exhibit_10-3.htm


     

    Exhibit
10.3

     

     

    

      ONEOK,
INC.

       

      2005
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

       

      As
Amended and Restated December 18, 2008

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ONEOK,
INC.

      2005
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      As
Amended and Restated December 18, 2008

       

      Table of
Contents

       

      Page

       

      
        	
                PURPOSE

              	
                1

              
	
                PART
      A.

              	
                EXCESS
      RETIREMENT BENEFITS

              	
                2

              
	
                ARTICLE
      I.     PURPOSE AND SCOPE OF PART
A

              	
                3

              
	
                1.1

              	
                Part
      A; Excess Retirement Benefits

              	
                3

              
	
                1.2

              	
                Separate
      Benefits

              	
                3

              
	
                1.3

              	
                Deferral
      of Compensation

              	
                3

              
	
                ARTICLE
      II.     ELIGIBILITY AND
    PARTICIPATION

              	
                3

              
	
                2.1

              	
                Eligibility
      for Selection

              	
                3

              
	
                2.2

              	
                Designation
      and Selection of Part A Participants in the Plan

              	
                3

              
	
                2.3

              	
                Scope
      of Part A Participation

              	
                4

              
	
                2.4

              	
                Election
      to Defer Compensation

              	
                4

              
	
                ARTICLE
      III.     EXCESS RETIREMENT
BENEFIT

              	
                5

              
	
                3.1

              	
                Excess
      Retirement Benefit

              	
                5

              
	
                3.2

              	
                Payment
      of Excess Retirement Benefit

              	
                6

              
	
                3.3

              	
                Specified
      Employee; Six (6) Month Required Delay in Payment

              	
                8

              
	
                3.4

              	
                Vesting
      of Excess Retirement Benefit

              	
                8

              
	
                3.5

              	
                Form
      of Payment

              	
                9

              
	
                3.6

              	
                Disability

              	
                9

              
	
                3.7

              	
                Death

              	
                9

              
	
                3.8

              	
                Nonqualified
      Deferred Compensation Plan Requirements

              	
                9

              
	
                ARTICLE
      IV.     BENEFICIARY

              	
                10

              
	
                ARTICLE
      V.      LEAVE OF ABSENCE

              	
                10

              
	
                ARTICLE
      VI.     ADMINISTRATION OF PART A OF THIS
      PLAN

              	
                10

              
	
                PART
      B.

              	
                SUPPLEMENTAL
      RETIREMENT BENEFITS

              	
                11

              
	
                ARTICLE
      I.        PURPOSE AND SCOPE OF
      PART B

              	
                12

              
	
                1.1

              	
                Part
      B, Supplemental Retirement Benefits

              	
                12

              
	
                1.2

              	
                Separate
      Benefits

              	
                12

              
	
                1.3

              	
                Deferral
      of Compensation

              	
                12

              
	
                ARTICLE
      II.   BENEFIT ACCOUNTS

              	
                12

              
	
                2.1

              	
                Eligibility
      for Selection

              	
                12

              


      


      
        
           
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                2.2

              	
                Designation
      and Selection of Part B Participants in the Plan

              	
                12

              
	
                2.3

              	
                Scope
      of Part B Participation

              	
                13

              
	
                2.4

              	
                Election
      to Defer Compensation

              	
                13

              
	
                ARTICLE
      III.     SUPPLEMENTAL RETIREMENT
    BENEFIT

              	
                14

              
	
                3.1

              	
                Supplemental
      Retirement Benefit

              	
                14

              
	
                3.2

              	
                Payment
      of Supplemental Retirement Benefit

              	
                16

              
	
                3.3

              	
                Specified
      Employee; Six (6) Month Required Delay in Payment

              	
                19

              
	
                3.4

              	
                Vesting
      of Supplemental Retirement Benefit

              	
                19

              
	
                3.5

              	
                Form
      of Payment

              	
                19

              
	
                3.6

              	
                Disability

              	
                20

              
	
                3.7

              	
                Death

              	
                20

              
	
                3.8

              	
                Nonqualified
      Deferred Compensation Plan Requirements

              	
                20

              
	
                ARTICLE
      IV.   BENEFICIARY

              	
                20

              
	
                ARTICLE
      V.   SUPPLEMENTAL RETIREMENT BENEFIT
       ADJUSTMENTS

              	
                21

              
	
                ARTICLE
      VI.   LEAVE OF ABSENCE

              	
                21

              
	
                ARTICLE
      VII.  ADMINISTRATION OF PART B OF THE PLAN

              	
                21

              
	
                PART
      C.

              	
                PLAN
      ADIMINSTRATION AND MISCELLANEOUS PROVISIONS

              	
                22

              
	
                ARTICLE
      I.        PURPOSE AND SCOPE OF
      PART C

              	
                23

              
	
                ARTICLE
      II.   DEFINITIONS AND CONSTRUCTION

              	
                23

              
	
                2.1

              	
                Definitions

              	
                23

              
	
                2.2

              	
                Construction

              	
                29

              
	
                2.3

              	
                Plan
      Purpose

              	
                29

              
	
                ARTICLE
      III.   COMMITTEE

              	
                29

              
	
                3.1

              	
                Appointment
      of Committee

              	
                29

              
	
                3.2

              	
                Committee
      Officials

              	
                29

              
	
                3.3

              	
                Committee
      Action

              	
                30

              
	
                3.4

              	
                Committee
      Rules and Powers

              	
                30

              
	
                3.5

              	
                Reliance
      on Certificates, etc.

              	
                30

              
	
                3.6

              	
                Liability
      of Committee

              	
                30

              
	
                3.7

              	
                Determination
      of Benefits

              	
                30

              
	
                3.8

              	
                Information
      to Committee

              	
                31

              
	
                ARTICLE
      IV.   ADOPTION OF PLAN BY SUBSIDIARY, AFFILIATED OR
      ASSOCIATED COMPANIES

              	
                31

              
	
                ARTICLE
      V.   SOURCE OF BENEFITS

              	
                31

              
	
                5.1

              	
                Benefits
      Payable

              	
                31

              


      


      
        
           
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                5.2

              	
                Investments
      to Facilitate Payment of Benefits

              	
                31

              
	
                5.3

              	
                Ownership
      of Insurance Contracts

              	
                31

              
	
                5.4

              	
                Trust
      for Payment of Benefits

              	
                32

              
	
                ARTICLE
      VI.                                 TERMINATION
      OF EMPLOYMENT

              	
                32

              
	
                ARTICLE
      VII.                                TERMINATION
      OF PARTICIPATION

              	
                33

              
	
                ARTICLE
      VIII.                                           TERMINATION,
      AMENDMENT, MODIFICATION, OR SUPPLEMENT OF THE PLAN

              	
                33

              
	
                8.1

              	
                Amendment
      or Termination

              	
                33

              
	
                8.2

              	
                Rights
      and Obligations Upon Amendment, Termination

              	
                34

              
	
                ARTICLE
      IX.                                 TREATMENT
      OF BENEFITS

              	
                34

              
	
                ARTICLE
      X.                                 RESTRICTIONS
      ON ALIENATION OF BENEFITS

              	
                35

              
	
                ARTICLE
      XI.                                 MISCELLANEOUS

              	
                35

              
	
                11.1

              	
                Deferral
      of Compensation Requirements

              	
                35

              
	
                11.2

              	
                Execution
      of Receipts and Releases

              	
                36

              
	
                11.3

              	
                No
      Guarantee of Interests

              	
                36

              
	
                11.4

              	
                Company
      Records

              	
                36

              
	
                11.5

              	
                Evidence

              	
                36

              
	
                11.6

              	
                Notice

              	
                36

              
	
                11.7

              	
                Change
      of Address

              	
                37

              
	
                11.8

              	
                Effect
      of Provisions

              	
                37

              
	
                11.9

              	
                Headings

              	
                37

              
	
                11.10

              	
                Governing
      Law

              	
                37

              
	
                11.11

              	
                Effective
      Date

              	
                37

              
	
                APPENDIX
      I

              	
                38

              


      

      


      



      
        
           
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      ONEOK,
INC.

      2005
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      As
Amended and Restated December 18, 2008

       

      PURPOSE

       

      The
purpose of the ONEOK, Inc. 2005 Supplemental Executive Retirement Plan is to
provide the specified benefits to employees who are in a select group of
management or highly compensated employees who contribute materially to the
continued growth, development and future business success of ONEOK, Inc., and
its subsidiaries, effective January 1, 2005.  It is the intention of
ONEOK, Inc. that the Plan and the particular benefits provided to individuals
hereunder be administered as an unfunded nonqualified deferred compensation and
excess benefit plans established and maintained for a select group of management
or highly compensated employees.

       

      This Plan
is a new and separate plan, and except as otherwise expressly provided herein,
is not a continuation, successor plan to, or an amendment or restatement of the
preexisting and separate ONEOK, Inc. Supplemental Executive Retirement Plan, as
terminated and frozen pursuant to the terms thereof, effective December 31, 2004
(hereinafter referred to as the “Prior Frozen SERP”).  It is intended
that no individual shall be entitled to benefit under both the Prior Frozen SERP
and this Plan.

       

      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
capitalized words and terms in this Plan document shall have the meaning given
in the definitions stated in Part C, Article II of the Plan, unless otherwise
expressly indicated.

       

                            

       


      
        
           


        

        
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      PART
A.                      EXCESS RETIREMENT
BENEFITS

       


      
        
           


        

        
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      ARTICLE
I.                                

       

      PURPOSE AND SCOPE OF PART
A

       

      1.1 Part A; Excess Retirement Benefits.  The
provisions of Part A of the Plan shall establish and provide excess retirement
benefits to Employees of the Company who are (i) in a select group of management
or highly compensated employees of the Company within the meaning of Sections
201(a)(7), 301(a)(9) and 401(a)(1) of ERISA, and (ii) selected to participate in
Excess Retirement Benefits pursuant to the terms and provisions of this Part A
of the Plan.

       

      1.2 Separate
Benefits.  The Excess Retirement Benefits provided to
participants under Part A of the Plan are separate and independent from
Supplemental Retirement Benefits provided under Part B of the Plan.

       

      1.3 Deferral of
Compensation.  The Excess Retirement Benefits provided to
Participants under Part A of the Plan shall be considered and treated as
deferral of compensation to the extent and in the manner provided for in Section
409A of the Code and Treasury Regulations thereunder.

       

      ARTICLE
II.                                

       

      ELIGIBILITY AND
PARTICIPATION

       

      2.1 Eligibility for
Selection. In order to be eligible to be selected as a Part A
Participant in the Plan pursuant to Section 2.2 of this Article II, below, an
Employee must be in a select group of management or highly compensated employees
of the Company, as determined by the Chief Executive Officer, or the Committee
in the case of the Chief Executive Officer, in the Chief Executive Officer’s (or
Committee’s, as applicable) sole and absolute discretion.  An eligible
Employee may become a Part A Participant in the Plan only by being selected for
participation pursuant to Section 2.2 of this Article II, below.

       

             
2.2 Designation and Selection of Part A Participants in
the Plan.

       

      A. In order
to participate in Part A of the Plan an eligible Employee must also be
specifically designated and selected by the Chief Executive Officer, or in the
case of the Chief Executive Officer, by the Committee, to be a Part A
Participant in the Plan, with such designation and selection to be in the Chief
Executive Officer’s (or Committee’s, as applicable) sole and absolute
discretion.

       

      B. The
designation and selection of any eligible Employee to be a Part A Participant in
the Plan by the Chief Executive Officer/Committee, shall be confirmed in writing
by a written instrument and/or memorandum which shall specify the date that
compensation is first deferred under this Plan for such Part A Participant and
the date of his/her designation and selection, in such form as is prescribed by
the Committee that shall be in substantially the same form as Appendix I to this
Plan and that shall be made a part of the records of the Plan and the
Company.

       

      C. Not every
eligible Employee is required to be, or necessarily will be designated and
selected to be a Part A Participant in the Plan.

       


      
        
           


        

        
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      D. An
eligible Employee who is not designated and selected to be a Part A Participant
pursuant to this Section 2.2, shall not be entitled to any benefit or payment
under Part A of the Plan.

       

      E. No
Employee who is a participant in the Prior Frozen SERP or entitled to receive
any benefit or payment under the Prior Frozen SERP shall be designated and
selected to be a Part A Participant in the Plan; and it may be made a condition
to the designation and selection of an eligible Employee as a Part A Participant
that such Employee shall have elected in writing to completely terminate his/her
participation in the Prior Frozen SERP and waive all his/her entitlement to any
benefit or payment under the Prior Frozen SERP.

       

      F. Notwithstanding
anything otherwise provided herein, any eligible Employee who becomes a Part A
Participant shall be deemed to consent and agree that his/her participation in
Part A of the Plan shall supersede and cancel any entitlement he/she had to any
benefit or payment under the Prior Frozen SERP.

       

      2.3 Scope of Part A
Participation.  An eligible Employee designated and selected to
be a Part A Participant in the Plan shall, as a Part A Participant, be entitled
solely to the rights and benefits provided under the terms of Part A of the
Plan, and such designation and selection shall not entitle such Employee to
participate in Part B of the Plan or to receive benefits thereunder; provided,
that an Employee who is an Officer of the Company may be designated and selected
to be a Part A Participant, and selected under Part B of the Plan to be a Part B
Participant.

       

             
2.4 Election to Defer
Compensation.

       

      A. Except as
provided in Section 2.4.B., of this Article, the Company, pursuant to the Plan,
elects, determines and provides for the time and form of payment of an Excess
Retirement Benefit to any eligible Employee who is designated and selected to be
a Part A Participant.  The time and form of payment of an Excess
Retirement Benefit is stated and provided in Article III of this Part A of the
Plan.

       

      B. A Part A
Participant shall make a written Election that shall include a Specified Time
which shall be the Normal Specified Time of Distribution when his/her Excess
Retirement Benefit is to be paid and distributed under the Plan. The Specified
Time that may be stated in the Election, shall be:

       

      (1)  The later of (a) a
Specified Date, or (b) the date such Part A Participant (i) attains age fifty
(50), (ii) completes five (5) years of service with the Company, and (iii) has a
Separation from Service with the Company; or

       

      (2)  The date such Part A
Participant (i) attains age fifty (50), (ii) completes five (5) years of service
with the Company, and (iii) has a Separation from Service with the
Company.

       


      
        
           


        

        
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      The
Normal Specified Time of Distribution of a Part A Participant shall in no event
be before he/she (i) attains age fifty (50), (ii) completes five (5) years of
service with the Company, and (iii) has a Separation from Service with the
Company.

       

      C. The
designation and Election of the time and form of payment of the Excess
Retirement Benefit of an eligible Employee  when he/she is first
designated and selected to be a Part A Participant in the Plan shall be made and
confirmed in writing on or before the date that is thirty (30 days after the
date of such designation and selection in an instrument prescribed by the
Committee that shall be in substantially the same form as Appendix I to this
Plan and that shall be made a part of the records of the Plan and the
Company.

       

      D. The
designation and Election of the time and form of payment of an Excess Retirement
Benefit of a Part A Participant shall apply with respect to all compensation
deferred under the Plan for the Part A Participant after the date of his/her
designation and selection.  The designation and Election of the time
and form of payment of an Excess Retirement Benefit of a Part A Participant
shall be effective on and after the date that it is made by the Part A
Participant and the Company as to compensation deferred under the Plan for all
taxable years of the Part A Participant thereafter.

       

      E. The Plan
does not provide an eligible Employee or Part A Participant the opportunity to
make an initial election of the form of payment of the Excess Retirement Benefit
to him/her under the Plan.  A Part A Participant shall be allowed to
change the form of an annuity benefit to the extent provided in Section 3.5 of
Article III of this Part A of the Plan.  A Part A Participant shall be
allowed to make a Subsequent Election as to time of payment of an Excess
Retirement Benefit as provided in Section 3.2 of Article III of this Part A of
the Plan.

       

      F. All
Elections made under the Plan by and for a Part A Participant on or before
December 31, 2008, shall be retroactively effective to conform to the terms and
provisions of the Plan, as amended and restated effective December 18, 2008, to
meet the requirements of Code section 409A and Treasury Regulations to the
extent allowed under such regulations and published guidance of the Internal
Revenue Service.

       

      ARTICLE
III.                                

       

      EXCESS RETIREMENT
BENEFIT

       

      3.1 Excess Retirement
Benefit.

       

      A.           The
Company shall pay each Part A Participant the vested Excess Retirement Benefit
attributable to a Part A Participant’s annual eligible compensation under the
Retirement Plan that is in excess of the limitations on such Part A
Participant’s Retirement Plan Benefits contained in Code Sections 401(a)(17) and
415(b).

       

      B.           The
Excess Retirement Benefit will be calculated by applying the same benefit
formula, vesting provisions, and early retirement provisions as are in and apply
to the Part A Participant’s Retirement Plan Benefit under the Retirement
Plan.

       


      
        
           


        

        
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      C.           The
Excess Retirement  Benefit shall be calculated for the time of the
commencement of payment of it to a Part A Participant (hereinafter referred to
as "Excess Retirement Benefit Commencement Date") pursuant to the terms and
provisions of the Plan governing the time and form of payment thereof,
irrespective of whether or not a corresponding Retirement Plan Benefit is then
being paid or is to commence payment to such Part A Participant at that time,
and irrespective of the time and form of payment of the Retirement Plan Benefit
that has been elected, is being paid or may be paid to the Part A
Participant.

       

      D.           The
Excess Retirement Benefit shall be calculated and determined for the Excess
Retirement Benefit Commencement Date of a Part A Participant as
follows:

       

      (1)  Calculate
as a single (straight) life annuity payable at age sixty-five (65);

       

      (2)  Apply early retirement
provisions based upon the age of the Part A Participant at the Excess Retirement
Benefit Commencement Date;

       

      (3)  Apply the factors for
the form of payment that has been elected by the Part A Participant in
accordance with the terms and provisions of this Plan as an actuarial equivalent
of a single (straight) life annuity, if such elected form of payment is other
than a single (straight) life annuity in accordance with the Plan and reasonable
actuarial assumptions and methods, as determined by the Committee;
and

       

      (4)  Deduct the Retirement
Plan Benefit calculated at the same time and form of payment as the Excess
Retirement Benefit, irrespective of the time and form of payment of the
Retirement Plan Benefit elected by the Participant for the Retirement
Plan.

       

      E.           The
Committee shall be authorized to take such other actions and apply procedures
that it determines, in its discretion, to calculate, determine and commence the
payment of an Excess Retirement Benefit to a Part A Participant at the Excess
Retirement Benefit Commencement Date.

       

      F.           All
Elections made under the Plan by and for a Part B Participant on or before
December 31, 2008, shall be retroactively effective to conform to the terms and
provisions of the Plan, as amended and restated effective December 18, 2008, to
meet the requirements of Code section 409A and Treasury Regulations to the
extent allowed under such regulations and published guidance of the Internal
Revenue Service.

       

      3.2 Payment of Excess Retirement
Benefit.

       

      A. Subject
to the requirements of Section 3.3 below (six-month required delay of payment
for Specified Employee), a vested Excess Retirement Benefit shall be paid to a
Part A Participant entitled thereto or his/her Beneficiary, commencing on
his/her Normal Specified Distribution Date.

       


      
        
           


        

        
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      B. A Part A
Participant shall be allowed to make a Subsequent Election to change the time of
distribution and payment of his/her Excess Retirement Benefit from his/her
Normal Specified Distribution Date to a Subsequent Election Distribution Date
resulting from such election, if:

       

      (i) he/she
delivers a written notification of such Subsequent Election to the Committee, or
its designee, in the form it prescribes, not less than twelve (12) months prior
to his/her Normal Specified Distribution Date, and

       

      (ii) he/she
makes a corresponding Subsequent Election with respect to any Supplemental
Retirement Benefit he/she is entitled to under Part B of the Plan in such
written notification.

       

      C.  A
Part A Participant shall be allowed to make a Subsequent Election as to any
Subsequent Election Distribution Date established for the payment of his/her
Excess Retirement Benefit if:

       

      (i) he/she
delivers a written notification of such Subsequent Election to the Committee, or
its designee, in the form it prescribes, not less than twelve (12) months prior
to such Subsequent Election Distribution Date, and

       

      (ii) he/she
makes a corresponding Subsequent Election with respect to any Supplemental
Retirement Benefit he/she is entitled to under Part B of the Plan in such
written notification.

       

      D. Notwithstanding
anything otherwise provided in the Plan or in any Election or Subsequent
Election of a Part A Participant, any Subsequent Election made by a Part A
Participant under the Plan shall result in a Subsequent Election Distribution
Date of his/her Excess Retirement Benefit being established for it, and the
first distribution and payment with respect to which such Subsequent Election is
made being deferred to a Subsequent Election Distribution Date that is not less
than five (5) years from the date such distribution and payment would otherwise
have been made.

       

      E. 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 be 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

       


      
        
           


        

        
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      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.

       

      3.3 Specified Employee; Six (6) Month Required Delay in
Payment.  If a Part A Participant is a Specified Employee,
his/her vested Excess Retirement Benefit shall not commence being paid until
after the end of the Specified Employee Required Deferral Period.

       

      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
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.

       

      In such a
case, the Part A Participant shall, to the extent permissible under Code Section
409A, receive a Specified Employee Catch-Up Payment at the end of the Specified
Employee Required Deferral Period and thereafter receive vested Excess
Retirement Benefit monthly payments in accordance with the Plan.  If
such a Specified Employee Catch-Up Payment is not permissible under Code Section
409A, the Excess Retirement Benefit shall be paid and distributed to the
Specified Employee in accordance with the requirements of Code Section 409A and
the regulations thereunder, and the time and form of payment elected shall not
otherwise be changed or accelerated.

       

      3.4 Vesting of Excess Retirement
Benefit. A Part A Participant’s Excess Retirement Benefit shall
unconditionally vest in such Participant and become nonforfeitable upon such
Part

       


      
        
           


        

        
          - 8
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      A
Participant’s completion of five (5) Years of Service; provided, that the Excess
Retirement Benefit shall not be vested and nonforfeitable upon Retirement if the
Part A Participant has not completed five (5) Years of Service.

       

      3.5 Form of
Payment.   The vested Excess Retirement Benefit shall be
paid to a Part A Participant in the form of a 50% qualified joint and survivor
annuity, as defined in the Retirement Plan, if such Part A Participant is
married on his/her Initial Participation Date as a Part A
Participant.  The vested Excess Retirement Benefit shall be paid in
the form of a single (straight) life annuity, as defined in the Retirement Plan,
if such Part A Participant is unmarried on his/her Initial Participation Date as
a Part A Participant.  A Part A Participant shall be allowed to change
the form of payment of an Excess Retirement Benefit that is initially elected
and designated, or any permissible form previously elected by the Part A
Participant hereunder, to the extent provided in this Section
3.5.  Any such change in the form of payment pursuant to this Section
3.5 shall be allowed only if (i) it is made in writing by the Participant in an
instrument prescribed by the Committee prior to the first payment and
distribution of an Excess Retirement Benefit, (ii) the Committee determines that
the previously elected form of payment and the changed form of payment are
actuarially equivalent applying reasonable actuarial methods and assumptions,
and (iii) the Part A Participant complies with such other requirements as the
Committee may prescribe. A change in form of payment pursuant to the
foregoing provisions shall not change, delay or accelerate the scheduled date
for the first annuity payment of an Excess Retirement Benefit under the Plan.
Each change in form of payment of an Excess Retirement Benefit pursuant to the
foregoing provisions shall be deemed to make a similar change in the form of
payment with respect to any Supplemental Retirement Benefit payable to the
Participant under the Plan

       

      3.6 Disability.  If a
Part A Participant shall become Disabled prior to Retirement and such total
disability continues for more than six (6) months, such Participant shall be
entitled to receive an Excess Retirement Benefit.  The vested Excess
Retirement Benefit of such Part A Participant shall be distributed on the first
day of the month next following the time he/she becomes Disabled if he/she has
attained age fifty (50) at the time he/she becomes Disabled. The vested Excess
Retirement Benefit of such Part A Participant shall be distributed on the first
day of the month next following such Part A Participant attaining the age of
fifty (50) if he/she becomes Disabled prior to attaining that age. A Part A
Participant shall be entitled to make a Subsequent Election with respect to the
distribution of a vested Excess Retirement Benefit in accordance with and
subject to the provisions of Section 3.2, above.

       

      3.7 Death.  In event of
the death of a Part A Participant prior to commencing payment of his/her Excess
Retirement Benefit under this Plan, , an amount equal to fifty-five percent
(55%) of his/her vested Excess Retirement Benefit of such Part A Participant
shall be paid and distributed to the Beneficiary of such Part A Participant
pursuant to Article IV of this Part A of the Plan, below, on the first day of
the month next following the date of death of such Part A
Participant.

       

      3.8 Nonqualified Deferred Compensation
Plan Requirements.  Notwithstanding anything to the contrary
expressed or implied herein, the deferral of all Compensation under this Plan
shall be subject to the requirements set forth in Article XI, Section 11.1 of
Part C of the Plan.

       


      
        
           


        

        
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      ARTICLE
IV.                                

       

      BENEFICIARY

       

      The
Beneficiary of a Part A Participant’s Excess Retirement Benefit shall be the
person or persons who would be the beneficiary or beneficiaries entitled to
receive the Retirement Plan Benefit of the Part A Participant under the terms
and provisions of the Retirement Plan if he/she died prior to the commencement
of payment of such Retirement Plan Benefit under the Retirement
Plan.

       

      ARTICLE
V.                                

       

      LEAVE OF
ABSENCE

       

      If a Part
A Participant is authorized by the Company for any reason, including military,
medical, or other, to take a leave of absence from employment, such Part A
Participant’s participation in Part A of the Plan shall remain in
effect.

       

      ARTICLE
VI.                                

       

      ADMINISTRATION OF PART A OF
THE PLAN

       

      Except as
otherwise expressly provided herein, this Part A of the Plan shall be
administered pursuant to the provisions of Part C of the Plan.

       

                          

       


      
        
           


        

        
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      PART
B.                      SUPPLEMENTAL RETIREMENT
BENEFITS

       

                                     

       


      
        
           


        

        
          - 11
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      ARTICLE
I.                                

       

      PURPOSE AND SCOPE OF PART
B

       

      1.1 Part B, Supplemental Retirement
Benefits.  The provisions of Part B of the Plan shall establish
and provide supplemental retirement benefits to employees who are (i) in a
select group of management or highly compensated employees of the Company within
the meaning of Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA, (ii)
Officers of the Company, and (iii) selected to participate in and receive
Supplemental Retirement Benefits pursuant to the terms and provisions of this
Part B of the Plan.

       

      1.2 Separate
Benefits.  The Supplemental Retirement Benefits provided to
participants under Part B of the Plan are separate and independent from Excess
Retirement Benefits provided under Part A of the Plan.

       

      1.3 Deferral of
Compensation.  The Supplemental Retirement Benefits provided to
Participants under Part B of the Plan shall be considered and treated as
deferral of compensation to the extent and in the manner provided for in Section
409A of the Code and Treasury Regulations thereunder.

       

      ARTICLE
II.                                

       

      ELIGIBILITY AND
PARTICIPATION

       

      2.1 Eligibility for
Selection.  In order to be eligible to be selected as a Part B
Participant in the Plan, pursuant to Section 2.2 of this Article II, below, an
Employee must be an Officer of the Company, who is in a select group of
management or highly compensated employees of the Company, as determined by the
Chief Executive Officer, or in the case of the Chief Executive Officer, by the
Committee, in the Chief Executive Officer’s (or Committee’s, as applicable) sole
and absolute discretion.  An eligible Employee/Officer may become a
Part B Participant in the Plan only by being selected pursuant to Section 2.2 of
this Article II, below.

       

      2.2 Designation and Selection of Part B Participants in
the Plan.

       

      A. In order
to participate in Part B of the Plan an eligible Employee/Officer must be
specifically designated and selected by the Chief Executive Officer, or in the
case of the Chief Executive Officer, by the Committee, to be a Part B
Participant in the Plan, with such designation and selection to be in the Chief
Executive Officer’s (or Committee’s, as applicable) sole and absolute
discretion.

       

      B. The
designation and selection of an eligible Employee/Officer to be a Part B
Participant in the Plan by the Chief Executive Officer/Committee shall be
confirmed in writing by a written instrument and/or memorandum which shall
specify the date that compensation is first deferred under this Plan for such
Part B Participant and the date of his/her designation and selection, in such
form as is prescribed by the Committee that shall be in substantially the same
form as Appendix I to this Plan and that shall be made a part of the records of
the Plan and the Company.

       

      C. Not every
eligible Employee/Officer is required to be, or necessarily will be designated
and selected to be a Part B Participant in the Plan.

       


      
        
           


        

        
          - 12
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      D. An
eligible Employee/Officer who is not designated and selected to be a Part B
Participant in the Plan, pursuant to this Section 2.2, shall not be entitled to
any benefit or payment under Part B of the Plan.

       

      E. No
Employee/Officer, and who is a participant in the Prior Frozen SERP or entitled
to receive any benefit or payment under the Prior Frozen SERP shall be
designated and selected to be a Part B Participant in the Plan; and it may be
made a condition to the designation and selection of an eligible
Employee/Officer to be a Part B Participant that he/she shall have elected in
writing to completely terminate his/her participation in the Prior Frozen SERP
and waive all his/her entitlement to any benefit or payment under the Prior
Frozen SERP.

       

      F. Notwithstanding
anything otherwise provided herein, any eligible Employee/Officer who becomes a
Part B Participant shall be deemed to consent to and agree that his/her
participation in Part B of the Plan shall supersede and cancel any entitlement
he/she had to any benefit or payment under the Prior Frozen SERP.

       

      2.3 Scope of Part B
Participation.  An Employee/Officer designated and selected to
be a Part B Participant in the Plan shall as a Part B Participant be entitled
solely to the rights and benefits provided under Part B of the Plan, and such
designation and selection shall not entitle such Employee/Officer to participate
in Part A of the Plan or receive any benefit thereunder; provided, that an
Employee/Officer may be designated and selected to be a Part B Participant and
designated and selected under Part A of the Plan to be a Part A Participant
under the Plan.

       

             
2.4 Election
to Defer Compensation

       

      A. Except as
otherwise provided in Section 2.4.B. of this Article, the Company, pursuant to
the Plan, elects, determines and provides for the time and form of payment of a
Supplemental Retirement Benefit to any eligible Employee who is designated and
selected to be a Part B Participant.  The time and form of payment of
a Supplemental Retirement Benefit is stated and provided in Article III of this
Part B of the Plan.

       

      B. A Part B
Participant shall make a written Election that shall include a Specified Time
which shall be the Normal Specified Time of Distribution when his/her
Supplemental Retirement Benefit is to be paid and distributed under the Plan.
The Specified Time that may be stated in the Election, shall be:

       

      (1) The later of (a) a Specified Date,
or (b) the date such Part B Participant (i) attains age fifty (50), (ii)
completes five (5) years of service with the Company, and (iii) has a Separation
from Service with the Company; or

       

      (2) the date such Part B Participant
(i) attains age fifty (50), (ii) completes five (5) years of service with the
Company, and (iii) has a Separation from Service with the Company.

       


      
        
           


        

        
          - 13
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      The
Normal Specified Time of Distribution of a Part B Participant shall in no event
be before he/she (i) attains age fifty (50), (ii) completes five (5) years of
service with the Company, and (iii) has a Separation from Service with the
Company.

       

      C. The
designation and Election of the time and form of payment of the Supplemental
Retirement Benefit of an eligible Employee when he/she is first designated and
selected to be a Part B Participant in the Plan shall be made and confirmed in
writing on or before the date that is thirty (30) days after the date of such
designation and selection in an instrument prescribed by the Committee, that
shall be in substantially the same form as Appendix I and that shall be made a
part of the records of the Plan and the Company.

       

      D. The
designation of the time and form of payment of a Supplemental Retirement Benefit
of a Part B Participant shall apply with respect to all compensation deferred
under the Plan for the selected Part B Participant after the date of his/her
designation and selection.  The designation of the time and form of
payment of a Supplemental Retirement Benefit of a Part B Participant shall be
effective on and after the date that it is made by the Part B Participant and
the Company as to compensation deferred under the Plan for all taxable years of
the Part B Participant thereafter.

       

      E. The Plan
does not provide an eligible Employee or Part B Participant the opportunity to
make an initial election of the form of payment of the Supplemental Retirement
Benefit to him/her under the Plan.  A Part B Participant shall be
allowed to change the form of an annuity benefit to the extent provided in
Section 3.5 of Article III of this Part B of the Plan.  A Part B
Participant shall be allowed to make a Subsequent Election as to time of payment
of an Excess Retirement Benefit as provided in Section 3.2 of Article III of
this Part B of the Plan.

       

      F. All
Elections made under the Plan by and for a Part B Participant on or before
December 31, 2008, shall be retroactively effective to conform to the terms and
provisions of the Plan, as amended and restated effective December 18, 2008, to
meet the requirements of Code section 409A and Treasury Regulations to the
extent allowed under such regulations and published guidance of the Internal
Revenue Service.

       

      ARTICLE
III.                                

       

      SUPPLEMENTAL RETIREMENT
BENEFIT

       

      3.1 Supplemental Retirement
Benefit.

       

      A.   The
Company shall pay  a monthly Supplemental Retirement Benefit to each
Part B Participant which shall be an amount calculated as follows:

       

      (1) Calculate a single (straight) life
annuity payable at age sixty-five (65) equal to the product of the Part B
Participant’s Final Average Earnings, multiplied by the Part B Participant’s
Benefit Factor Percentage at his/her Retirement under the Table in Section
3.1.D. of this Article III, below, and then multiplied by the Part B
Participant’s Service Factor Percentage at his/her Retirement under the Table in
Section 3.1.E. of this Article III, below;

       


      
        
           


        

        
          - 14
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      (2) Apply early commencement of payment
provisions based upon the age of the Part B Participant when Supplemental
Retirement Benefit payments to the Part B Participant commence pursuant to
Section 3.1.F. of this Article III, below;

       

      (3) Apply the factors for the form of
payment that has been elected by the Part B Participant in accordance with the
terms and provisions of this Plan as an actuarial equivalent of a single
(straight) life annuity, if such elected form of payment is other than a single
(straight) life annuity, in accordance with the Plan and reasonable actuarial
assumptions and methods, as determined by the Committee; and

       

      (4) Deduct the Retirement Plan Benefit
pursuant to Section 3.1.G. of this Article III, below, and the Excess Retirement
Benefit pursuant to Section 3.1.H. of this Article III, below, calculated at the
same time and the form of the Supplemental Retirement Benefit elected under this
Plan, irrespective of the time and form of payment of the Retirement Plan
Benefit elected by the Participant for the Retirement Plan.

       

      B. The
Supplemental Retirement Benefit shall be calculated for the time of the
commencement of payment of it to the Part B Participant (hereinafter referred to
as the "Supplemental Retirement Benefit Commencement Date") pursuant to the
terms and provisions of this Plan governing the time and form of payment
thereof, irrespective of whether or not a corresponding Retirement Plan Benefit
is then being paid or is to commence payment to such Part B Participant at that
time, and irrespective of the time and form of payment of the Retirement Plan
Benefit that has been elected, is being paid or may be paid to the Part B
Participant.

       

      C. The
Committee shall be authorized to take such other actions and apply procedures
that it determines, in its discretion, to calculate, determine and commence the
payment of a Supplemental Retirement Benefit to a Part B Participant at the
Supplemental Retirement Benefit Commencement Date.

       

      D. Benefit Factor
Percentage.  A Part B Participant’s Benefit Factor Percentage
shall be based upon his/her age at his/her Retirement, as follows:

       

      
        
          	
                  Retirement
      Age

                	
                  Benefit
      Factor

                  Percentage

                
	
                  50
      & under

                  51

                  52

                  53

                  54

                  55

                  56

                  57

                  58

                  59

                  60

                  61

                	
                  50%

                  51%

                  52%

                  53%

                  54%

                  55%

                  56%

                  57%

                  58%

                  58.5%

                  59%

                  59.5%

                


        

      

       

       

      
        
          
          

        

        
          - 15
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                    Retirement
      Age

                  	
                    Benefit
      Factor

                    Percentage

                  
	
                    62

                    63

                    64

                    65
      & over

                  	
                    60%

                    60%

                    60%

                    60%

                  


          

        

         

               
E.           Service Factor
Percentage.  A Part B Participant’s Service Factor Percentage
shall be based upon his/her completed Years of Service at his/her Retirement, as
follows:

         

        
          
            	
                    Years
      of Service

                  	
                    Service
      Factor Percentage

                  
	
                    1

                    2

                    3

                    4

                    5

                    6

                    7

                    8

                    9

                    10

                    11

                    12

                    13

                    14

                    15

                    16

                    17

                    18

                    19

                    20
      & over

                  	
                    5%

                    10%

                    15%

                    20%

                    25%

                    30%

                    35%

                    40%

                    45%

                    50%

                    55%

                    60%

                    65%

                    70%

                    75%

                    80%

                    85%

                    90%

                    95%

                    100%

                  


          

        

         

               
F.           Adjustment of Retirement
Benefit Payments; Early Commencement.  The amount of a Part B
Participant’s Supplemental Retirement Benefit payments will be reduced by reason
of early commencement of payment thereof, based on the following table depending
upon the Part B Participant’s age when Supplemental Retirement Benefit payments
to the Part B Participant commence:

         

        
          
            	
                    Part
      B Participant

                    Age
      At Commencement

                  	
                    Early
      Commencement Reduced

                    Payout
      Percentage Factor

                  
	
                    Under
      50

                    50

                    51

                  	
                    0

                    50%

                    55%

                  


          

        

      

       

      
        
          
          

        

        
          - 16
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                    Part
      B Participant

                    Age
      At Commencement

                  	
                    Early
      Commencement Reduced

                    Payout
      Percentage Factor

                  
	
                    52

                    53

                    54

                    55

                    56

                    57

                    58

                    59

                    60

                    61

                    62
      & over

                  	
                    60%

                    65%

                    70%

                    75%

                    80%

                    85%

                    90%

                    95%

                    97%

                    99%

                    100%

                  


          

        

      

       

      G. Retirement Plan Benefit
Offset.  The Supplemental Retirement Benefit of a Part B
Participant shall be offset and reduced by an amount equal to the Retirement
Plan Benefit payable to such Part B Participant to be calculated in the same
form of payment and as if it is to be paid at the time payment of the
Supplemental Retirement Benefit is calculated and made under this
Plan.

       

      H. Excess Retirement Benefit
Offset.  If a Part B Participant is also a Part A Participant
under the Plan and entitled to receive an Excess Retirement Benefit under Part A
of the Plan, the Supplemental Retirement Benefit of such Part B Participant
shall be offset and reduced by an amount equal to such Excess Retirement Benefit
payable to such Part B Participant pursuant to Part A of the Plan.

       

       

      3.2 Payment of Supplemental Retirement
Benefit.

       

      A. Subject
to the requirements of Section 3.3 below (six-month required delay of payment
for a Specified Employee), a vested Supplemental Retirement Benefit shall be
paid to a Part B Participant entitled thereto or his/her Beneficiary, commencing
on his/her Normal Specified Distribution Date.

       

      B. A Part B
Participant shall be allowed to make a Subsequent Election to change the time of
distribution and payment of his/her Supplemental Retirement Benefit from his/her
Normal Specified Distribution Date to a Subsequent Election Distribution Date
resulting from such election, if:

       

      (i) he/she
delivers a written notification of such Subsequent Election to the Committee, or
its designee, in the form it prescribes, not less than twelve (12) months prior
to his/her Normal Specified Distribution Date, and

       

      (ii) he/she
makes a corresponding Subsequent Election with respect to any Excess Retirement
Benefit he/she is entitled to under Part A of the Plan in such written
notification.

       


      
        
           


        

        
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      C.  A
Part B Participant shall be allowed to make a Subsequent Election as to any
Subsequent Election Distribution Date established for payment of his/her
Supplemental Retirement Benefit if:

       

      (i) he/she
delivers a written notification of such Subsequent Election to the Committee, or
its designee, in the form it prescribes, not less than twelve (12) months prior
to such Subsequent Election Distribution Date, and

       

      (ii) he/she
makes a corresponding Subsequent Election with respect to any Excess Retirement
Benefit he/she is entitled to under Part A of the Plan in such written
notification.

       

      D. Notwithstanding
anything to the contrary otherwise provided in the Plan or in any Election or
Subsequent Election of a Part B Participant, any Subsequent Election made under
the Plan shall result in a Subsequent Election Distribution Date of his/her
Supplemental Retirement Benefit being established for it, and the first
distribution and payment with respect to which such Subsequent Election is made
being deferred to a Subsequent Election Distribution Date that is for not less
than five (5) years from the date such distribution and payment would otherwise
have been made.

       

      E. 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 be 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.

       


      
        
           


        

        
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      3.3 Specified Employee; Six (6) Month
Required Delay in Payment. If a Part B Participant is a Specified
Employee his/her Supplemental Retirement Benefit shall not commence being paid
until after the end of the Specified Employee Required Deferral
Period.

       

      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
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.

       

      In such a
case the Part B Participant shall, to the extent permissible under Code Section
409A, receive a Specified Employee Catch-Up Payment at the end of the Specified
Employee Required Deferral Period and thereafter receive vested Supplemental
Retirement Benefit monthly payments in accordance with the Plan.  If
such a Specified Employee Catch-Up Payment is not permissible under Code Section
409A, the Supplemental Retirement Benefit shall be paid and distributed to the
Specified Employee in accordance with the requirements of Code Section 409A and
the regulations thereunder, and the time and form of payment elected shall not
otherwise be changed or accelerated.

       

      3.4 Vesting of Supplemental Retirement
Benefit.  Subject to Sections 3.5 and 3.6 of this Article III,
below, a Part B Participant’s Supplemental Retirement Benefit shall
unconditionally vest in such Part B Participant and become nonforfeitable upon
the Part B Participant’s completion of five (5) Years of Service; provided that
the Supplemental Retirement Benefit shall not vest in a Part B Participant at
the time of, or by reason of his/her Retirement or under any other circumstance
if he/she has not completed five (5) Years of Service.

       

      3.5 Form of
Payment.  The vested Supplemental Retirement Benefit shall be
paid to a Part B Participant in the form of a 50% qualified joint and survivor
benefit, as defined in the Retirement Plan, if such Part B Participant is
married on his/her Initial Participation Date as a Part B
Participant.  The vested Supplemental Retirement Benefit shall be paid
in the form of a

       


      
        
           


        

        
          - 19
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        single
(straight) life annuity, as defined in the Retirement Plan, if such Part B
Participant is unmarried on his/her Initial Participation Date as a Part B
Participant.  A Part B Participant shall be allowed to change the form
of payment of a Supplemental Retirement Benefit that is initially elected and
designated, or any permissible form previously elected by the Part B Participant
hereunder, to the extent provided in this Section 3.5.  Any such
change in the form of payment pursuant to this Section 3.5 shall be allowed only
if (i) it is made in writing by the Part B Participant in an instrument
prescribed by the Committee prior to the first payment and distribution of a
Supplemental Retirement Benefit, (ii) the Committee determines that the
previously elected form of payment and the changed form of payment are
actuarially equivalent applying reasonable actuarial methods and assumptions,
and (iii) the Part B Participant complies with such other requirements as the
Committee may prescribe.  A change in form of payment pursuant to the
foregoing provisions shall not change, delay or accelerate the scheduled date
for the first annuity payment of a Supplemental Retirement Benefit under the
Plan. Each change in form of payment of a Supplemental Retirement Benefit
pursuant to the foregoing provisions shall be deemed to make a similar change in
form of payment with respect to any Excess Retirement Benefit payable to the
Participant under the Plan

      

       

      3.6 Disability.   If
a Part B Participant becomes Disabled prior to his/her Separation from Service,
the vested Supplemental Retirement Benefit of such Part B Participant shall be
distributed on the first day of the month next following the time he/she becomes
Disabled if he/she has attained age fifty (50) at the time he/she becomes
Disabled. The vested Supplemental Retirement Benefit of such Part B Participant
shall be distributed on the first day of the month next following such Part B
Participant attaining the age of fifty (50) if he/she becomes Disabled prior to
attaining that age. A Part B Participant shall be entitled to make a Subsequent
Election with respect to the distribution of a vested Supplemental Retirement
Benefit in accordance with and subject to the provisions of Section 3.2,
above.

       

      3.7 Death. In the event of
the death of a Part B Participant prior to commencing payment of his/her
Supplemental Retirement Benefit an amount equal to fifty-five percent (55%) of
his/her vested Supplemental Retirement Benefit shall be paid and distributed to
the Beneficiary of such Part B Participant on the first day of the month next
following the date of death of such Part B Participant. 

       

      3.8 Nonqualified Deferred Compensation
Plan Requirements. Notwithstanding anything to the contrary
expressed or implied herein, the deferral of all Compensation under this Plan
shall be subject to the requirements set forth in Article XI, Section 11.1 of
Part C of the Plan.

       

      ARTICLE
IV.                                

       

      BENEFICIARY

       

      The
Beneficiary of a Part B Participant’s Supplemental Retirement Benefit shall be
the person or persons who would be the beneficiary or beneficiaries entitled to
receive the Retirement Plan Benefit of the Part B Participant under the terms
and provisions of the Retirement Plan if he/she died prior to the commencement
of payment of such Retirement Plan Benefit under the Retirement
Plan.

       


      
        
           


        

        
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      ARTICLE
V.                                

      SUPPLEMENTAL RETIREMENT
BENEFIT ADJUSTMENTS

       

      The
Committee shall be authorized to make and apply special adjustments in
determining the amount of a Part B Participant’s Supplemental Retirement
Benefit.  Such adjustments may be made from time to time by the
Committee for any Part B Participant, and may include, without limitation, the
granting or deemed accrual of additional Years of Service, the waiver of an
offset of retirement benefits provided by a prior employer, or such other
adjustments as the Committee determines, in its sole discretion; provided,
however, that no such adjustment shall be effective until it is made and
expressly acknowledged in writing by the Committee.

       

      ARTICLE
VI.                                

      LEAVE OF
ABSENCE

       

      If a Part
B Participant is authorized by the Company for any reason, including military,
medical, or other, to take a leave of absence from employment, such Part B
Participant’s Plan Agreement shall remain in effect.

       

      ARTICLE
VII.                                

      ADMINISTRATION OF PART B OF
THE PLAN

       

      Except as
otherwise expressly provided herein, this Part B of the Plan shall be
administered pursuant to the provisions of Part C of the Plan.

       


      
        
           


        

        
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      PART C.

      PLAN ADMINISTRATION AND
MISCELLANEOUS PROVISIONS

       

                                        

       


      
        
           


        

        
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      ARTICLE
I.                                

      PURPOSE AND SCOPE OF PART
C

       

      The
purpose of Part C of the Plan is to establish and provide certain provisions
governing the administration, and interpretation and application of all the
provisions of the Plan.  Unless otherwise expressly indicated, the
terms and provisions of Part C of the Plan shall be applicable to Part A, Part B
and Part C of the Plan.

       

      ARTICLE
II.                                

      DEFINITIONS AND
CONSTRUCTION

       

      2.1 Definitions. For purposes
of Parts A, B and C of the Plan, the following phrases or terms shall have the
indicated meanings unless otherwise clearly apparent from the
context:

       

      “Base
Cash Compensation” shall mean the regular monthly salary paid to a Participant
by the Company before any deductions or exclusions for taxes or other purposes,
and excluding any vehicle allowance, incentives, commissions and any other
special pay.

       

      “Beneficiary”
shall mean the individual or individuals entitled to receive any benefits in
accordance with the terms of Article IV of Part A, and Article IV of Part B of
the Plan, respectively.

       

      “Board of
Directors” shall mean the Board of Directors of ONEOK, Inc., unless otherwise
indicated or the context otherwise requires.

       

      “Change
in Ownership or  Control” shall mean to the extent provided by
Treasury Regulations issued under Code Section 409A, a change in the ownership
or effective control of the Company, or in the ownership of a substantial
portion of the assets of the Company.

       

      “Chief
Executive Officer” shall mean the Chief Executive Officer of the
Company.

       

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

       

      “Committee”
shall mean the Executive Compensation Committee of the Board of Directors or
such other Committee appointed to manage and administer the Plan and individual
Plan Agreements in accordance with the provisions of Article III of this Part C
of the Plan.

       

      “Company”
shall mean ONEOK, Inc., an Oklahoma corporation, or any division or subsidiary
thereof.

       

      “Compensation”
shall mean the Base and Short-Term Incentive Cash Compensation from the Company
paid to or deferred by a Participant during a calendar year.

       


      
        
           


        

        
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      “Deferred
Compensation” shall mean any Excess Retirement Benefit or Supplemental
Retirement Benefit to be paid to a Participant pursuant to the
Plan.

       

      “Disabled”
shall mean that a Participant is unable to engage in substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or is, by reason of any
medically determinable physical or mental impairment which can be expected to
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 Company.

       

      “Effective
Date” shall mean the effective date of the Plan, January 1, 2005.

       

      “Election”
shall mean the initial Election of a Participant or by the Company to defer
payment and distribution of Deferred Compensation to a Participant made pursuant
to the terms and provisions of the Plan, that shall include the Participant's
Election of the time of payment and the Company's Election of the form of
payment.

       

      “Election
Date” shall mean the date of the Election by the Participant and the Company to
defer compensation under the Plan for an eligible Employee who is a Part A
Participant or a Part B Participant, that is made or deemed made pursuant to the
terms of the Plan.

       

      “Employee”
shall mean any person who is in the regular full-time employment of the Company
or is on authorized leave of absence therefrom, as determined by the personnel
rules and practices of the Company.  The term does not include persons
who are retained by the Company solely as consultants or under
contract.

       

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

       

      “Excess
Retirement Benefit” shall mean an amount equal to the difference between (i) the
Retirement Plan Benefit to which the Part A Participant would be entitled under
the Retirement Plan if such Retirement Plan Benefit was computed without the
restrictions or limitations imposed by Sections 401(a)(17) and 415(b) of the
Code as now or hereafter in effect, less (ii) the amount of Retirement Plan
Benefit payable to the Part A Participant under the Retirement
Plan.

       

      “Final
Average Earnings” shall mean the average of the highest thirty-six (36)
consecutive months Compensation during the last sixty (60) month period of an
Employee’s employment with the Company.

       

      “Fixed
Schedule” shall mean the distribution or payment of 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.

       


      
        
           


        

        
          - 24
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      “Initial
Participation Date” shall mean the date an Employee or Officer first becomes a
Part A Participant and/or Part B Participant in the Plan.

       

      ”Normal
Specified Distribution Date” shall mean as to a Part A Participant or Part B
Participant, the first day of the calendar month next following or coincident
with the later of the date the Participant has elected in his/her Election the
Specified Time of payment and distribution of compensation deferred under the
Plan which shall be either (1) the later of (a) a Specified Date, or (b) the
date such Part A Participant (i) attains age fifty (50), (ii) completes five (5)
years of service with the Company, and (iii) has a Separation from Service with
the Company; or (2) the date such Part A Participant (a) attains age fifty (50),
(b) completes five (5) years of service with the Company, and (c) has a
Separation from Service with the Company.

       

      “Officer”
shall mean a person who is an elected officer of the Company.

       

      “Part A
Participant” shall mean an Employee who is selected and elects to participate in
Part A of the Plan in accordance with the provisions of Article II of Part A of
the Plan.

       

      “Part B
Participant” shall mean an Employee who is selected and elects to participate in
Part B of the Plan in accordance with the provisions of Article II of Part B of
the Plan.

       

      “Performance-Based
Compensation” shall mean Compensation 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
Agreement” shall mean a form of written agreement which is entered into by and
between the Company and an Employee selected to become a Participant as a
condition to participation in the Plan as provided in Sections 2.2 and 2.4 of
Article II of Part B of the Plan.

       

      “Plan”
shall mean this ONEOK, Inc. 2005 Supplemental Executive Retirement Plan as
embodied herein and as amended from time to time.

       

      “Prior
Frozen SERP” shall mean the separate preexisting ONEOK, Inc. Supplemental
Executive Retirement Plan, terminated and frozen by the Board of Directors
effective December 31, 2004.

       

      “Rabbi
Trust” shall mean the trust created to hold assets which will be used to pay the
benefits provided hereunder, as provided in Section 5.4 of Article V of this
Part C of the Plan.

       

      “Retirement”
and “Retire” shall mean when Participant attains age fifty (50), completes five
(5) years of service with the Company, and has a Separation from Service from
the Company other than Separation from Service as a result of death of the
Employee, irrespective of whether or not the Employee is considered to have
retired

       


      
        
           


        

        
          - 25
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      under the
Retirement Plan or for any other purpose at the time of  his/her
termination of employment with the Company.

       

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

       

      “Retirement
Plan Benefit” shall mean the benefit or benefits to which a Part A and/or Part B
Participant is entitled under the Retirement Plan.

       

      “Retirement
Plan Benefit Commencement Date” means the date a Participant commences receiving
payments of his/her Retirement Benefits under the Retirement Plan.

       

      “Separation
from Service” shall mean the termination of a Participant’s employment with the
Company.

       

       “Service”
shall mean employment of a Participant by the Company as a regular full-time
employee.

       

      “Short-Term
Incentive Cash Compensation” shall mean any payment by the Company under the
ONEOK, Inc. Annual Employee Incentive Plan or the ONEOK, Inc. Annual Officer
Incentive Plan.

       

      “Specified
Date” means a specific future date in a calendar year.

       

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

       

      “Specified
Employee Catch-Up Payment” shall mean a lump sum payment equal to all regularly
scheduled Excess Retirement Benefit and/or Supplemental Retirement Benefit
monthly payments to which a Part A Participant or Part B Participant is entitled
to under the Plan but which are not paid on and after the commencement of
payment of his/her Retirement Plan Benefit because of a Key Employee Required
Deferral Period.

       


      
        
           


        

        
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      “Specified
Employee Effective Date” means the first day of the fourth month following the
Specified Employee Identification Date.

       

      “Specified
Employee Identification Date” means December 31.

       

      “Specified
Employee Required Deferral Period” shall mean the deferral of payment and
distribution of an Excess Retirement Benefit or a Supplemental Retirement
Benefit with respect to a Part A Participant or Part B Participant,
respectively, until a date which is six (6) months after the date of the
Separation from Service of such Participant.

       

      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
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.

       

      “Specified
Time” shall mean a specified date at which Deferred Compensation deferred by or
for a Participant pursuant to the Plan is required to be distributed or paid and
which is specified at the time the Election of deferral of such Deferred
Compensation.

       

      “Subsequent
Election” shall mean an irrevocable written election made by a Participant to
change the time of distribution or payment of Deferred Compensation deferred
under the Plan that is made at any time after the initial Election with respect
to such Deferred Compensation, or after a prior Subsequent
Election.  Provided, that a change in a form of payment before a life
annuity payment has been made under the Plan, from one type of life annuity to
another type of life annuity with the same scheduled date of the first annuity
payment shall not be considered as a change in the time and form of

       


      
        
           


        

        
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      payment
constituting a Subsequent Election if the annuities are actuarially equivalent,
and such change is allowed as contemplated in Treasury Regulations
§1.409A-2(b)(ii).

       

      A
Subsequent Election may be made and effective under the Plan only if the
following conditions are met:

       

      (i) Such
Subsequent Election shall not take effect until at least twelve (12) months
after the date on which it is made in order for it to be considered
valid;

       

      (ii) 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 not less than 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

       

      (iii) 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)..

       

      “Subsequent
Election Distribution Date” shall mean with respect to a Part A Participant or
Part B Participant, the first day of the calendar month next following or
coincident with the first date on or after Subsequent Election Specified Time on
which the Participant (i) has a Separation from Service with the Company, (ii)
has attained age fifty (50), and (iii) has completed five (5) years of service
with the Company.

       

      "Subsequent Election Specified Time"
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. The written specification of the then applicable Specified Time or
Subsequent Election Specified Time shall in all cases specify and fix a
Subsequent Election Specified Time that is not less than five (5) years from the
then applicable  Specified Time or Subsequent Election Specified
Time,  as the case may be, that has been elected and is in effect
under the Plan.

       

       “Supplemental
Retirement Benefit” shall mean the supplemental retirement benefit to be paid to
a Part B Participant pursuant to Article III and other applicable provisions of
Part B of the Plan.

       


      
        
           


        

        
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       “Unforeseeable
Emergency” shall mean a severe financial hardship to the Participant resulting
from illness or accident of the Participant, the Participant’s spouse, or a
dependent (as defined in Code Section 152(a)) of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary
circumstances arising as a result of events beyond the control of the
Participant, and 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.

       

      “Years of
Service” shall include each full year, but not any portion of a year, during
which the Participant has been employed by the Company or any division or
subsidiary thereof.

       

      2.2 Construction.  The
singular when used herein may include the plural unless the context clearly
indicates to the contrary.  The words “hereof”, “herein”, “hereunder”,
and other similar compounds of the word “here” shall mean and refer to the
entire Plan and not to any particular provision or section.  Whenever
the words “Article” or “Section” are used in the Plan, or a cross reference to
an “Article” or “Section” is made, the Article or Section referred to shall be
an Article or Section of the same Part of the Plan unless otherwise
specified.

       

      2.3 Plan Purpose. The Plan is
intended to be an unfunded deferred compensation, excess and supplemental
retirement benefit plan established and maintained for a select group of
management and highly compensated employees of the Company within the meaning of
Sections 201(2) and (7), 301(a)(3), (9) and 401(a)(1) of ERISA, as provided
under the respective provisions of Part A and Part B of the Plan, and the
Company intends that any Participant or Beneficiary shall have the status of an
unsecured creditor as to the Plan or any trust, fund or other arrangement
established under or with respect to the Plan, and the Plan shall be construed,
interpreted and administered in accordance with such intended
purpose.

      ARTICLE
III.                                

      COMMITTEE

       

      3.1 Appointment of
Committee. The general administration of the Plan, including all
provisions of Part A and Part B of the Plan, and any Plan Agreements executed
hereunder, as well as construction and interpretation thereof, shall be vested
in the Committee, the number and members of which shall be designated and
appointed from time to time by, and shall serve at the pleasure of, the Board of
Directors.  Any such member of the Committee may resign by notice in
writing filed with the Board of Directors.  Vacancies shall be filled
promptly by the Board of Directors.

       

      3.2 Committee Officials. The
Board of Directors may designate one of the members of the Committee as Chairman
and may appoint a secretary who need not be a member of the
Committee.  The secretary shall keep minutes of the Committee’s
proceedings and all data,

       


      
        
           


        

        
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      records,
and documents relating to the Committee’s administration of the Plan and any
Plan Agreements executed hereunder. The Committee may appoint from its number
such subcommittees with such powers as the Committee shall
determine.  The Committee may authorize one or more of its members, or
any other person as agent of the Committee to execute or deliver any instrument,
make any payment on behalf of the Committee, or otherwise act for and on behalf
of the Committee with respect to the Plan.

       

      3.3 Committee Action. All
resolutions or other actions taken by the Committee shall be by the vote of a
majority of those present at a meeting at which a majority of the members are
present, or in writing by all the members at the time in office if they act
without a meeting.

       

      3.4 Committee Rules and Powers.
Subject to the provisions of the Plan, the Committee may from time to time
establish rules, forms, and procedures for the administration of the Plan,
including Plan Agreements. Except as herein otherwise expressly provided, the
Committee shall have the exclusive right to interpret the Plan and any Plan
Agreements, and to decide any and all matters arising thereunder or in
connection with the administration of the Plan and any Plan Agreements, and it
shall endeavor to act, whether by general rules or by particular decisions, so
as not to discriminate in favor of or against any person. The Committee shall
have the exclusive right to determine if a Participant has become Disabled with
respect to a Participant (consistent with the Plan’s definition of the term),
such determinations to be made on the basis of such medical and/or other
evidence that the Committee, in its sole and absolute discretion, may
require.  Such decisions, actions, and records of the Committee shall
be conclusive and binding upon the Company, the Participants, and all persons
having or claiming to have rights or interests in or under the
Plan.

       

      3.5 Reliance on Certificates,
etc.  The members of the Committee and the Officers and
Directors of the Company shall be entitled to rely on all certificates and
reports made by any duly appointed accountants, and on all opinions given by any
duly appointed legal counsel.  Such legal counsel may be counsel for
the Company.

       

      3.6 Liability of
Committee.  No member of the Committee shall be liable for any
act or omission of any other member of the Committee, or for any act or omission
on his part, excepting only his own willful misconduct. The Company shall
indemnify and save harmless each member of the Committee against any and all
expenses and liabilities arising out of membership on the Committee, excepting
only expenses and liabilities arising out of a Committee member’s own willful
misconduct. Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding brought, or
settlement thereof.  The foregoing right of indemnification shall be
in addition to any other rights to which any such member may be
entitled.

       

      3.7 Determination of Benefits. In
addition to the powers hereinabove specified, the Committee shall have the power
to compute and certify, under the Plan and/or any Plan Agreement, the amount and
kind of benefits from time to time payable to Participants and their
Beneficiaries, and to authorize all disbursements for such
purposes.

       


      
        
           


        

        
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      3.8 Information to Committee. To
enable the Committee to perform its functions, the Company shall supply full and
timely information to the Committee on all matters relating to the compensation
of all Participants, their retirement, death, or other cause for termination of
employment, and such other pertinent facts as the Committee may
require.

       

      ARTICLE
IV.

      
        	
                 
      

              	
                ADOPTION OF PLAN BY
      SUBSIDIARY,

              


      

      
        	
                 
      

              	
                AFFILIATED OR
      ASSOCIATED COMPANIES

              


      

       

      Any
corporation which is a subsidiary of the Company may, with the approval of the
Board of Directors, adopt the Plan and thereby come within the definition of
Company in Article I of Part C of the Plan.

       

      ARTICLE
V.                                

      SOURCE OF
BENEFITS

       

      5.1 Benefits Payable. Excess
Retirement Benefits and Supplemental Retirement Benefits payable hereunder shall
be paid exclusively from the general assets of the Company or the Rabbi Trust to
be established pursuant to Section 5.4 of this Article V; provided, that no
person entitled to payment hereunder shall have any claim, right, security
interest, or other interest in any fund, trust, account, insurance contract, or
asset of the Company which may be looked to for such payment.  The
Company’s liability for the payment of benefits hereunder shall be evidenced
only by the Plan and each Plan Agreement entered into between the Company and a
Participant.

       

      5.2 Investments to Facilitate Payment of
Benefits. Although the Company is not obligated to invest in any specific
asset or fund, or purchase any insurance contract, in order to provide the means
for the payment of any Excess Retirement Benefits and Supplemental Retirement
Benefits under the Plan, the Company may elect to do so, and, in such event, no
Participant shall have any interest whatever in such asset, fund, or insurance
contract.  In the event the Company elects to purchase or causes to be
purchased insurance contracts on the life of a Participant as a means for
making, offsetting, or contributing to any payment, in full or in part, which
may become due and payable by the Company under the Plan or a Participant’s Plan
Agreement, such Participant agrees to cooperate in the securing of life
insurance on his/her life by furnishing such information as the Company and the
insurance carrier may require, including the results and reports of previous
Company and other insurance carrier physical examinations as may be requested,
and taking any other action which may be requested by the Company and the
insurance carrier to obtain such insurance coverage.  If a Participant
does not cooperate in the securing of such life insurance, the Company shall
have no further obligation to such Participant under the Plan.

       

      5.3 Ownership of Insurance
Contracts. The Company shall be the sole owner of any insurance contracts
acquired on the life of a Participant with all incidents of ownership therein,
including, but not limited to, the right to cash and loan values, dividends, if
any, death benefits, and the right to termination thereof, and a Participant
shall have no interest whatsoever in such contracts, if any, and shall exercise
none of the incidents of ownership thereof.  Provided, however, the
Company may assign any such insurance contracts to the trustee of the Rabbi
Trust.

       


      
        
           


        

        
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      5.4   Trust for Payment of Benefits.
The Company shall create or utilize a Rabbi Trust for the purpose of
facilitating any retirement benefits payable hereunder.  Such trust
will be funded to provide the applicable vested Excess Retirement Benefits and
Supplemental Retirement Benefits payable under the Plan upon the occurrence of
any of the following events:

       

      a)           At
the Retirement of, and commencement of payment of an Excess Retirement Benefit
or a Supplemental Retirement Benefit to a Plan Participant;

       

      b)           Upon
a decision by the Committee, or by the Board of Directors; or

       

      c)           Upon
a Change in Ownership or Control.

       

      Such
funding may be in the form of single premium annuities, or an amount sufficient
for the trustee to purchase single premium annuities, or life insurance policies
or contracts insuring the lives of Participants, as the case may be, from
qualified and financially sound insurance companies, and such other forms or
types of investments the Company may select from time to time to provide the
applicable vested Excess Retirement Benefits and Supplemental Retirement
Benefits payable under the Plan and Plan Agreements.  Such funding and
the purchase of insurance, if any, will not relieve the Company of its
obligations to pay or cause to be paid the benefits hereunder.

       

      The Rabbi
Trust may be maintained and administered to also provide for the funding of
payment of amounts payable to participants in other deferred compensation and
benefit plans of the Company.  The funding, investments and
administration of the Rabbi Trust in connection with such other separate plan or
plans shall be separately administered and accounted for as determined to be
necessary and appropriate by the Company and trustee pursuant to the terms of
the Rabbi Trust.  It shall be permissible for the trustee to invest
funds of the Rabbi Trust in one or more forms of investment that is common to
plans being funded thereunder.

       

      The Rabbi
Trust shall be a grantor trust of which the Company is the grantor within the
meaning of the Code.  The principal of the Rabbi Trust held and
administered for providing payments under this Plan, or any share thereof so
held and administered, and any earnings thereon, shall be held separate and
apart from other funds of the Company and shall be used exclusively for the uses
and purposes of Part A Participants and/or Part B Participants in the Plan and
general creditors of the Company as specified herein below and in the trust
instrument.  Part A Participants and Part B Participants in the Plan
and their Beneficiaries shall have no preferred claim on, or any beneficial
ownership in any assets of the Rabbi Trust; and any rights created under the
Plan or any Plan Agreements, and the Rabbi Trust are to be made unsecured
contractual rights of Part A Participants and Part B Participants (and their
Beneficiaries, if applicable) against the Company; and assets held by the Rabbi
Trust will be subject to the claims of the Company’s general creditors under
federal and state law in the event of insolvency of the Company.

       

      ARTICLE
VI.                                

      TERMINATION OF
EMPLOYMENT

       

      Neither
the Plan nor any Plan Agreement with a Participant hereunder, either singly or
collectively, in any way obligate the Company, or any subsidiary of the Company,
to continue

       


      
        
           


        

        
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      the
employment of a Part A Participant or a Part B Participant with the Company, or
any subsidiary of the Company, nor does either limit the right of the Company or
any subsidiary of the Company at any time and for any reason to terminate such
Part A Participant’s or Part B Participant’s employment.  Termination
of a Part A Participant’s or Part B Participant’s employment with the Company,
or any subsidiary of the Company, for any reason, whether by action of the
Company, subsidiary, or such a Part A Participant or Part B Participant, shall
immediately terminate such Participant’s participation in the Plan and any such
Participant’s Plan Agreement, and all further obligations of either party
thereunder, except as may be provided in Article VIII of this Part C, and the
Participant’s Plan Agreement.  In no event shall the Plan or a Plan
Agreement, either singly or collectively, by their terms or implications
constitute an employment contract of any nature whatsoever between the Company,
or any subsidiary, and a Part A Participant or Part B Participant.

       

      ARTICLE
VII.                                

      TERMINATION OF
PARTICIPATION

       

      A Part A
Participant and a Part B Participant reserves the right to terminate
participation in the Plan and any such Participant’s Plan Agreement at any time
by giving the Company written notice of such termination not less than 30 days
(i) prior to the anniversary date of any contract or contracts of insurance on
the life of such Part A Participant or Part B Participant which may be in force
and utilized by the Company in connection with the Plan, or (ii) prior to the
date a Part A Participant or Part B Participant selects for termination if no
insurance contract is in effect.

       

      ARTICLE
VIII.                                           

      TERMINATION, AMENDMENT,
MODIFICATION,

      OR SUPPLEMENT OF THE
PLAN

       

      8.1   Amendment or Termination.
Subject to Section 8.2, below, the Company reserves the right to amend, modify,
supplement, or terminate the Plan, wholly or partially, from time to time, and
at any time.  The Company likewise reserves the right to amend,
modify, or supplement any written instrument made or delivered with respect to
the administration of the Plan, or any Plan Agreement, wholly or partially, from
time to time.  Such right to amend, modify, supplement, or terminate
the Plan or any Plan Agreement, as the case may be, shall be exercised for the
Company by the Board of Directors; provided, that the Committee
shall also be authorized to amend or modify the terms and provisions of the
Plan, or such a written instrument or Plan Agreement, except that any amendment
or modification of the Plan or Plan Agreement that changes the form or amount of
any payment or benefit provided for under the Plan shall be made only by action
of the Board of Directors; provided, further, in the event of a
Change in Ownership or Control of the Company, for a period of two (2) years
after the date of such Change of Ownership or Control the surviving corporation
may terminate or amend the Plan only by substitution by such corporation of
another plan or program, or by amendments to the Plan, which provide benefits no
less favorable to the Part A Participants or Part B Participants of this Plan;
and upon the expiration of such two (2) year period such surviving corporation
may thereafter terminate or amend the Plan or any such substituted plan subject
in any case to Section 8.2, below.

       


      
        
           


        

        
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      8.2   Rights and Obligations Upon
Amendment, Termination.  The following terms and conditions
shall govern the rights and obligations of a Part A Participant or Part B
Participant and the Company (including any surviving corporation in event of a
Change of Ownership or Control), respectively, with respect to the amendment or
termination of the Plan.

       

      A. Notwithstanding
anything to the contrary expressed or provided in the Plan or any Plan Agreement
of a Part A Participant or Part B Participant, no amendment, modification or
termination of the Plan, shall decrease a Part A Participant’s or Part B
Participant’s accrued Excess Retirement Benefit or Supplemental Retirement
Benefit, as applicable.  For purposes of this Paragraph A., a Plan
amendment which has the effect of decreasing a Part A Participant’s or Part B
Participant’s accrued Excess Retirement Benefit or Supplemental Retirement
Benefit, as the case may be, or eliminating any optional form of payment of a
Participant’s accrued Excess Retirement Benefit or Supplemental Retirement
Benefit, with respect to benefits attributable to service before the amendment
shall be treated as reducing an accrued Excess Retirement Benefit or
Supplemental Retirement Benefit. If a vesting schedule under the Plan or any
Plan Agreement is amended, a Part A Participant’s and Part B Participant’s
non-forfeitable percentage, determined as of the later of the date such
amendment is adopted or the date it becomes effective, will not be less than the
percentage computed under Part A and Part B of the Plan and Plan Agreements, as
applicable, without regard to such amendment.

       

      B. Except as
provided in paragraph A of this Section 8.2, upon the termination of the Plan by
the Board of Directors, or a termination of the Plan Agreement of a Participant,
in accordance with the provisions for such termination, neither the Plan nor the
Plan Agreement shall be of any further force or effect, and no party shall have
any further obligation under either the Plan or any Plan Agreement so
terminated, except as provided in the Plan or Plan Agreement with respect to
accrued benefits at the time of such termination or as elsewhere provided in the
Plan.

       

      C. For
purposes of paragraphs A and B of this Section 8.2, the term “Plan” shall also
mean and include any substituted plan that may be established in event of a
Change of Ownership or Control as described in Section 8.1, above, and the terms
“Excess Retirement Benefit” and “Supplemental Retirement Benefit” shall also
mean and include any benefit provided for under such a substituted
plan.

       

      ARTICLE
IX.                                

      TREATMENT OF
BENEFITS

       

      The
Excess Retirement Benefit provided for a Part A Participant and the Supplemental
Retirement Benefit provided for a Part B Participant under the Plan and/or under
any Plan Agreement are in addition to any other benefits available to such
Participant under any other Plan, plan or agreement of the Company for its
Employees and the Participants, and, except as may be otherwise expressly
provided for, the Plan and Plan Agreements entered into hereunder shall
supplement and shall not supersede, modify, or amend any other Plan, plan or
agreement of the Company.  The Excess Retirement Benefits and
Supplemental Retirement Benefits under the Plan and/or Plan Agreements entered
into hereunder shall not be considered compensation for

       


      
        
           


        

        
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      the
purpose of computing contributions or benefits under any plan maintained by the
Company, or any of its subsidiaries, which is qualified under Section 401(a) of
the Code.

       

      ARTICLE
X.                                

      RESTRICTIONS ON ALIENATION
OF BENEFITS

       

      No Excess
Retirement Benefit or Supplemental Retirement Benefit under the Plan or a Plan
Agreement shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge the same shall be void.  No Excess
Retirement Benefit and Supplemental Retirement Benefit under the Plan or under
any Plan Agreement shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to such
thereto.  If any Part A Participant or Part B Participant under the
Plan or a Plan Agreement should become bankrupt or attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge any right to a benefit under
the Plan or under any Plan Agreement, then such right or benefit shall, in the
discretion of the Committee, cease, and in such event, the Committee may, but
shall have no duty to hold or apply the same or any part thereof for the benefit
of such Part A Participant or Part B Participant, or his/her Beneficiary, in
such portion as the Committee, in its sole and absolute discretion, may deem
proper.

       

      ARTICLE
XI.                                

      MISCELLANEOUS

       

      11.1   Deferral of Compensation
Requirements. The following requirements stated in this Section 11.1
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:

       

      (i) Separation
from Service of the Participant,

       

      (ii) the date
the Participant becomes Disabled,

       

      (iii) death of
the Participant,

       

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

       

      (v) a Change
in Ownership or Control, or

       

      (vi) 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.

       


      
        
           


        

        
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      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.

       

      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.

       

      11.2   Execution of Receipts and
Releases.  Any payment to a Participant, a Participant’s legal
representative, or Beneficiary in accordance with the provisions of the Plan or
any Plan Agreement executed hereunder shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Company.  The Company
may require such Participant, legal representative, or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release therefore
in such form as it may determine.

       

      11.3   No Guarantee of
Interests.  Neither the Committee nor any of its members
guarantees the payment of any amounts which may be or becomes due to any person
or entity under the Plan or any Plan Agreement executed
hereunder.  The liability of the Company to make any payment under the
Plan or any Plan Agreement executed hereunder is limited to the then available
assets of the Company and the Rabbi Trust established under Section 5.4 of this
Part C.

       

      11.4   Company
Records.  Records of the Company as to a Participant’s
employment, termination of employment and the reason therefore, reemployment,
authorized leaves of absence, and compensation shall be conclusive on all
persons and entities, unless determined to be incorrect.

       

      11.5   Evidence.  Evidence
required of anyone under the Plan and any Plan Agreement executed hereunder may
be by certificate, affidavit, document, or other information which the person or
entity acting on it considers pertinent and reliable, and signed, made, or
presented by the proper party or parties.

       

      11.6   Notice. Any notice which
shall be or may be given under the Plan or a Plan Agreement executed hereunder
shall be in writing and shall be mailed by United States mail, postage
prepaid.  If notice is to be given to the Company, such notice shall
be addressed to the Company at:

       

      100 West
Fifth Street

       

      Tulsa,
Oklahoma 74103

       


      
        
           


        

        
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      and
marked to the attention of the Secretary, Executive Compensation Committee; or,
if notice to a Participant, addressed to the address shown on such Participant’s
most recent employment file with the Company.

       

      11.7   Change of
Address.  Any party may, from time to time, change the address
to which notices shall be mailed by giving written notice of such new
address.

       

      11.8   Effect of
Provisions.  The provisions of the Plan and of any Plan
Agreement executed hereunder shall be binding upon the Company and its
successors and assigns, and upon a Participant, the Participant’s Beneficiary,
assigns, heirs, executors, and administrators.

       

      11.9   Headings.  The
titles and headings of Articles and Sections are included for convenience of
reference only and are not to be considered in the construction of the
provisions hereof or any Plan Agreement executed hereunder.

       

      11.10        
Governing Law.  All
questions arising with respect to the Plan and any Plan Agreement executed
hereunder shall be determined by reference to the laws of the State of Oklahoma
in effect at the time of their adopting and execution,
respectively.

       

      11.11        
Effective
Date.  Except to the extent explicitly stated otherwise herein,
the terms and provisions of this amended and restated Plan shall be effective
December 18, 2008.

       

       

      ONEOK,
Inc.

       

                                          By:                                                                      

       

      ____________________

       

      



      
        
           


        

        
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      APPENDIX
I

       

      ONEOK,
Inc. 2005 Supplemental Executive Retirement Plan

      


      DESIGNATION
AND ELECTION OF AND FOR  PARTICIPANT AND PARTICIPATION
AGREEMENT

      


      (PLEASE
PRINT OR TYPE) Mail to: ONEOK, Inc., Attn: David Roth, Mail Drop 18-48, P.O. Box
871, Tulsa, OK 74102

      


      PARTICIPANT
INFORMATION

      


      Name:
___________________            Employee
No._______________________

      


      SERP Part
A & B Participant Commencement Date ____________________

      


      Marital
Status at Part A & B Participant Commencement Date
_________________

      


      PART
I - DETERMINATION OF ELIGIBILITY AND DESIGNATION AND SELECTION OF EMPLOYEE TO BE
PARTICIPANT

      


      __________________________(“Participant”)
is hereby determined to be in a select group of management or highly compensated
employees of the Company, who is eligible to become and is selected to be as a
Participant in the ONEOK, Inc. 2005 Supplemental Executive Retirement Plan
(Plan), effective _____________, 200___.

      


      ___________________________
is hereby designated to be a Part A Participant in the Plan.

      ___________________________
is hereby designated to be a Part B Participant in the Plan.

      


      This
determination and selection is made pursuant to Sections 2.1 and 2.2 of Article
II, Part A of the Plan and Sections 2.1 and 2.2 of Article II of Part B of the
Plan.

      


      Except as
otherwise provided in this instrument and the Plan with respect to the
Participant's election of a Specified Time for his/her Normal Specified
Distribution Date, the time and form of payment shall be elected and determined
under the Plan and by the Company as confirmed by this instrument.

      


      Pursuant
to Section 2.4 of Article II, Part A of the Plan, Participant, as a designated
Part A Participant in the Plan is determined to be entitled to and shall be paid
an Excess Retirement Benefit at his/her Normal Specified Time of Distribution,
as provided for under the Plan. Pursuant to Section 2.4 of Article II, Part B of
the Plan, Participant, as a designated Part B Participant in the Plan is
determined to be entitled to and shall be paid a Supplemental Retirement Benefit
at his/her Normal Specified Time of Distribution, as provided for under the
Plan.

      


      The time
and form of payment designated by or for the Participant shall be effective on
the date of this instrument and shall be as provided for in Article III of Part
A of the Plan for the Excess


      
        
           


        

        
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      Retirement
Benefit, and as provided for in Article III of Part B of the Plan for the
Supplemental Retirement Benefit.

      


      This
determination and deferral of compensation under the Plan shall apply with
respect to compensation to the deferred by or to the selected Participant on and
after the date of this instrument.

      


      Date:                      ______________________              ____________________________

                                      John W.
Gibson

                                                                       Chief Executive
Officer

      ONEOK, Inc.

      


      


      


      PART
II - ELECTION AND PARTICIPATION AGREEMENT

      


      SECTION
1: BACKGROUND AND INSTRUCTIONS

      


      Time
of Payment of SERP Benefit

      


      The
ONEOK, Inc. 2005 Supplement Executive Retirement Plan (“SERP" or the “Plan”), as
amended,  provides that the Excess Retirement Benefit that you accrue
as a Part A Participant and Supplemental Retirement Benefit that you accrue as a
Part B Participant will be paid and distributed to you at your Normal Specified Distribution
Date. 

      


      Your
Normal Specified Distribution Date is the later of (1) the Specified
Time (specified calendar date) you elect to receive payment and distribution of
the Excess Retirement Benefit and Supplemental Retirement Benefit,
or  (2) the date you (i) have attained age 50, (ii) completed 5 years
of service with the Company, and (iii) separated from service with the
Company.

      


      For
example, if at the Specified Time that you elect for payment and distribution of
your Excess Retirement Benefit and Supplemental Retirement Benefit you are still
employed by the Company, your Excess Retirement Benefit and Supplemental
Retirement Benefit will not be paid and distributed to you at that Specified
Time, and instead will be paid and distributed to you when you subsequently
separate from service with the Company.

      


      Similarly,
if the Specified Time you elect is later than the date you separate from service
with the Company, your Excess Retirement Benefit and Supplemental Retirement
Benefit will be paid and distributed to you at the Specified Time you
elect.

      


      You may
elect a time of payment that is the date you have (i) attained age 50, (ii)
completed 5 years of service with the Company, and (iii) separated from service
with the Company, and not otherwise elect a specific other date of payment in
your election.

      



      
        
           


        

        
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      Time
of Election of Specific Date (Time of Payment) as Your Normal Specified
Distribution Date

      


      Election of Specified Time
(Time of Payment) of Excess Retirement Benefit and Supplemental
Retirement  Benefit

      


      You must
make an irrevocable election of the Specified Time you want to be your Normal
Specified Distribution Date within thirty (30) days after the date you are
designated and selected to be a Part A Participant or Part B Participant in the
SERP.

      


      Subsequent
Election

      


      The SERP
provides that as a Part A Participant and Part B Participant you may make a
Subsequent Election to change the Normal Specified Distribution Date you
initially elect to a Subsequent Election Distribution Date. The Subsequent
Election is made as to the Specified Time you initially elected, or any
Subsequent Election Specified Time you have previously elected under the
Plan.

      


      A
Subsequent Election to change the Specified Time of payment of an Excess
Retirement Benefit and Supplemental Retirement Benefit is subject to several
special requirements that limit its effect and use.

      


      A
Subsequent Election cannot take effect until at least twelve (12) months after
the date it is made, the payment of the Excess Retirement Benefit and
Supplemental Retirement Benefit must be deferred for a period of not less than
five (5) years from the date payment would otherwise have been paid, and the
Subsequent Election cannot be made less than twelve (12) months before the
payment of the Excess Retirement Benefit and Supplemental Retirement
Benefit  is to be paid.

      


      Because
of these special restrictions and limitations, you should review your initially
elected Normal Specified Distribution Date periodically and carefully consider
it and any possible Subsequent Election to change the Specified Time you
initially elect in this instrument.

      


      You may
obtain information about making a Subsequent Election from the Company Employee
Benefits department.

      


      Form
of Payment of SERP Benefit

      


      The SERP
provides that if you are married at the time you commence participation as a
Part A Participant and Part B Participant, your Excess Retirement Benefit and
Supplemental Retirement Benefit will be paid to you in the form of a 50% joint
and survivor annuity.

      


      If you
are unmarried at the time you commence participation as a Part A Participant and
Part B Participant, your Excess Retirement Benefit and Supplemental Retirement
Benefit will be paid to you in the form of a single (straight) life
annuity.


      
        
           


        

        
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      As a Part
A Participant  and Part B Participant, you may elect to change the
form of payment of your Excess Retirement Benefit and Supplemental Retirement
Benefit to any actuarially equivalent annuity form of payment that is provided
for under the Retirement Plan for Employees of ONEOK, Inc. and Subsidiaries if
you make that change election prior to commencement of payment of your Excess
Retirement Benefit and Supplemental Retirement Benefit. A change only in such
allowed annuity forms of payment is not considered a Subsequent Election subject
to the special rules and limitations described above for Subsequent
Elections.

      


      SECTION
2: PART A PARTICIPANT ELECTION OF NORMAL SPECIFIED DISTRIBUTION
DATE

      


      I hereby
irrevocably elect as the time of payment of my Excess Retirement Benefit and
Supplemental Retirement Benefit:

      (
Initial and date one space)

      


      _______     _______The
later of (1)_____________, or (2) the date I have (i) attained age fifty (50) ,
(ii) completed five (5) years of service with the Company, and (iii) separated
from service with the Company.

      


      ________    _______The
date I have (i) attained age fifty (50), (iii) completed five (5) years of
service with the Company and (iii) separated from service with the
Company.

      


      I
understand my election of the Specified Time stated above in this instrument is
irrevocable and shall remain in effect as the time of payment of my Excess
Retirement Benefit and Supplemental Retirement Benefit unless and until I file a
written Subsequent Election as to time of payment in accordance with the terms
of the SERP.

      


      I
understand, acknowledge and agree that I elect to participate in the Plan in
accordance with and subject to all terms and provisions of the Plan, and subject
to the terms and provisions of this instrument, which shall be administered,
interpreted and applied as determined by the Company and Committee under such
terms and provisions of the Plan.

      


      Employee’s
Signature__________________________ Date_________________

      


      Witness
_____________________________________ Date_________________

      


      SECTION
3: ONEOK USE ONLY

      


      Received
By___________________________            Date__________________

      


      


       

      


       

      


       

      



      
        
           


        

        
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