plan Excess Matching Amount” means an amount equal to the Participant’s Thrift
Plan Matching Contribution Percentage under the Thrift Plan for the Plan Year
multiplied by the Participant’s compensation as defined in the Thrift Plan
and/or used for calculation of Thrift Plan contributions and allocations in that
Plan Year, minus the amount of Thrift Plan matching contributions made by the
Corporation that are allocated to the Participant’s Thrift Plan account for that
Plan Year; it being intended that a Participant shall have credited to the
Participant’s Account the amount of matching contributions which could not be
allocated to the Participant’s Thrift Plan account for the Plan Year by reason
of and after application of the limitations on compensation and contributions or
annual additions and otherwise applicable to the Thrift Plan under the Code and
Treasury regulations, including (i) Code section 401(a)(17), (ii) Code section
415(c), (iii) the exclusion of the amount the Participant elected to defer out
of his or her Compensation under this Plan from “compensation” as defined and/or
used for calculation of Thrift Plan contributions or allocations, and other
limitations on Thrift Plan matching contributions under the Code.

     

    Thrift Plan Matching
Contribution Percentage

     

    “Thrift
Plan Matching Contribution Percentage” means the matching contribution
percentage in effect for a specific Plan Year under the Thrift
Plan.

     

    Trust

     

    “Trust”
means a trust created and established pursuant to Section 11.2 of the Plan, or
otherwise by the Corporation with respect to the Plan.

     

    Unforeseeable
Emergency

     

    “Unforeseeable
Emergency” means 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).

     


    
      
         


      

      
        - 11
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    ARTICLE
III

    ELIGIBILITY
AND PARTICIPATION

    


    
      	
              3.1

            	
              Eligibility

            


    

     

    Eligibility
to participate in the Plan shall be granted to those Eligible Employees who are
designated by the Committee. Subject to Section 3.4, below (providing for
exclusion of Employees not qualifying under certain definitional terms of
federal law), the Committee shall adopt a complete written list and/or
designation of the Eligible Employees, by individual name or by reference to an
identifiable group of persons or by descriptions of the components of
compensation of an individual which would qualify the individuals who are
eligible to participate, and all of whom shall be a select group of management
or highly compensated employees. The written list and/or designation of Eligible
Employees by the Committee, from time to time, shall be adopted and maintained
in the records of the Committee and Corporation.

     

    3.2           Participation

     

    Participation
in the Plan shall be limited to Eligible Employees who make an Election to
participate in the Plan by timely filing a Participation Agreement with the
Committee. An Eligible Employee shall commence participation in the Plan upon
the first day of the Plan Year or Fiscal Year as the case may be, designated in
his or her Participation Agreement filed with the Committee prior to the
beginning of such Plan Year.

     

    The
Committee may in its sole discretion, allow in the case of the first Plan Year
in which an individual becomes an Eligible Employee to make an initial Election
to participate in the Plan and elect a deferral with respect to Compensation or
other amounts that become payable under the Plan for services to be performed
after the Election; provided, that any Election by such an Eligible Employee
shall be made within thirty (30) days after the date he/she becomes eligible to
participate in the Plan.

     

    3.3           Elections to Participate
Irrevocable

     

    A
Participant may not change a previously elected percentage of compensation
deferred by an Election, or terminate his or her Election to participate in the
Plan and defer compensation for a Plan Year. Except as may otherwise be
determined and approved by the Committee pursuant to the Plan, a Participant’s
Election to defer compensation shall only be effective as of the beginning of
the next Plan Year following receipt of the Participant’s Election by the
Corporation. Determinations on all Elections and of any effective dates other
than as specified above, shall be made by the Committee in accordance with its
prevailing administrative procedures.

     

    3.4           Exclusion from
Eligibility

     

    Notwithstanding
any other provisions of this Plan to the contrary, if the Committee determines
that any Participant may not qualify as a “management or highly compensated
employee” within the meaning of ERISA, or regulations thereunder, the Committee
may determine, in its sole discretion, that such Participant shall cease to be
eligible to participate in this Plan.

     


    
      
         


      

      
        - 12
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    ARTICLE
IV

    DEFERRAL
OF COMPENSATION AND EXCESS AMOUNTS

    


    4.1           Amount and Time of Election
to Defer

     

    
      	
              (a)  

            	
              Time of
      Election. A Participant’s Election to defer compensation for
      services performed during a Plan Year shall be made not later than the
      close of the preceding Plan Year, or such other time as provided in
      Treasury Regulations published under Code Section 409A; provided that in
      the case of the first Plan Year in which a Participant becomes eligible to
      participate in the Plan, such Election may be made with respect to
      services to be performed subsequent to the Election within thirty (30)
      days after the Participant becomes eligible to participate in the Plan. A
      Participant’s Election to defer that part of Compensation which
      constitutes Bonus that constitutes Performance-Based Compensation based on
      services over a period of at least twelve (12) months in and for a Plan
      Year shall be made no later than six (6) months before the end of that
      Plan Year.

            


    

     

    
      	
              (b)  

            	
              Participant Election
      Amounts. With respect to each Plan Year, a Participant may
      voluntarily elect the deferral of compensation by making an Election for
      deferral of or within the percentages stated below, and subject to the
      terms described in Exhibit B attached hereto; provided, that each
      Participant who makes an Election for a Plan Year may elect a deferral
      that is within or consists of one (1) or more of the following allowable
      percentages (in one percent (1%) increments) and types of compensation and
      amounts for that Plan Year, as
applicable:

            


    

     

    
      	
              (1)  

            	
              deferral
      of at least two percent (2%) and not more than ninety percent (90%) of the
      Participant’s Base Salary for the Plan
Year;

            


    

     

    
      	
              (2)  

            	
              deferral
      of at least ten percent (10%) and not more than ninety percent (90%) of
      the Participant’s Bonus for the Plan
Year;

            


    

     

    deferral
of one hundred percent (100%) of each Qualified Employer Plan Excess Amount
(except the Retirement Plan Excess Amount) to be accrued or deferred by or for
the Participant for the Plan Year;

     

    
      	
              (c)  

            	
              Corporation Election
      Amounts. The Supplemental Credit Amount and Retirement Plan Excess
      Amount shall be deferred as elected and designated by the Corporation as
      provided for in Sections 4.3(b) and 7.13, respectively,
    below.

            


    

     

    
      	
              (d)  

            	
              Election Choices and
      Effect. The deferral and crediting of Compensation, a Qualified
      Employer Plan Excess Amount and/or Supplemental Credit Amount to the
      Account of a Participant shall be made in respect of an Election of a
      Participant or the Corporation for a Plan Year as
  follows:

            


    

     

    
      	
              (1)  

            	
              A
      Participant may elect to defer Base Salary or Bonus for services performed
      during a Plan Year.

            


    

     


    
      
         


      

      
        - 13
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              (2)  

            	
              A
      Participant who does not elect to defer Base Salary or Bonus for services
      performed during a Plan Year may nevertheless elect to defer a Qualified
      Employer Plan Excess Amount, (except the Retirement Plan Excess Amount),
      which shall be deferred and credited to the extent applicable and as
      provided for and in accordance with Article V, below, for the Plan
      Year.

            


    

     

    
      	
              (3)  

            	
              Notwithstanding
      any other provisions herein, a Participant shall be required to elect to
      defer and have credited all Qualified Employer Plan Excess Amounts (except
      the Retirement Plan Excess Amount)  to which he or she is or
      becomes entitled to for a Plan Year, and shall not be allowed to defer
      only one or several of the Qualified Employer Plan Excess Amounts and not
      others for a Plan Year.

            


    

     

    
      	
              (e)  

            	
              Except
      as otherwise expressly provided in the Plan in the case of mid-year
      Elections for new Participants, an Election to defer Base Salary, Bonus,
      Qualified Employer Plan Excess Amounts or Supplemental Credit Amounts
      shall apply only to the next Plan Year following such Election. Except as
      otherwise directed by the Committee, Participants in the Plan shall make
      separate and new Elections  for each Plan
  Year.

            


    

     

    4.2           Deferral Periods;
Payment

     

    
      	
              (a)  

            	
              Participant Elections
      of Specified Time of Distribution. Every Election made by a
      Participant shall include a specific election of the Participant of
      deferral of compensation (i) to be paid or distributed at a Specified Time
      or pursuant to a Fixed Schedule, and (ii) in a specific form of payment
      stated in the Election.

            


    

     

    
      	
              (b)  

            	
              Deferral of Base
      Salary or Bonus. Subject to the requirements of Section 4.2(d),
      below, a Participant shall be allowed to defer Base Salary or Bonus under
      the Plan by electing either a Long-Term Deferral or a Short-Term Deferral.
      The Participant shall elect and designate his or her deferral period as
      either a Long-Term Deferral or a Short-Term Deferral in the Election and
      Participation Agreement filed by the Participant with the Committee for a
      Plan Year.

            


    

     

    
      	
              (c)  

            	
              Qualified Employer
      Plan Excess Amounts, Supplemental Credit Amounts; Only Long-Term
      Deferral. For compensation of Participants in Plan Years beginning
      on or after January 1, 2009, subject to the requirements of Section 4.4,
      below, every Election to defer and credit with a Qualified Employer Plan
      Excess Amount and/or a Supplemental Credit Amount shall be a Long-Term
      Deferral.

            


    

     

    
      	
              (d)  

            	
              Early Separation from
      Service. Notwithstanding the foregoing or any Specified Time or
      form of payment elected by a Participant in his/her Election or otherwise
      elected and specified by the Corporation pursuant to Plan, or in any
      allowed Subsequent Election, in the event the Participant has an Early
      Separation from Service the Participant’s Plan Benefit shall be paid and
      distributed to the Participant in a single lump sum payment at the
      Participant’s Early Separation

            


    

     


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

     

    
      	
               

            	
              from Service Distribution Date, except for
      Short-Term Deferral installment payments that have already commenced, as
      described and provided fro in Section 7.7 of the Plan. The time and form
      of payment in event of an Early Separation from Service is determined and
      specified by the Corporation under the Plan, and a Participant may change
      or modify such time and form of payment, and may not elect otherwise by
      his/her Election or any Subsequent
  Election.

            


    

     

    
      	
              (e)  

            	
              The
      Investment Return and/or any other actual, notional or deemed earnings
      credited to a Participant's Account pursuant to this Plan with respect to
      any Deferred Compensation by an Election of a Participant or the
      Corporation shall be paid at the same time and in the same form of payment
      as the Participant has elected in his/her Election for such Deferred
      Compensation , and no separate election or time or form of payment shall
      be allowed or occur with respect to the Investment Return or other
      earnings credited.

            


    

     

    4.3           Committee Authority;
Deferral of Compensation

     

    
      	
              (a)  

            	
              General.
      Subject to the requirements of Section 4.4, below, the Committee may, in
      its sole discretion, determine and direct that the amount of deferral and
      period of deferral which may be elected for Deferred Compensation, for any
      particular Plan Year or other period of service, be limited to an amount
      or amounts, and for a period or periods other than that which is otherwise
      generally provided herein.

            


    

     

    
      	
              (b)  

            	
              Supplemental Credit
      Amount. The Committee may elect to have a
      Supplemental  Credit Amount credited to the Account of a
      Participant with respect to a Plan Year. A Supplemental Credit Amount
      shall be established and deferred by irrevocable designation of the time
      and form of payment by the Corporation, by the written action and election
      of the Committee or its designee, which shall be made no later than the
      later of the time the Participant becomes entitled to the amount thereof
      by such designation, or if later, the time the Participant would be
      required to make an election if the Participant were provided such
      election. The Corporation by this Plan designates that each such
      Supplemental Credit Amount designated by it in a Plan Year shall be
      deferred for the same period, and be payable at the same Specified Time
      and in the same form of payment as the Long-Term Deferrals of and for a
      Participant for that Plan Year. A Participant shall have no right or
      opportunity to make any election with respect to the amount, deferral and
      the time and form of payment of a Supplemental Credit
    Amount.

            


    

     

    4.4           General Requirements for All
Elections

     

    Notwithstanding
anything to the contrary expressed or, implied herein, the following
requirements stated in this Section 4.4 shall apply to the Plan and to all
Elections by Participants under the Plan.

     

    
      	
              (a)  

            	
              Time of
      Election. The deferral of compensation for services performed by a
      Participant may be deferred by Election only if the Election to
      defer

            


    

     


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

     

    
      	
            	
              compensation
      payable with respect to services performed by the Participant in the
      immediately following year is made and becomes irrevocable not later than
      the close of the Plan Year (December 31), or such other time as is
      provided for in Treasury Regulations issued under Code Section 409A. Each
      Election to defer compensation shall be made not later than the close of
      the Participant’s taxable year preceding the service year. Provided, that
      in the case of the first year in which a Participant is eligible to
      participate in the Plan, such Election may be made with respect to
      services to be performed subsequent to the Election within thirty (30)
      days after the date the Participant becomes eligible to the participate in
      the Plan. Provided, further, in the case of any Performance-Based
      Compensation based on services performed over a period of at least twelve
      (12) months, such Election may be made on or before the date that is six
      (6) months before the end of the performance period, provided that the
      Participant performs services continuously from the later of the beginning
      of the performance period or the date the performance criteria are
      established through the date an Election is made and provided the criteria
      are established through the date an Election is made, and in no event may
      such an Election to defer Performance-Based Compensation be made after
      such Performance-Based Compensation has become readily
      ascertainable.

            


    

     

    
      	
              (b)  

            	
              Time and Form of
      Payment. Every Election to defer compensation shall include an
      election as to the Specified Time and form of payment and distribution of
      the compensation deferred.

            


    

     

    4.5           Subsequent
Elections

     

    
      	
              (a)  

            	
              General. Any
      Subsequent Election that is made under the Plan to elect a delay in a
      payment or a change in the form of payment of compensation deferred by an
      Election under the Plan, 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
      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)  

            	
              No
      Subsequent Election shall be allowed to be made under the Plan that does
      not comply with the provisions of section 409A of the Code and Treasury
      Regulations. A Subsequent Election may be made and effective under the
      Plan with respect to the payment of deferred compensation only if the
      following conditions are met:

            


    

     

    
      	
              (1)  

            	
              Such
      Subsequent Election shall not take effect until at least twelve (12)
      months after the date on which it is
made;

            


    

     


    
      
         


      

      
        - 16
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              (2)  

            	
              Except
      in the case of an election permitted under Section 409A and the Treasury
      Regulations §1.409A-3(a)(2) (payment on account of disability), §
      1.409A-3(a)(3) (payment on account of death), or §1.409A-3(a)(6) (payment
      on account of the occurrence of an unforeseeable emergency), the payment
      with respect to which such Subsequent Election shall be deferred for a
      period of five (5) years from the date such payment would otherwise have
      been paid (or in the case of a life annuity or installment payments
      treated as a single payment, five (5) years from the date the first amount
      was scheduled to be paid); and

            


    

     

    
      	
              (3)  

            	
              Any
      Subsequent Election related to a payment described in Treasury Regulations
      §1.409A-3(a)(4) (payment at a specified time or pursuant to a fixed
      schedule) shall be made not less than twelve (12) months before the date
      the payment is scheduled to be paid (or in the case of a life annuity or
      installment payments treated as a single payment, twelve (12) months
      before the date the first amount was scheduled to be
  paid).

            


    

     

    
      	
              (c)  

            	
              A
      Participant by or for whom an Election to defer compensation has been made
      under the Plan may make a Subsequent Election to change the time of
      payment of such deferred compensation by written instrument filed with the
      Committee in such form as it may prescribe at least twelve months (12)
      prior to the date of the first scheduled payment to which it
      relates.

            


    

     

    
      	
              (d)  

            	
              A
      Participant who has not made any prior Subsequent Election to change the
      Normal Specified Time of Distribution of deferred compensation under the
      Plan provided for in the Election shall be allowed to make a Subsequent
      Election applicable to such Normal Specified Time of Distribution in
      accordance with this Section 4.5 and the other provisions of the
      Plan.

            


    

     

    
      	
              (e)  

            	
              A
      Participant who has made a prior Subsequent Election of a Subsequent
      Election Specified Time of Distribution of Deferred Compensation under the
      Plan shall be allowed to make another Subsequent Election applicable to
      such Subsequent Election Specified Time of Distribution in accordance with
      this Section 4.5 and other provisions of the
  Plan.

            


    

     

    
      	
              (f)  

            	
              A
      Participant shall not be authorized to make changes between Long-Term and
      Short-Term Deferrals elected or provided for in an Election by making a
      Subsequent Election.

            


    

     

    
      	
              (g)  

            	
              The
      Committee shall be authorized to administer, construe and interpret the
      foregoing provisions and the Plan with respect to all Subsequent Elections
      to assure compliance with the intent thereof and the requirements of the
      Plan and of section 409A of the Code and Treasury
    Regulations.

            


    

     

    
      	
              (h)  

            	
              Notwithstanding
      the foregoing provisions, the Committee, in its sole discretion, shall be
      authorized to determine, from time to time and/or in the particular
      case

            


    

     


    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    


    of any
one or more Participants, that a Subsequent Election not be allowed to be made
to change the time of payment of deferred compensation under the
Plan.

     

    4.6           Crediting Deferred Base
Salary and Bonus

     

    The
amount of Base Salary that a Participant elects to defer pursuant to an Election
of the Participant under the Plan shall be credited by the Employer to the
Participant’s Account monthly, provided that the Employer shall reduce the
deferral amount credited by the amount of taxes, including taxes imposed by the
Federal Insurance Contribution Act (FICA) or other amounts, if any, required to
be withheld by the Employer from a Participant’s Compensation pursuant to any
state, federal or local law. The amount of Bonus that a Participant elects to
defer pursuant to an Election of the Participant under the Plan shall be
credited by the Employer to the Participant’s  Account at the time the
Bonus would otherwise be paid or payable to the Participant under the Incentive
Plan pursuant to which such Bonus is paid or payable.

     

    4.7           Crediting of Plan Excess
Amounts

     

    The
amount of any Qualified Employer Plan Excess Amount or  Supplemental
Credit Amount  that a Participant or the Corporation elects to defer
pursuant to an Election of the Participant or the Corporation shall be credited
in accordance with Article V, below. Such amounts shall be credited on or before
the last day of the Plan Year for which they are deferred by the Participant or
Corporation Election.

     

    ARTICLE
V

    PLAN
EXCESS AMOUNT

    


    5.1           General

     

    
      	
              (a)  

            	
              Qualified
      Employer Plan Excess Amounts. There shall be deferred and credited to the
      Account of a Participant the Qualified Employer Plan Excess Amounts
      (except the Retirement Plan Excess Amount) that apply to such Participant
      for the Plan Year by reason or and based upon his/her participation during
      the Plan Year in one or more qualified defined contribution plans or
      defined benefit plans of the Corporation, as more particularly described
      and provided for in this Article V, including the Thrift Plan, Profit
      Sharing Plan and Retirement Plan. A Participant shall be entitled to defer
      and have credited to his/her Account such Qualified Employer Plan Excess
      Amounts (except the Retirement Plan Excess Amount) to the extent he/she is
      a participant in the qualified plan of the Corporation and his/her
      participation in, and benefits under such qualified plan come under and
      are affected in the manner described herein
  below.

            


    

     

    
      	
              (b)  

            	
              Supplemental
      Credit Amount. There shall be deferred and credited to the Account of a
      Participant Supplemental Credit Amounts that apply to such Participant for
      the Plan Year by reason or and based upon his/her entitlement thereto
      during the Plan Year as specified in the written authorization and
      direction of the deferral and credit thereof by the Corporation. A
      Participant shall be entitled to defer and have credited to his/her
      Account such Supplemental Credit Amounts to the extent provided for in
      such authorization.

            


    

     


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    


    


     

    5.2           Thrift Plan Excess Employee
Amount

     

    a. The
Employer shall provide and credit a Thrift Plan Excess Employee Amount elected
under this Plan for each Participant making an Election thereof and eligible to
make and be allocated contributions under the Thrift Plan; except that the
Committee may, in its discretion, prior to any Plan Year, make a determination
not to provide for the election and crediting of Thrift Plan Excess Employee
Amounts for that Plan Year.

     

    b. The
Thrift Plan Excess Employee Amount under the Plan for each Participant under
this Section 5.2 shall be credited by the Employer as soon as practicable after
the time the related contributions and allocations are made under the Thrift
Plan, and no later than ninety (90) days after the end of the Plan Year that
includes the time that the related contributions and allocations are made under
the Thrift Plan.

     

    5.3           Thrift Plan Excess Matching
Amount

     

    a. The
Employer shall provide and credit a Thrift Plan Excess Matching Amount elected
under this Plan with respect to each Participant making an Election thereof and
eligible to be allocated matching contributions under the Thrift Plan; except
that the Committee may, in its discretion, prior to any Plan Year, make a
determination not to provide for the crediting of Thrift Plan Excess Matching
Amounts for that Plan Year.

     

    b. The
Thrift Plan Excess Matching Amount under the Plan for each Participant under
this Section 5.3, above, shall be credited by the Employer as soon as
practicable after the time the related matching contributions are made under the
Thrift Plan, and no later than ninety (90) days after the end of the Plan Year
that includes the time that the related matching contributions are made under
the Thrift Plan.

     

    5.4           Profit Sharing Plan Excess
Amount

     

    a. The
Employer shall provide and credit a Profit Sharing Plan Excess Amount under this
Plan with respect to each Participant making an Election thereof and eligible to
be allocated contributions under the Profit Sharing Plan; except that the
Committee may, prior to any Plan Year, make a determination not to provide for
the crediting of Profit Sharing Plan Excess Amounts for that Plan
Year.

     

    b. The
Profit Sharing Plan Excess Amount under the Plan for each Participant under this
Section 5.4, shall be credited by the Employer as soon as practicable after the
time the related contributions and allocations are made under the Profit Sharing
Plan, and no later than ninety (90) days after the end of the Plan Year that
includes the time that the related contributions and allocations are made under
the Profit Sharing Plan.

     

    5.5           Retirement Plan Covered
Compensation Excess Amount

     

    a. The
Employer shall provide and credit a Retirement Plan Covered Compensation Excess
Amount elected and deferred under this Plan for each Participant making an
Election thereof and

     


    
      
         


      

      
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    eligible
to participate in the Retirement Plan, and not participating in the ONEOK, Inc.
2005 Supplemental Executive Retirement Plan; except that the Committee may, in
its discretion, prior to any Plan Year, make a determination not to provide for
the election and crediting of Retirement Plan Covered Compensation Excess
Amounts for that Plan Year.

     

    b. The
Retirement Plan Covered
Compensation Excess Amount under the Plan for a Participant under this Section
5.5 shall be credited by the Employer as soon as practicable after the time the
related accruals and contributions are made under the Profit Sharing Plan, and
no later than ninety (90) days after the end of the Plan Year that includes the
time that the related contributions and allocations are made under the Profit
Sharing Plan.

     

    5.6           Supplemental Credit
Amount

     

    a. The
Employer shall provide and credit a Supplemental Credit Amount if elected and
deferred by the Corporation under this Plan for each Participant; except that
the Committee may, in its discretion, prior to any Plan Year, make a
determination not to provide for the election and crediting of Supplemental
Credit Amounts for that Plan Year.

     

    b. The
Supplemental Credit Amount under the Plan for a Participant under
this Section 5.6shall be credited by the Employer as soon as practicable
after the beginning of the Plan Year for which an election is made, and no later
than ninety (90) days after the end of the Plan Year.

     

    5.7           Required Elections to Defer
Excess Amounts

     

    The
deferral, allowance, provision of and crediting of a Qualified Employer Plan
Excess Amount shall be made and administered under this Plan if and to the
extent elected by a Participant in such Participant’s Election made pursuant to
and in accordance with the terms and provisions of Article IV. Provided, that
Retirement Plan Excess Amounts deferred under this Plan are separately provided
for and made payable under the Plan pursuant to and in accordance with Section
7.13 of the Plan; and Supplemental Credit Amounts are elected and made payable
as determined by the Committee in accordance with Section 4.3(b) of the
Plan.

     

    ARTICLE VI

    BENEFIT
ACCOUNTS

     

    6.1           Determination of
Account

     

    As of
each Determination Date, a Participant’s Account shall consist of the balance of
the Participant’s Account as of the immediately preceding Determination Date,
plus the Participant’s Deferred Compensation  credited pursuant to
Article V since the immediately preceding Determination Date, plus investment
return credited as of such Determination Date pursuant to Section 6.2, minus the
aggregate amount of distributions, if any, made from such Account since the
immediately preceding Determination Date.

     

    6.2           Crediting of Investment
Return; Other Items to Participant Accounts

     

    The
Account of each Participant shall be periodically credited and increased, or
debited and reduced, as the case may be, by the amount of investment return
specified under Section 6.3. The

     


    
      
         


      

      
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    Account
of each Participant shall also be debited and credited for any deemed purchases
or sales of, or other deemed transactions involving securities provided for
under the Plan. The Account,  shall be so credited and debited not
less frequently than monthly in the manner established and determined from time
to time by the Committee, in its sole discretion. The manner in which the
Committee determines that a Participant’s Account shall be so debited or
credited shall be described in written rules or procedures which shall be stated
from time to time by a written description thereof which shall be attached to
this Plan as Exhibit “D,” and furnished to the Participants in the
Plan.

     

    6.3           Investment Return;
Designated Deemed Investment

     

    The
Investment Return shall be determined in the manner specified in Exhibit “C”
attached hereto.

     

    To the
extent the Investment Return specified in Exhibit “C” attached hereto, applied
to a Participant’s deferrals includes a rate that is to be determined from
deemed investment of such  Participant’s Account in investment options
specified therein, the Committee shall prescribe the manner and form in which a
Participant may designate the deemed investment of deferrals and other amounts
in his or her Account. A Participant will be allowed to change such designation
of deemed investment monthly or with such other frequency as specified by the
Committee, in its sole discretion. Provided, that notwithstanding anything to
the contrary stated or implied by the Plan, including all Exhibits thereto, the
use, reference to or consideration of any such deemed investments made by the
Committee or Plan, or designated by Participants, the Committee and the
Corporation shall not be obligated to make or cause to be made any particular
type or form of investment with respect to the funding or payment of the Plan
Benefits or Accounts of Participants under the Plan, and no Participant shall
have the right to direct or in any manner control any actual investments, if
any, made by the Employer or any other person for purposes of providing funds
for paying liabilities of the Employer for benefits or otherwise under the
Plan.  No Participant shall have any ownership or beneficial interest
in any such actual investments made by the Employer.

     

    6.4           Statement of
Account

     

    The
Committee shall provide to each Participant a statement each calendar quarter
setting forth the balance or balances of such Participant’s Account which have
attributed an Investment Return as of the end of the calendar quarter showing
all adjustments made thereto during such calendar quarter.

     

    6.5           Vesting of Participant
Accounts

     

    Except as
provided in Sections 10.1 and 10.2, below, a Participant shall be one hundred
percent (100%) vested in his or her Account,  at all times: provided
that  the vesting of a Participant’s Retirement Plan Excess Account
shall be determined in like manner as the vesting of the Participant’s accrued
benefit under the Retirement Plan.

     


    
      
         


      

      
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    ARTICLE
VII

    PAYMENT OF
BENEFITS

     

    7.1           Requirements for
Distributions and Payments

     

    Notwithstanding
anything to the contrary expressed or implied herein, the following requirements
stated in this Section 7.1 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.

     

    
      	
              (a)  

            	
              Any
      Compensation deferred under the Plan shall not be distributed earlier
      than

            


    

     

    
      	
              (1)  

            	
              separation
      from Service of the Participant,

            


    

     

    
      	
              (2)  

            	
              the
      date the Participant becomes
Disabled,

            


    

     

    
      	
              (3)  

            	
              death
      of the Participant,

            


    

     

    
      	
              (4)  

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

            


    

     

    
      	
              (5)  

            	
              a
      Change in Ownership or Control, or

            


    

     

    
      	
              (6)  

            	
              the
      occurrence of an Unforeseeable
Emergency.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      the foregoing, in the case of a 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.

            


    

     

    
      	
              (c)  

            	
              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.

            


    

     

    
      	
              (d)  

            	
              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.

            


    

     


    
      
         


      

      
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    7.2           Payment of Plan Benefit;
Long-Term Deferrals

     

    Subject
to the requirements stated in Section 7.1, above, and Section 7.7 below, a
Long-Term Deferral of Deferred Compensation shall be paid and distributed to the
Participant at the Normal Specified Time of Distribution elected by a
Participant (the Participant’s Separation from Service after attaining fifty
(50) years of age and the completion of five (5) years of service with the
Corporation). The Employer shall pay to the Participant the Plan Benefit in the
form of payment specified and elected in the Participant’s Election and
Participation Agreement pursuant to Section 7.5.

     

    7.3           Payment of Plan Benefit;
Short-Term Deferrals

     

    Subject
to the requirements stated in Section 7.1, above, and Section 7.7 below, a
Short-Term Deferral of Compensation elected by a Participant shall be paid and
distributed to a Participant at the Specified Time or pursuant to the Fixed
Schedule designated and elected by the Participant in his or her Election and
Participation Agreement. The Employer shall pay to the Participant the Plan
Benefit in the form of benefit specified and elected in the Participant’s
Election pursuant to Section 7.5; provided, that no part of a Short-Term
Deferral may be paid prior to five (5) years following the Participant’s
Election thereof.

     

    7.4           Specified Employee Six (6)
Month Required Delay in Distribution and Payment

     

    In the
case of any Participant who is a Specified Employee as of the date of a
Separation from Service, distribution and payments of any deferred compensation
and Plan Benefit may not be made before the date that is six (6) months after
the date of Separation from Service (or, if earlier than the end of the
six-month period, the date of death of the Specified Employee). For this
purpose, a Participant who is not a Specified Employee as of the date of a
Separation from Service will not be treated as subject to this requirement even
if the Participant would have become a Specified Employee if the Participant had
continued to provide services through the next Specified Employee Effective
Date; and a Participant who is treated as a Specified Employee as of the date of
a Separation from Service will be subject to this requirement even if the
Participant would not have been treated as a Specified Employee after the next
Specified Employee Effective Date had the Specified Employee continued in
employment with the Corporation through the next Specified Employee Effective
Date. The required delay in payment is met if payments to which a Specified
Employee would otherwise be entitled during the first six (6) months following
the date of Separation from Service are accumulated and paid on the first day of
the seventh month following the date of Separation from Service, or if each
payment to which a Specified Employee is otherwise entitled upon a Separation
from Service is delayed by six (6) months. The Committee shall have and retain
discretion to choose which method will be implemented, provided that no direct
or indirect election as to the method may be provided to the Participant. For an
affected Specified Employee, a date upon which the Committee or the Corporation
designates that the payment will be made after the six-month delay is treated as
a fixed payment date for purposes of the other requirements of the Plan once the
Separation from Service has occurred.

     


    
      
         


      

      
        - 23
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    7.5           Form of Distribution and
Payment

     

    The Plan
Benefit payable to a Participant for Deferred Compensation shall be distributed
and paid in one of the following forms, as elected by the Participant in and at
the time of his or her Election.

     

    
      	
              (a)  

            	
              For
      Participants who elect a Long-Term Deferral, the Plan Benefit shall be
      distributed and paid in one of the following elected forms elected by the
      Participant in such Election:

            


    

     

    
      	
              (1)  

            	
              In
      annual payments of the vested Account balance, on and after the payment
      commencement date over a period of either five (5) or fifteen (15) years
      (together, in the case of each annual payment, with Investment Return
      thereon credited after the payment commencement date pursuant to Section
      6.2), with the amount of each such annual payment to be determined by
      multiplying the remaining principal amount and undistributed income in the
      Participant’s Account by a fraction, the numerator of which is one (1) and
      the denominator of which shall be the number of remaining annual payments,
      including the payment then being calculated;
or

            


    

     

    
      	
              (2)  

            	
              A
      lump sum.

            


    

     

    
      	
              (b)  

            	
              For
      Participants who elect a Short-Term Deferral, the Plan Benefit shall be
      distributed and paid in one of the following forms elected by the
      Participant in such Election:

            


    

     

    
      	
              (1)  

            	
              Annual
      payments of a fixed amount which shall amortize the vested Account
      balance, on and after the payment commencement date over a period of from
      two (2) to four (4) years (together, in the case of each annual payments
      with Investment Return thereon credited after the payment commencement
      date pursuant to Section 6.2), with the amount of each such annual payment
      to be determined by multiplying the remaining principal amount and
      undistributed income in the Participant’s Account by a fraction, the
      numerator of which is one (1) and the denominator of which shall be the
      number of remaining annual payments, including the payment then being
      calculated; or

            


    

     

    
      	
              (2)  

            	
              A
      lump sum.

            


    

     

    
      	
              (c)  

            	
              For
      any Participant who has an Early Separation from Service, the Plan Benefit
      shall be distributed in a single lump sum payment, except for Short-Term
      Deferral installment payments that have already commenced, as provided for
      in Section 7.7 below.

            


    

     


    
      
         


      

      
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    7.6           Distribution and Payment for
Subsequent Elections

     

    Subject
to the provisions of Section 7.1, above, if a Subsequent Election is made
pursuant to the Plan, the payment and distribution shall be made at the
Subsequent Election Time of Distribution that is elected and determined in and
by such Subsequent Election.

     

    7.7           Distribution and Payment for
Early Separation from Service

     

    Subject
to the requirements stated in Section 7.1, above, and notwithstanding the
foregoing provisions in Sections 7.2 and 7.3, a Long-Term Deferral and/or
Short-Term Deferral shall be paid and distributed to a Participant upon his/her
Early Separation from
Service., The Employer shall pay to the Participant his/her Plan Benefit in a
single lump sum payment equal to the balance of the Participant’s Account
determined pursuant to Article VI. This lump sum payment shall be made
notwithstanding any other period or time of payment that has been elected by the
Participant. Provided, that any installment payments of a Short-Term Deferral to
the Participant that have commenced and not been completed at such time shall
continue to be paid in accordance with the existing schedule of
payments.

     

    7.8           Distribution and Payment of
Plan Benefit Upon Disability

     

    Subject
to the requirements stated in Section 7.1, above, if a Participant becomes
Disabled, the Employer shall distribute and pay to the Participant, or the
Participant’s personal representative, a Plan Benefit. The payment and
distribution shall be made upon the date the Participant is determined by the
Committee to be Disabled. Notwithstanding any other provisions of the Plan, a
cancellation of a Participant's Election with respect to deferral of
compensation may be made by the Participant or the Committee where such
cancellation occurs by the later of the end of the taxable year of the
Participant or the 15th day of the third month following the
date the Participant incurs a Disability. For purposes of this paragraph, a Disability refers to any medically determinable physical or
mental impairment resulting in the Participant's inability to perform the duties
of his or her position or any substantially similar position, where such
impairment can be expected to result in death or can be expected to last for a
continuous period of not less than six (6) months.

     

    7.9           Distribution and Payment of
Plan Benefit Upon Death

     

    Subject
to the requirements stated in Section 7.1, above, upon the death of a
Participant the Participant’s Account shall be paid to the Participant’s
Beneficiary. If the Participant has elected Long-Term Deferral, the Plan Benefit
shall be paid to the Beneficiary over the time period elected by the Participant
commencing as soon as practicable after the time of death of the Participant. If
the Participant has elected a Short-Term Deferral, the Plan Benefit shall be
paid to the Beneficiary in a single lump sum payment. However, the Retirement
Plan Excess Amount will be paid to the same beneficiary as the Retirement Plan
benefit.

     

    7.10           Payment of Deferrals for
Unforeseeable Emergency

     

    Subject
to the requirements stated in Section 7.1, above, in the case of an
Unforeseeable Emergency, a Participant may apply in writing to the Corporation,
or its designated agent, for the immediate distribution of all or part of his or
her Plan Benefit; provided, that such a distribution

     


    
      
         


      

      
        - 25
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    shall not
exceed the amounts necessary to satisfy the emergency involved 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). In addition, the
Participant must continue to defer Compensation subsequent to such distribution
in accordance with the Participant’s Election and will not be permitted to elect
to defer Compensation attributable to the calendar year subsequent to the
calendar year of the distribution. The Corporation shall have the sole
discretion as to whether such distribution shall be made, and its determination
shall be final and conclusive. In making its determinations, the Corporation
shall follow a uniform and nondiscriminatory practice.

     

    7.11           Commencement of
Distributions and Payments

     

    Subject
to the requirements stated in Section 7.1, above, and except as otherwise
provided in Section 7.2, the commencement of payments under Sections 7.1 through
7.4, above, shall begin at the time specified by the Participant in his or her
Election and Participation Agreement consistent with the terms and provisions of
the Plan or Subsequent Election.

     

    Except as
otherwise expressly specified in the Plan, a distribution or payment shall be
treated as made upon the date specified under the Plan if the payment is made at
such date or a later date within the same taxable year of the Participant or, if
later, by the 15th day of the third calendar month following the date specified
under the Plan and the Participant is not permitted, directly or indirectly, to
designate the taxable year of the payment. In addition, a distribution or
payment shall be treated as made upon the date specified under the Plan and
shall not treated as an accelerated payment if the payment is made no earlier
than thirty (30) days before the designated payment date and the Participant is
not permitted, directly or indirectly to designate the taxable year of the
payment. For purposes of this paragraph, if the date specified is only a
designated taxable year of the Participant, or a period of time during such a
taxable year, the date specified under the Plan is treated as the first day of
such taxable year or the first day of the period of time during such taxable
year, as applicable. If calculation of the amount of the distribution or payment
is not administratively practicable due to events beyond the control of the
Participant (or Participant's beneficiary), the distribution or payment will be
treated as made upon the date specified under the Plan if the distribution or
payment is made during the first taxable year of the Participant in which the
calculation of the amount of the distribution or payment is administratively
practicable. For purposes of this section, the inability of a Corporation to
calculate the amount or timing of a distribution or payment due to a failure of
a Participant (or Participant's beneficiary) to provide reasonably available
information necessary to make such calculation does not constitute an event
beyond the control of the Participant.

     

    7.12           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

     


    
      
         


      

      
        - 26
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    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.

     

    7.13           Retirement Plan Excess
Amount

     

    Subject
to the requirements stated in Section 7.1, above, the Corporation shall pay to a
Participant or his or her survivor Beneficiary, as the case may be, a Retirement
Plan Excess Amount elected to be deferred and credited for the Participant by
the Corporation that shall be equal to the amount by which such Participant’s
retirement benefit under the Retirement Plan is reduced by reason of the
deferred Compensation elected by the Participant under the Plan not being taken
into account in the calculation of such Participant’s retirement benefit under
the Retirement Plan, but only if such deferred Compensation is not taken into
account in determining a retirement benefit or payment payable to such
Participant under the ONEOK, Inc., 2005 Supplemental Executive Retirement Plan
(SERP), nor under any other plan, arrangement or agreement of the Corporation
other than this Plan

     

    The
Retirement Plan Excess Amount payable to a Participant, or his or her
Beneficiary, under this Section 7.13 shall be paid commencing at the date of the
Participant’s Normal Specified Time of Distribution under this Plan and the
amount thereof shall be calculated pursuant to the Retirement Plan benefit
formula in the manner it would be calculated if the Participant commenced
payment of his/her Retirement Plan benefits at that time. However, if
Participant is a SERP participant, the time and form of payment of the
Participant’s Retirement Plan Excess Amount under this Plan shall be the time
and form of payment that the Participant has made or makes under the SERP as to
the time and form of payment of his/her benefits under the SERP; provided that
such election under the SERP shall be considered an election by the Participant
under this Plan that is subject to application of all pertinent requirements,
restrictions and limitations of this Plan with respect to the time of making and
effect of an Election or Subsequent Election, and/or the prohibition of an
acceleration of payment of the Retirement Plan Excess Amount; and provided
further, that to the extent that such an election would not comply with any of
such requirements, restrictions or limitations, the time of payment shall be the
Normal Specified Time of Distribution. The Retirement Plan Excess Amount shall
be paid in the form of a 50% joint and survivor annuity, as defined in the
Retirement Plan, if the Participant is married at the time of the Corporation’s
Election, and shall be paid in the form of a single (straight) life annuity, as
defined in the Retirement Plan, if the Participant is single at the time of the
Corporation’s Election. The form of payment can be changed by Participant prior
to commencement to another actuarially equivalent form of monthly
annuity.

     

    ARTICLE
VII

    BENEFICIARY
DESIGNATION

     

    8.1           Beneficiary
Designation

     

    Each
Participant shall have the right, at any time, to designate any person or
persons as his or her Beneficiary to whom payment under the Plan shall be made
in the event of the Participant’s

     


    
      
         


      

      
        - 27
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    death
prior to complete distribution to the Participant of his or her Account;
provided, that the Retirement Plan Excess Amount shall be paid to the
Participant’s beneficiary for Retirement Plan benefits. Any Beneficiary
designation shall be made in a written instrument provided by the Committee. All
Beneficiary designations must be filed with the Corporation and shall be
effective only when received in writing by the Corporation.

     

    8.2           Amendments

     

    Any
Beneficiary designation may be changed by a Participant by the filing of a new
Beneficiary designation, which will cancel all the Participant’s prior
Beneficiary designations filed with the Committee.

     

    8.3           No
Designation

     

    If a
Participant fails to designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Participant, then the Participant’s
designated Beneficiary shall be deemed to be the Participant’s
estate.

     

    8.4           Effect of
Payment

     

    Payment
to a Participant’s Beneficiary (or, upon the death of a primary Beneficiary, to
the contingent Beneficiary or, if none, to the Participant’s estate) shall
completely discharge the Employer’s obligations under the Plan.

     

    ARTICLE
IX

    ADMINISTRATION

     

    9.1           Plan Committee; Authority
and Duties

     

    
      	
              (a)  

            	
              The
      Plan shall be administered by the Committee, which shall consist of not
      less than three (3) members, appointed from time to time by the Board to
      serve at the pleasure of the Board.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      anything to the contrary expressed or implied herein, no member of the
      Committee shall have any right or authority to act, vote or decide upon
      any matter relating solely to such member under the Plan, or to act, vote
      upon or decide any issue or case in which such member's individual right
      to receive any Compensation under the Plan is particularly involved, or to
      take any action that would change or accelerate the deferral or payment of
      Compensation or benefits to such member in a manner or at a time not
      provided for under the Plan. In any case in which a member of the
      Committee is so disqualified to act and the remaining members cannot
      agree, or in any case where a majority or all of the members of the
      Committee are so disqualified, the Executive Compensation Committee of the
      Board shall appoint a substitute member or members of the Committee to
      exercise all powers of the disqualified member or members concerning the
      matter involved, or in the alternative the Executive Compensation
      Committee may, in its discretion, assume authority to act upon and
      decide the issues and case involved, with any such action and decision by
      it

            


    

     


    
      
         


      

      
        - 28
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              to
      be final and binding with respect to the Plan, Participants or other
      persons involved.

               

              The Committee and its members shall have no
      discretion to allow or cause distribution or payment of the Account or any
      deferred compensation to any Participant at a time or in a form or manner
      that is not in accordance with the terms and provisions of the Plan,
      including the requirements of Section 7.1, above, and the requirements of
      Code Section 409A.

            


    

     

    
      	
              (c)  

            	
              The
      Committee shall supervise the administration and operation of the Plan,
      may from time to time adopt rules and procedures governing the Plan and
      shall have authority to give interpretive rulings with respect to the
      Plan. The Committee shall have such other powers and duties as are
      specified in this Plan as the same may from time to time be constituted,
      and not in limitation but in amplification of the foregoing, the Committee
      shall have power, in its discretion to the exclusion of all other persons,
      to interpret the provisions of this instrument, to decide any disputes
      which may arise hereunder; to construe and determine the effect of
      Participant Agreements, Elections, beneficiary designations, and other
      actions and documents; to determine, in its discretion, all questions that
      shall arise under the Plan, including questions as to the rights of
      Employees to become Participants, as to the rights of Participants, any
      Beneficiary or other person with respect to the Plan, and including
      questions submitted by the trustee of a Trust created under Section 11.2
      on all matters necessary for it properly to discharge its duties, powers,
      and obligations; to employ legal counsel, accountants, consultants and
      agents; to establish and modify such rules, procedures and regulations for
      carrying out the provisions of the Plan not inconsistent with the terms
      and provisions hereof, as the Committee, in its discretion, may determine;
      and in all things and respects whatsoever, without limitation, to direct
      the administration of the Plan and any such Trust with the trustee being
      subject to the direction of the
Committee.

            


    

     

    
      	
              (d)  

            	
              The
      Committee may supply any omission or reconcile any inconsistency in this
      instrument in such manner and to such extent as it shall deem expedient to
      carry the same into effect and it shall be the sole and final judge of
      such expediency.

            


    

     

    
      	
              (e)  

            	
              The
      Committee may adopt such rules and regulations with respect to the
      signature by an Employee, Participant and/or Beneficiary as to any
      agreements, Elections or other papers to be signed by Employees or
      Participants or Beneficiaries and similar matters as the Committee shall
      determine in view of the laws of any state or
  states.

            


    

     

    
      	
              (f)  

            	
              The
      Committee shall maintain or cause to be maintained complete and adequate
      records pertaining to the Plan, including but not limited to the Accounts
      of Participants, all matters involving any Trust of the Plan, and all
      other records which the Committee in its discretion determines are
      necessary or desirable in the administration of the
  Plan.

            


    

     


    
      
         


      

      
        - 29
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              (g)  

            	
              Any
      act which the Plan authorizes or requires the Committee to do may be done
      by a majority of the then members of the Committee. The action of such
      majority of the members expressed either by a vote at a meeting or in
      writing without a meeting, shall constitute the action of the Committee
      and shall have the same effect for all purposes as if assented to by all
      of the members of the Committee at the time in office, provided, however,
      that the Committee may, in specific instances, authorize one (1) of its
      members to act for the Committee when and if it is found desirable and
      convenient to do so.

            


    

     

    9.2           Agents

     

    The
Committee may appoint an individual, who may be an employee of the Corporation,
to be the Committee’s agent with respect to the day-to-day administration of the
Plan. In addition, the Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Corporation.

     

    9.3           Binding Effect of
Decisions

     

    Any
decision or action of the Committee with respect to any question arising out of
or in connection with the administration, interpretation and application of the
Plan shall be final and binding upon all persons having any interest in the
Plan.

     

    9.4           Indemnity of
Committee

     

    The
Corporation shall indemnify and hold harmless the members of the Committee and
their agents duly appointed under Section 9.2 against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to the Plan, except in the case of gross negligence or willful
misconduct by any such member or agent of the Committee.

     

    ARTICLE
X

    AMENDMENT
AND TERMINATION OF PLAN

     

    10.1           Amendment

     

    
      	
              (a)  

            	
              The
      Corporation, on behalf of itself and of each Subsidiary may by action of
      the Board at any time amend, modify, suspend or reinstate any or all of
      the provisions of the Plan, except that no such amendment, modification,
      suspension or reinstatement may adversely affect any Participant’s
      Account, as it existed as of the day before the effective date of such
      amendment, modification, suspension or reinstatement, without such
      Participant’s prior written
consent.

            


    

     

    
      	
              (b)  

            	
              The
      Plan may also be so amended or modified by resolution of the Committee or
      by the Committee executing a written instrument containing such amendment
      or modification (pursuant to authority which has been duly delegated to
      the Committee by the Board and is hereby acknowledged and recognized);
      provided, that no amendment or modification of the Plan to increase any
      compensation of or benefits provided to Participants under the Plan, and
      no termination of the

            


    

     


    
      
         


      

      
        - 30
-

        
          

        

      

      
         


      

    

     

    
      	
                

            	
              Plan
      shall be made unless such amendment or modification, or termination, is
      authorized pursuant to a resolution duly adopted by the Board. Any action
      by resolution or a written instrument by the Committee shall be presumed
      to be effective without necessity of further action or approval of the
      Board. In the event any issue should arise with respect to respective
      authority of the Committee, or of the Board, and amendments or
      modifications of the Plan made by them that are or appear to be
      inconsistent, final authority shall be reserved to and exercisable by the
      Board and its action to amend or modify the Plan shall take
      precedence.

               

              Written notice of any amendment or other action
      with respect to the Plan shall be given to each
    Participant.

            


    

     

    10.2           Termination

     

    The
Corporation, on behalf of itself and of each Subsidiary, in its sole discretion,
may by action pursuant to a resolution adopted by the Board terminate this Plan
at any time and for any reason whatsoever. Upon termination of the Plan, the
Committee shall take those actions necessary to administer any Participant
Accounts existing prior to the effective date of such termination; provided,
however, that a termination of the Plan shall not adversely affect the value of
a Participant’s Account, the crediting of investment return under Section 6.2,
or the timing or method of distribution of a Participant’s Account, without the
Participant’s prior written consent.

     

    ARTICLE
XI

    PLAN
EFFECT, LIMITATIONS,

    MISCELLANEOUS
PROVISIONS

     

    11.1           Nature of Employer
Obligation; Funding

     

    Participants,
their Beneficiaries, and their heirs, successors and assigns, shall have no
secured interest or claim in any property or assets of the Employer. The
Employer’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Employer to pay money in the future.

     

    11.2           Trusts; Transfers of Assets,
Property

     

    
      	
              (a)  

            	
              Notwithstanding
      the foregoing, in the event of a Change in Ownership or Control, the
      Corporation shall create an irrevocable Trust, or before such time the
      Corporation may create an irrevocable or revocable Trust, to hold funds to
      be used in payment of the obligations of Employers under the
      Plan.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      anything otherwise expressed or implied herein, in the case of any assets
      set aside (directly or indirectly) in a such a Trust (or other arrangement
      determined by Treasury Regulations or otherwise pursuant to Code Section
      409A) for purposes of paying deferred compensation under the Plan, no such
      assets (or such a Trust or other arrangement) shall ever be located or
      transferred outside the United
States.

            


    

     


    
      
         


      

      
        - 31
-

        
          

        

      

      
         


      

    


    
      	
              (c)  

            	
              In
      the event of a Change in Ownership or Control or prior thereto, the
      Employers shall fund such Trust in an amount equal to not less than the
      total value of the Participants’ Accounts under the Plan as of the
      Determination Date immediately preceding the Change in Ownership or
      Control, provided that any funds contained therein shall remain liable for
      the claims of the general creditors of the respective
      Employers.

            


    

     

    
      	
              (d)  

            	
              Pursuant
      to this Section 11.2, the Corporation may, without further reference to or
      action by any Employee, Participant, or any Beneficiary from time to time
      enter into such further agreements with a trustee or other parties, and
      make such amendments to said trust agreement or such further agreements,
      as the Corporation may deem necessary or desirable to carry out the Plan;
      from time to time designate successor trustees of such a Trust; and from
      time to time take such other steps and execute such other instruments as
      the Corporation may deem necessary or desirable to carry out the Plan. The
      Committee shall advise the trustee of any such Trust in writing with
      respect to all Plan Benefits which become payable under the terms of the
      Plan and shall direct the trustee to pay such Plan Benefits from the
      respective Participants’ Accounts, and the Committee shall have authority
      to otherwise deal with and direct the trustee of such a Trust in matters
      pertinent to the Plan.

            


    

     

    
      	
              (e)  

            	
              It
      is intended that any Trust created hereunder is to be treated as a
      “grantor” trust under the Code, and the establishment of such a Trust is
      not intended to cause a Participant to realize current income on amounts
      contributed thereto, such a Trust is not intended to cause the Plan to be
      “funded” under ERISA and the Code, and any such Trust shall be so
      interpreted, and such Trust shall be funded in a manner that assets set
      aside or transferred to such Trust shall not be treated under Code Section
      409A as property transferred in connection with the performance of
      services by reason of such assets being located or transferred outside the
      United States.

            


    

     

    
      	
              (f)  

            	
              Notwithstanding
      anything to the contrary expressed or implied herein, no transfer of
      assets shall be made under or in connection with the Plan or Compensation
      deferred under the Plan that would constitute a transfer of property
      within the meaning of Code Section 83 with respect to such Compensation by
      reason of such assets becoming restricted to the provision of benefits
      under the Plan in connection with a change in the Corporation’s financial
      health, as provided for under Code Section 409A, and Treasury Regulations
      issued thereunder.

            


    

     

    11.3           Nonassignability

     

    No right
or interest under the Plan of a Participant or his or her Beneficiary (or any
person claiming through or under any of them), shall be assignable or
transferable in any manner or be subject to alienation, anticipation, sale,
pledge, encumbrance or other legal process or in any manner be liable for or
subject to the debts or liabilities of any such Participant or
Beneficiary.  If any Participant or Beneficiary shall attempt to or
shall transfer, assign, alienate, anticipate,

     


    
      
         


      

      
        - 32
-

        
          

        

      

      
         


      

    


    sell,
pledge or otherwise encumber his or her benefits hereunder or any part thereof,
or if by reason of his or her bankruptcy or other event happening at any time
such benefits would devolve upon anyone else or would not be enjoyed by him or
her, then the Committee, in its discretion, may terminate such Participant’s or
Beneficiary’s interest in any such benefit (including the Account) to the extent
the Committee considers necessary or advisable to prevent or limit the effects
of such occurrence. Termination shall be effected by filing a written instrument
with the Secretary of the Corporation and making reasonable efforts to deliver a
copy to the Participant or Beneficiary whose interest is adversely affected (the
“Terminated Participant”).

     

    As long
as the Terminated Participant is alive, any benefits affected by the termination
shall be retained by the Employer and, in the Committee’s sole and absolute
judgment, may be paid to or expended for the benefit of the Terminated
Participant, his or her spouse, his or her children or any other person or
persons in fact dependent upon him or her in such a manner as the Committee
shall deem proper. Upon the death of the Terminated Participant, all benefits
withheld from him or her and not paid to others in accordance with the preceding
sentence shall be disposed of according to the provisions of the Plan that would
apply if he or she died prior to the time that all benefits to which he or she
was entitled were paid to him or her.

     

    11.4           Captions

     

    The
captions contained herein are for convenience only and shall not control or
affect the meaning or construction hereof.

     

    11.5           Governing
Law

     

    The
provisions of the Plan shall be construed and interpreted according to the laws
of the State of Oklahoma.

     

    11.6           Successors

     

    The
provisions of the Plan shall bind and inure to the benefit of the Corporation,
its Subsidiaries, and their respective successors and assigns. The term
“successors” as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Corporation or a
Subsidiary and successors of any such corporation or other business
entity.

     

    11.7           No Right to Continued
Service

     

    Nothing
contained herein shall be construed to confer upon any Eligible Employee the
right to continue to serve as an Eligible Employee of the Employer or in any
other capacity.

     

     

    ONEOK,
Inc.

     

    


     

    By: 


      
                                                            


    
      
         


      

      
        - 33
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      EXHIBIT
A

    

     

    ONEOK,
Inc.

    2005
NONQUALIFIED DEFERRED COMPENSATION PLAN

     

    
      	
              Re:

            	
              Section
      3.1 – Eligible Employees

            


    

     

    
      	
               
      

            	
              Effective
      Date:  December 18, 2008

            


    

     

    Except as
otherwise specifically determined by the Committee, the Committee has determined
that the Chief Executive Officer of the Corporation is and shall in all cases be
an Eligible Employee, and other Eligible Employees who may participate in the
Plan shall be designated in writing by the Chief Executive Officer, or his
designee, each Plan Year during the period after November 1 and prior to the
next January 1 (“Designation Period”), with such designation to indicate the
Eligible Employees for the Plan Year next following such Designation Period who
shall be each Employee who (i) had Base Salary on November 1 of that Plan Year,
which places such Employee in the group of Employees consisting of the top two
percent (2%) of the Employees when ranked on the basis of Base Salary, (ii) is
either an Officer of the Corporation or a highly compensated employee as defined
in Code section 414(q), and (iii) is so designated by name in writing in an
instrument signed by the Chief Executive Officer of the Corporation, or his
designee. The designation of Eligible Employees for a Plan Year shall be
reported to the Committee and Board in accordance with their
directions.

     

    An
Employee must be an Eligible Employee prior to the beginning of a Plan Year in
order to participate in the Plan for such Plan Year, unless otherwise determined
by the Committee.

     

    A list of
the Eligible Employees who are so designated and approved for a Plan Year shall
be made by the Chief Executive Officer, or his designee, the Committee, or by a
duly authorized representative of the Committee, and be maintained with the Plan
in the records of the Corporation.

     


    
      
         


      

      
        - 34
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      EXHIBIT
B

    

     

    ONEOK,
Inc.

    2005
NONQUALIFIED DEFERRED COMPENSATION PLAN

     

    
      	
              Re:

            	
              Section
      4.1 – Amount of Deferral

            


    

     

    
      	
               
      

            	
              Effective
      Date: December 18, 2008

            


    

     

    As of the
date above, and effective until this Exhibit is modified by the Committee and
Board, the table below indicates the types of compensation that are eligible for
deferral by and in an Election of a Participant or the Corporation at the
designated percentages stated:

     

    
      	
              Type of Compensation

            	
              Minimum
      Percentage

              That Must Be Deferred

            	
              Maximum
      Percentage That May Be
      Deferred

            
	
              Base
      Salary

            	
              2%

            	
              *90%

            
	
              Bonus
      (or the portion above a specified threshold)

            	
              10%

            	
              *90%

            
	
               

              Type of Compensation

            	
              Percentage
      That

              Must Be Deferred

            	 
      
	
              Qualified
      Employer Plan Amounts

            	
              100%

            	 
      
	
              Supplemental
      Credit Amounts

            	
              100%

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    A
Participant may defer Base Salary or Bonus only in 1% increments
thereof.

     

    *The
Participant’s deferral shall be after deductions and withholding of amounts
applicable to deferrals made by the Participant pursuant to other employee
benefit plans of the Employer under Code Sections 125 and 401(k), and after
deduction and withholding of all income and employment taxes required, as
determined by the Committee and Employer, under uniform rules and
procedures.

     


    
      
         


      

      
        - 35
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      EXHIBIT
C

    

     

    ONEOK,
Inc.

    2005
NONQUALIFIED DEFERRED COMPENSATION PLAN

     

    
      	
              Re:

            	
              Section
      2.1 – Investment Return

            


    

     

    
      	
               
      

            	
              Date:
      December 18, 2008

            


    

     

    
      	
              A.  

            	
              Long-Term
      Deferrals

            


    

     

    The
Investment Return on a Participant’s Account for Long-Term
Deferrals  shall be the rate determined pursuant to the
following:

     

    
      	
              1.  

            	
              A
      Participant shall designate in writing to the Committee or its designee
      such deemed investments of the amount or amounts of his/her Account that
      are Long-Term Deferrals in the manner and form, and at such times as
      prescribed by the Committee.

            


    

     

    
      	
              2.  

            	
              Unless
      otherwise determined in written action of the Committee that is described
      in a written explanation furnished to Participants prior to it becoming
      effective, the Plan shall provide for an Investment Return on Long-Term
      Deferrals based upon the notional or deemed investments directed from time
      to time by the Participant of his or her Long-Term Deferrals in one or
      more of the investment options then being provided for participant
      directed investments under the Thrift Plan and Profit Sharing Plan. The
      Committee and its designees shall establish administrative procedures for
      allowing Participant direction of deemed investment and the determination
      of the Investment Return thereon for Long-Term Deferrals of
      Participants.

            


    

     

    
      	
              3.  

            	
              A
      Participant shall be allowed to change such designation at least once each
      calendar quarter, or more frequently as determined by the Committee, in
      its sole discretion. Such Investment Return shall be determined and
      calculated in the manner determined by the Committee, in its sole
      discretion, and added to or deducted from the amount or amounts of his/her
      Account that are Long-Term Deferrals periodically, not less frequently
      than annually. Such Investment Return Rate shall be so credited to or
      deducted from the amount or amounts of a Participant’s Account that are
      Long-Term Deferrals until all payments with respect thereto have been made
      to the Participant, or to the Participant’s designated Beneficiary
      pursuant to the Plan. The Employer shall not be liable or otherwise
      responsible for any decrease in a Participant’s Account because of the
      investment performance resulting from application of the foregoing
      provisions which make the Investment Return on the amount or amounts of a
      Participant’s Long-Term Deferrals under the Plan equivalent to the
      investment return that is realized by deemed investment of the
      Participant’s Long-Term Deferrals in his or her Account in Thrift Plan or
      Profit Sharing Plan investment options designated by the
      Participant.

            


    

     


    
      
         


      

      
        - 36
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    Notwithstanding
the foregoing, the Employer shall not be required to actually invest amounts
deferred by a Participant nor the Account of any Participant in any particular
form, type or amount of investment, and no Participant shall have the right to
direct or in any manner control the actual investments, if any, made by the
Employer or any other person for purposes of providing funds for paying the
liabilities of the Employer for benefits or otherwise under the Plan; and a
Participant shall not have any ownership or beneficial interest in any such
actual investments that may be made by the Employer. In no event shall any
Participant or Beneficiary have a right to receive an amount under the Plan
other than that of a general unsecured creditor of the Employer notwithstanding
the foregoing provisions with respect to the measurement and determination of a
Participant’s Investment Return on his/her Long-Term Deferrals in his or her
Account by reference to the performance of deemed investments in Thrift Plan or
Profit Sharing Plan investment options designated by the
Participant.

     

    
      	
              4.  

            	
              A
      Participant shall be entitled to elect to have the Investment Return
      credited to and deducted from Long-Term Deferrals in his or her Accounts
      under the Plan.  A Participant shall make an Election of such
      Investment Return at the time and in the manner prescribed by the
      Committee.

            


    

     

    
      	
              B.  

            	
              Short-Term
      Deferrals

            


    

     

    For
amounts deferred by a Participant as a Short-Term Deferral, the Investment
Return will be the Five-Year Treasury Bond Rate as of the first business day of
January of the Plan Year; provided, that the Corporation may determine such
other Investment Return as it selects from time to time, in its
discretion.

     


    
      
         


      

      
        - 37
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      EXHIBIT
D

    

     

    ONEOK,
Inc.

    2005
NONQUALIFIED DEFERRED COMPENSATION PLAN

     

     

     

    
      	
              Re:

            	
              Section
      6.2 – Crediting and Debiting of Investment
  Return,

            


    

    
      	
               
      

            	
              Other
      Items To Participant Accounts

            


    

    
      	
               
      

            	
              Date:
      December 18, 2008

            


    

     

    
      	
              A.  

            	
              The
      Account of each Participant shall be periodically credited and increased,
      or debited and reduced, as the case may be, by the amount of Investment
      Return specified under Section 6.3 of the
Plan.

            


    

     

    
      	
              B.  

            	
              Except
      as otherwise provided herein, the Account shall be credited and debited
      with Investment Return and losses, if any, not less frequently than on a
      monthly basis after such Accounts have been adjusted for any deferrals,
      credits, debits, distributions and
payments.

            


    

     

    
      	
              C.  

            	
              A
      Participant’s Accounts will be charged with cost of any deemed purchases
      of securities and credited with proceeds of any deemed sales of securities
      which may be considered as made in respect to the Investment Return
      specified in Exhibit “C” of the Plan by reason of changes in deemed
      investments designated by such Participant, in substantially the same
      manner as would occur if such securities were being purchased or sold by a
      Participant under the Thrift Plan and/or Profit Sharing Plan. The
      Committee may, in its sole discretion, allocate, charge and credit other
      items and amounts to such deemed purchases and sales in a manner
      comparable to the administration of such items under the Thrift Plan
      and/or Profit Sharing Plan, as determined
  applicable.

            


    

     

    
      	
              D.  

            	
              All
      of a Participant’s deferrals of Base Salary in a calendar month shall be
      deemed to be made as of the date it otherwise would have been paid to the
      Participant.

            


    

     

    
      	
              E.  

            	
              A
      Participant deferral of Bonus will be credited and debited with Investment
      Return from the date of deferral.

            


    

     

    
      	
              F.  

            	
              Until
      a Participant or his or her Beneficiary receives his or her entire
      account, the unpaid balance thereof shall be credited and debited with
      Investment Return as provided in Section 6.2 of the
  Plan.

            


    

     

    
      	
              G.  

            	
              A
      Retirement Plan Excess Amount shall be determined, taken into account and
      made payable to a Participant as determined by the Committee in accordance
      with Section 7.13 of the Plan.

            


    

     


    
      
         


      

      
        - 38
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