Exhibit (10)(a)

1. Purposes.

The purposes of this Plan are (a) to provide competitive incentives that will enable the Company to attract, retain, motivate, and reward Key Employees and Non-Employee Directors of the Company, and (b) to give the Company's Key Employees and Non-Employee Directors an interest parallel to the interests of the Company's shareholders generally.

2. Definitions.

Unless otherwise required by the context, the following terms, when used in this Plan, shall have the meanings set forth in this Section 2.

(a) "Beneficiary" means a person or entity (including a trust or estate), designated in writing by a Participant on such forms and in accordance with such terms and conditions as the Committee may prescribe, to whom the Participant's rights under the Plan shall pass in the event of the death of the Participant.

(b) "Board" or a "Board of Directors" means the Board of Directors of the Company, as constituted from time to time.

(c) A "Change in Control" shall mean the occurrence of any of the following:

(1) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the then outstanding Shares or the combined voting power of the Company's then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred pursuant to this Section 2(c), Shares or Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any company or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned or controlled, directly or indirectly, by the Company (for purposes of this definition, a "Related Entity"), (ii) the Company or any Related Entity, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

(2) The individuals who, as of February 15, 2001, are members of the Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least a majority

of the members of the Board of Directors; or, following a Merger which results in a Parent Company, the board of directors of the ultimate Parent Company; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(3) The consummation of:

(i) A merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued (a "Merger"), unless such Merger is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger where:

(A) the stockholders of the Company, immediately before such Merger, own directly or indirectly immediately following such Merger at least fifty percent (50%) of the combined voting power of the outstanding voting securities of (x) the company resulting from such Merger (the "Surviving Company") if fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Surviving Company is not Beneficially Owned, directly or indirectly by another Person (a "Parent Company"), or (y) if there is one or more Parent Companies, the ultimate Parent Company;

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (x) the Surviving Company, if there is no Parent Company, or (y) if there is one or more Parent Companies, the ultimate Parent Company; and

(C) no Person other than (1) the Company, (2) any Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such Merger was maintained by the Company or any Related Entity, or (4) any Person who, immediately prior to such Merger had Beneficial Ownership of thirty percent (30%) or more of the then outstanding Voting Securities or Shares, has Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the outstanding voting securities or common stock of (x) the Surviving Company if there is no Parent Company, or (y) if there is one or more Parent Companies, the ultimate Parent Company.

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other, disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Related Entity or under conditions that would constitute a Non- Control Transaction with the disposition of assets being regarded as

a Merger for this purpose or the distribution to the Company's stockholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing,

(A) A Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities if: (1) such acquisition occurs as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this subparagraph) as a result of the acquisition of Shares or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities which increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur, or (2) (a) within five business days after a Change in Control would have occurred (but for the operation of this subparagraph), or if the Subject Person acquired Beneficial Ownership of twenty percent (20%) or more of the then outstanding Shares or the combined voting power of the Company's then outstanding Voting Securities inadvertently, then after the Subject Person discovers or is notified by the Company that such acquisition would have triggered a Change in Control (but for the operation of this subparagraph), the Subject Person notifies the Board of Directors that it did so inadvertently, and (b) within two business days after such notification, the Subject Person divests itself of a sufficient number of Shares or Voting Securities so that the Subject Person is the Beneficial Owner of less than twenty percent (20%) of the then outstanding Shares or the combined voting power of the Company's then outstanding Voting Securities.

(B) A Change in Control shall not be deemed to occur if (1) the Shareholder Group (as defined in the Shareholder Agreement) acquires Beneficial Ownership of fifteen percent (15%) or more of the Company's Voting Securities pursuant to the terms of the Shareholder Agreement, by and between WAI, Inc. (now known as ONEOK, Inc.) and Western Resources, Inc. dated as of November 26, 1997 (the "Shareholder Agreement"), until the earlier of (a) the termination of the Shareholder Agreement or (b) the successful consummation of a Buyout Tender Offer as defined in Section 3.6(b) of the Shareholder Agreement, but upon either of such events, the acquisition or existence of such percentage of Beneficial Ownership by Western Resources, Inc. or any of its affiliates shall constitute a Change in Control or (2) the equity securities of the Company owned by the Shareholder Group are in any manner restructured with the approval of a majority of the members of the Incumbent Board (excluding Shareholder Nominees, as defined in the Shareholder Agreement).

Notwithstanding anything in this Plan to the contrary, if an eligible Key Employee's employment is terminated by the Company without Just Cause prior to the date of a Change in Control but the eligible Key Employee reasonably demonstrates that the termination (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (B) otherwise arose in connection with, or in anticipation of, a Change in Control

which has been threatened or proposed, such termination shall be deemed to have occurred after a Change in Control for purposes of this Plan, provided a Change in Control shall actually have occurred.

(d) "Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. References to a particular section of the Code shall include references to any related Treasury Regulations and to successor provisions.

(e) "Committee" means the Committee appointed by the Board of Directors to administer the Plan pursuant to the provisions of section 11(a) below.

(f) "Common Stock" means common stock, $0.01 par value, of the Company.

(g) "Company" means ONEOK, Inc., an Oklahoma corporation, its successors and assigns, or any division or Subsidiary thereof.

(h) "Director Fees" means all compensation and fees paid to a Non-Employee Director by the Company for his services as a member of the Board of Directors.

(i) "Director Stock Award" means an award of ONEOK, Inc. Common Stock granted to a Non-Employee Director.

(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

(l) "General Counsel" means the General Counsel of the Company serving from time to time.

(m) "Incentive Stock Option" means an option, including an Option as the context may require, intended to qualify for the tax treatment applicable to incentive stock options under section 422 of the Code.

(n) "Just Cause" shall mean the Key Employee's conviction in a court of law of a felony, or any crime or offense in a court of law of a felony, or any crime or offense involving misuse or misappropriation of money or property, the Key Employee's violation of

any covenant, agreement or obligation not to disclose confidential information regarding the business of the Company (or a division or Subsidiary); any violation by the Key Employee of any covenant not to compete with the Company (or a division or Subsidiary); any act of dishonesty by the Key Employee which adversely affects the business of the Company (or a division or subsidiary); any willful or intentional act of the Key Employee which adversely affects the business of, or reflects unfavorably on the reputation of the Company (or a division or Subsidiary); the Key Employee's use of alcohol or drugs which interferes with the Key Employee's performance of duties as an employee of the Company (or a division or Subsidiary); or the Key Employee's failure or refusal to perform the specific directives of the Company's Board of Directors, or its officers which directives are consistence with the scope and nature of the Key Employee's duties and responsibilities with the existence and occurrence of all of such causes to be determined by the Company in its sole discretion; provided, that nothing contained in the foregoing provisions of this paragraph shall be deemed to interfere in any way with the right of the Company (or a division or Subsidiary), which is hereby acknowledged, to terminate the Key Employee's employment at any time without cause.

(o) "Key Employee" means an employee of the Company, including an officer or director who is such an employee, who the Committee determines is in a position to contribute significantly to the growth and profitability of, or to perform services of major importance to, the Company, its divisions and Subsidiaries.

(p) "Non-Employee Director" means a member of the Board of Directors of the Company who is not an employee of the Company, and who qualifies as a "Non-Employee Director" under the definition of that term in SEC Rule 16b-3.

(q) "Non-Statutory Stock Option" means an option, including an Option as the context may require, which is not intended to qualify for the tax treatment applicable to incentive stock options under section 422 of the Code.

(r) "Option" means an option granted under this Plan to purchase shares of Common Stock. Options may be Incentive Stock Options or Non-Statutory Stock Options.

(s) "Participant" means a Key Employee or Non-Employee Director who has been granted a Stock Incentive.

(t) "Performance Unit Award" means an amount of cash or shares of Common Stock or a combination of each, that will be distributed in the future if continued employment and/or other performance objectives or contingencies specified by the Committee are attained. Such other performance objectives may include, without limitation, corporate, divisional or business unit financial or operating performance measures and such other contingencies may include the Participant's depositing with the Company, acquiring or retaining for stipulation time periods specified amounts of Common Stock. The amount of the award may but need not be determined by reference to the

market value of Common Stock.

(u) "Plan" means the ONEOK, Inc. Long-Term Incentive Plan set forth in these pages, as amended from time to time.

(v) "Plan Year" means the calendar year beginning on January 1 and ending the next December 31.

(w) "Restricted Stock Award" means shares of Common Stock which are issued or transferred to a Participant under Section 5 below and which will become free of restrictions specified by the Committee if continued employment and/or other performance objectives or contingencies specified by the Committee are attained. Such other performance objectives may include, without limitation, corporate, divisional or business unit financial or operating performance measures and such other contingencies may include the Participant's depositing with the Company, acquiring or retaining for stipulated time periods specified amounts of Common Stock.

(x) "SEC Rule 16b-3" means Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act, as such rule or any successor rule may be in effect from time to time.

(y) "Section 16 Person" means a person subject to Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.

(z) "Shares" means the common stock, par value $.01 per share, of the Company and any other securities into which such shares are changed or for which such shares are exchanged.

(aa) "Stock Bonus Award" means an amount of cash or shares of Common Stock which is distributed to a Participant or which the Committee agrees to distribute in the future to a Participant in lieu of, or as a supplement to, any other compensation that may have been earned by services rendered prior to the date the distribution is made. The amount of the award may but need not be determined by reference to the market value of Common Stock. Performance Unit Awards and Restricted Stock Awards are specific types of Stock Bonus Awards.

(bb) "Stock Incentive" means an award granted under this Plan in one of the forms provided for in Section 3.

(cc) "Subsidiary" means a corporation or other form of business association of which shares (or other ownership interest) having more than 50 percent of the voting power are or in the future become owned or controlled, directly or indirectly, by the Company; provided, however, that in the case of an Incentive Stock Option, the term "Subsidiary" shall mean a Subsidiary (as defined by the preceding clause) which is

also a "subsidiary corporation" as defined in Section 424(f) of the Code.

3. Grants of Stock Incentives.

(a) Subject to the provisions of the Plan, the Committee may at any time, or from time to time, grant Key Employees Stock Bonus Awards, which may but need not be Performance Unit Awards or Restricted Stock Awards, and/or Options, which may be Incentive Stock Options or Non-Statutory Stock Options.

(b) Subject to the provisions of the Plan, the Committee shall grant Director Stock Awards to Non-Employee Directors in accordance with
Section 7 of the Plan. Notwithstanding anything else otherwise expressed or implied in the Plan, no other form of Stock Incentive shall be granted to Non-Employee Directors under the Plan, and in no event shall any grant of an Incentive Stock Option be made to a Non-Employee Director.

(c) After a Stock Incentive has been granted,

(i) the Committee may waive any term or condition thereof that could have been excluded from such Stock Incentive when it was granted, and

(ii) with the written consent of the affected Participant, may amend any Stock Incentive after it has been granted to include (or exclude) any provision which could have been included in (or excluded from) such Stock Incentive when it was granted, and no additional consideration need be received by the Company in exchange for such waiver or amendment.

4. Stock Subject to the Plan.

(a) The maximum number of shares of Common Stock which was authorized to be issued or transferred pursuant to Stock Incentives to be granted under the Plan upon the Plan's initial adoption on August 17, 1995, was 1,000,000 shares of Common Stock ("Initially Authorized Shares"), of which 554,800 shares remain available for grant as of August 20, 1998; and the Board has authorized that the amount of those shares remaining eligible to be granted on the effective date ofthe Plan, as amended and restated, be carried over and continued to be reserved, together with reservation of an additional number of shares necessary to have a total of 2,000,000 shares of Common Stock which may be issued or transferred pursuant to Stock Incentives granted under the Plan on and after the date of such amendment and restatement of the Plan, subject to the provisions below of paragraph 4(c) and of Section 9; provided, that the maximum number of shares of Common Stock with respect to which Options or other Stock Incentives may be granted or issued to any employee under the Plan during any year is 150,000.

(b) Such shares may be authorized but unissued shares of Common Stock, shares of

Common Stock held in treasury, whether acquired by the Company specifically for use under this Plan or otherwise, or shares issued or transferred to, or otherwise acquired by, a trust pursuant to paragraph 12(d) below, as the Committee may from time to time determine, provided, however, that any shares acquired or held by the Company for the purposes of this Plan shall, unless and until issued or transferred to a trust pursuant to paragraph 12(d) below or to a Participant in accordance with the terms and conditions of a Stock Incentive, be and at all times remain authorized but unissued shares or treasury shares (as the case may be), irrespective of whether such shares are entered in a special account for purposes of this Plan, and shall be available for any corporate purpose.

(c) If any shares of Common Stock subject to a Stock Incentive shall not be issued or transferred to a Participant and shall cease to be issuable or transferable to a Participant because of the termination, expiration or cancellation, in whole or in part, of such Stock Incentive or for any other reason, or if any such shares shall, after issuance or transfer, be reacquired by the Company because of the Participant's failure to comply with the terms and conditions of a Stock Incentive or for any other reason, the shares not so issued or transferred, or the shares so reacquired by the Company, as the case may be, shall no longer be charged against the limitations provided for in paragraph (a) above of this Section 4 and may again be made subject to Stock Incentives; provided that the number of shares not so issued or transferred and any such reacquired shares may again be made subject to Stock Incentives for Section 16 Persons only if the General Counsel determines that doing so would not jeopardize any exemption from Section 16 of the Exchange Act (including without limitation SEC Rule 16b-3) for which the Company intends Section 16 Persons to qualify. If a Participant pays the purchase price of shares subject to an Option by surrendering shares of Common Stock in accordance with the provisions of paragraph 6(b)(iv) below, the number of shares surrendered shall be added back to the number of shares available for issuance or transfer under the Plan so that the maximum number of shares that may be issued or transferred under the Plan pursuant to paragraph 4(a) above shall have been charged only for the net number of shares issued or transferred pursuant to the Option exercise.

5. Stock Bonus Awards, Performance Unit Awards and Restricted Stock Awards.

Stock Bonus Awards, Performance Unit Awards and Restricted Stock Awards shall be subject to the following provisions:

(a) A Key Employee may be granted a Stock Bonus Award, Performance Unit Award or Restricted Stock Award, and a Non-Employee Director may be granted a Director Stock Award, whether or not he or she is eligible to receive similar or dissimilar incentive compensation under any other plan or arrangement of the Company.

(b) Shares of Common Stock subject to a Stock Bonus Award may be issued or transferred to a Participant at the time such Award is granted, or at any time

subsequent thereto, or in installments from time to time, and subject to such terms and conditions, as the Committee shall determine. In the event that any such issuance or transfer shall not be made to the Participant at the time such Award is granted, the Committee may but need not provide for payment to such Participant, either in cash or shares of Common Stock, from time to time or at the time or times such shares shall be issued or transferred to such Participant, of amounts not exceeding the dividends which would have been payable to such Participant in respect of such shares (as adjusted under Section 9) if such shares had been issued or transferred to such Participant at the time such Award was granted.

(c) Any Stock Bonus Award, Performance Unit Award or Restricted Stock Award may, in the discretion of the Committee, be settled in cash, on each date on which shares would otherwise have been delivered or become unrestricted, in an amount equal to the Fair Market Value on such date of the shares which would otherwise have been delivered or become unrestricted; and the number of shares for which such cash payment is made shall be added back to the maximum number of shares available for use under the Plan, provided that the number of shares for which such cash payment is made may be made subject to Stock Incentives for Section 16 Persons only if the General Counsel determines that doing so would not jeopardize any exemption from Section 16 of the Exchange Act (including without limitation SEC Rule 16b-3) for which the Company intends
Section 16 Persons to qualify.

(d) Stock Bonus Awards, Performance Unit Awards and Restricted Stock Awards shall be subject to such terms and conditions, including, without limitation, restrictions on the sale or other disposition of the shares issued or transferred pursuant to such Award, and conditions calling for forfeiture of the Award or the shares issued or transferred pursuant thereto in designated circumstances, as the Committee shall determine; provided, however, that upon the issuance or transfer of shares to a Participant pursuant to any such Award, the recipient shall, with respect to such shares, be and become a shareholder of the Company fully entitled to receive dividends, to vote and to exercise all other rights of a shareholder except to the extent otherwise provided in the Award. All or any portion of a Stock Bonus Award may but need not be made in the form of a Performance Unit Award or a Restricted Stock Award.

(e) Each Stock Bonus Award, Performance Unit Award and Restricted Stock Award shall be evidenced by a written instrument in such form as the Committee shall determine, signed by an officer of the Company duly authorized to do so, provided that such instrument is consistent with this Plan and incorporates it by reference.

(f) Director Stock Awards shall be granted as determined by the Committee in accordance with the provisions of Section 7, and as otherwise provided by this Plan.

6. Options.

Options shall be subject to the following provisions:

(a) Subject to the provisions of Section 9, the purchase price per share shall be, in the case of an Incentive Stock Option, not less than 100 percent of the Fair Market Value of a share of Common Stock on the date the Incentive Stock Option is granted (or in the case of any optionee who, at the time such Incentive Stock Option is granted, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or subsidiary corporation, not less than 110 percent of the Fair Market Value of a share of Common Stock on the date the Incentive Stock Option is granted) and, in the case of a Non-Statutory Stock Option, not less than the par value (if any) of a share of Common Stock on the date the Non-Statutory Stock Option is granted. A Non-Statutory Stock Option may (but need not) entitle the Participant to purchase shares of Common Stock at any fixed discount specified by the Committee from Fair Market Value on the date of purchase. Subject to the foregoing limitations, the purchase price per share may, if the Committee so provides at the time of grant of an Option, be indexed to the increase or decrease in an index specified by the Committee.

(b) The purchase price of shares subject to an Option may be paid in whole or in part (i) in cash, (ii) by bank-certified, cashier's or personal check subject to collection, (iii) if so provided in the Option and subject to such terms and conditions as the Committee may impose, by delivering to the Company a properly executed exercise notice together with a copy of irrevocable instructions to a stockbroker to sell immediately some or all of the shares acquired by exercise of the Option and to deliver promptly to the Company an amount of sale proceeds (or, in lieu of or pending a sale, loan proceeds) sufficient to pay the purchase price, or (iv) if so provided in the Option and subject to such terms and conditions as are specified in the Option, in shares of Common Stock or other property surrendered to the Company. Property for purposes of this paragraph shall include an obligation of the Company unless prohibited by applicable law. Shares of Common Stock thus surrendered shall be valued at their Fair Market Value on the date of exercise. Any such other property thus surrendered shall be valued at its fair market value on any reasonable basis established or approved by the Committee. If so provided in the Option and subject to such terms and conditions as are specified in the Option, in lieu of the foregoing methods of payment, any portion of the purchase price of the shares to be issued or transferred may be paid by a promissory note secured by pledge of the purchased shares in such form and containing such provisions (which may but need not provide for interest and for payment of the note at the election of the Participant in cash or in shares of Common Stock or other property surrendered to the Company) as the Committee may approve; provided that (A) if the Committee permits any such note to be paid by surrender of shares of Common Stock, such shares shall be valued at their Fair Market Value on the date of such surrender, and (B) if the Committee permits any such note to be paid by surrender of other property, such other property shall be valued at its fair market value on any reasonable basis established or approved by the Committee, and (C) in the case of an Incentive Stock Option, any such note shall bear

interest at the minimum rate required to avoid imputation of interest under federal income tax laws applicable at the time of exercise and (D) any such note shall mature in ten years or such lesser period as may be specified by the Committee.

(c) Options may be granted for such lawful consideration, including money or other property, tangible or intangible, or labor or services received or to be received by the Company, as the Committee may determine when the Option is granted. Property for purposes of the preceding sentence shall include an obligation of the Company unless prohibited by applicable law. Subject to the foregoing and the other provisions of this Section 6, each Option may be exercisable in full at the time of grant or may become exercisable in one or more installments, at such time or times and subject to satisfaction of such terms and conditions as the Committee may determine. The Committee may at any time accelerate the date on which an Option becomes exercisable, and no additional consideration need be received by the Company in exchange for such acceleration. Unless otherwise provided in the Option, an Option, to the extent it becomes exercisable, may be exercised at any time in whole or in part until the expiration or termination of the Option.

(d) Each Option shall be exercisable during the life of the optionee only by him or her or his or her guardian or legal representative, and after the death only by his or her Beneficiary or, absent a Beneficiary, by his or her estate or by a person who acquired the right to exercise the Option by will or the laws of decent and distribution. provided that an Option of a Section 16 Person and any Incentive Stock Option may be exercisable after death by a Beneficiary only if such exercise would be, in the opinion of the General Counsel, permissible under and consistent with SEC Rule 16b-3 or Section 422 of the Code, as the case may be. Each Option shall expire at such time or times as the Committee may determine, provided that notwithstanding any other provision of this Plan,
(i) no Option shall be exercisable after the tenth anniversary of the date the Option was granted, and (ii) no Incentive Stock Option which is granted to any optionee who, at the time such Option is granted, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or subsidiary corporation, shall be exercisable after the expiration of five (5) years from the date such Option is granted. If an Option is granted for a term of less than ten years, the Committee may, at any time prior to the expiration of the Option, extend its term for a period ending not later than on the tenth anniversary of the date the Option was granted, and no additional consideration need be received by the Company in exchange for such extension. The Committee may but need not provide for an Option to be exercisable after termination of employment until its fixed expiration date (or until an earlier date or specified event occurs).

(e) An Option may, but need not, be an Incentive Stock Option. All shares of Common Stock which may be made subject to Stock Incentives under this Plan may be made subject to Incentive Stock Options; provided that the aggregate Fair Market Value (determined as of the time the Option is granted) of the stock with respect to which

Incentive Stock Options may be exercisable for the first time by any Key Employee during any calendar year (under all plans, including this Plan, of his or her employer corporation and its parent and subsidiary corporations) shall not exceed $100,000 or such other amount as may apply under the Code.

(f) Each Option shall be evidenced by a written instrument, signed by an officer of the Company duly authorized to do so, which shall contain such terms and conditions, and shall be in such form, as the Committee shall determine, provided the instrument is consistent with this Plan and incorporates it by reference. An Option, if so approved by the Committee, may include terms, conditions, restrictions and limitations in addition to those provided for in this Plan including, without limitation, terms and conditions providing for the transfer or issuance of shares, on exercise of an Option, which may be non-transferable and forfeitable to the Company in designated circumstances.

(g) The Committee may specify, at the time of grant of an Incentive Stock Option or, with respect to a Non-Statutory Stock Option, at or after the time of grant, that a Participant shall be granted a Non-Statutory Stock Option (a "Restored Option") if and when (i) such Participant exercise all or part of an Option, including a previously granted Restored Option, (an "Original Option") by surrendering shares of Common Stock already owned by him or her in full or partial payment of the Option price under such Original Option and/or (ii) shares of Common Stock are surrendered or withheld to satisfy tax obligations incident to the exercise of such Original Option. All Restored Options shall be subject to the availability of shares of Common Stock under the Plan at the time of such exercise. A Restored Option shall cover a number of shares of Common Stock not greater than the number of shares of Common Stock surrendered in payment of the option price under such Original Option and/or used to satisfy any tax obligation incident to the exercise of such Original Option. Each Restored Option shall have an option price equal to the Fair Market Value of the Common Stock on the date of grant of the Restored Option and shall expire on the stated expiration date of the Original Option. The date of grant of a Restored Option shall be the date on which the exercise of the Original Option or a previously granted Restored Option resulted in the grant of such Restored Option. A Restored Option shall be exercisable at any time and from time to time from or after the date of grant of the Restored Option (or as the Committee in its sole discretion shall otherwise specify in the written instrument evidencing the Restored Option). The written instrument evidencing a Restored Option shall contain such other terms and conditions, which may include a restriction on the transferability of the Common Stock received upon the exercise of the Original Option or Restored Option, as the Committee in its sole discretion may deem desirable.

(h) No Participant shall make any elective contribution or employee contribution to the Plan (within the meaning of Treasury Regulation Section 1.401(k)-1(d)(2)(iv)(B)(4) during the balance of the calendar year after the Participant's receipt of a hardship distribution from a plan of the Company or a related party within the provisions of

Code Sections 414(b), (c), (m) or (o) containing a cash or deferred arrangement under Section 401(k) of the Code, or during the following calendar year. The preceding sentence shall not apply if and to the extend that the General Counsel determines it is not necessary to qualify any such plan as a cash or deferred arrangement under Section 401(k) of the Code.

(i) No Option shall be exercisable unless and until the Company (i) obtains the approval of all regulatory bodies whose approval the General Counsel may deem necessary or desirable, and (ii) complies with all legal requirements deemed applicable by the General Counsel.

(j) An Option shall be considered exercised if and when written notice, signed by the person exercising the Option and stating the number of shares with respect to which the Option is being exercised, is received by the Secretary on a properly completed form approved for this purpose by the Committee, accompanied by full payment of the Option exercise price in one or more of the forms authorized by the Committee and described in Section 6(b) above for the number of shares to be purchased. No Option may at any time be exercised with respect to a fractional share.

7. Director Stock Awards.

(a) Each Non-Employee Director Participant shall receive such portion of his Director Fees in Common Stock as shall be established from time to time by the Board, with the remainder of such Director Fees to be payable in cash or in Common Stock as elected by the Non-Employee Director Participant in accordance with paragraph
7(b), below.
(b) Each Non-Employee Director Participant shall have an opportunity to elect to have the remaining portion of his Director Fees paid in cash or shares of Common Stock or a combination thereof. Except for the initial election pursuant to the adoption of the Plan with this Section 7 therein, or the Director's election to the Board, any such election shall be made in writing and must be made at least thirty (30) days before the beginning of the Plan Year in which the services are to be rendered giving rise to such Director Fees and may not be changed thereafter except by timely written election as to Director Fees for services to be rendered in a subsequent Plan Year. In the absence of such an election, such remaining portion of the Director Fees of a Non-Employee Director shall be paid entirely in cash. Nothing contained in this paragraph 7(b) shall be interpreted in such a manner as would disqualify the Plan for treatment as a "formula plan" under Rule 16b-3 pursuant to which the terms and conditions of each transaction authorized by this Section 7 are fixed in advance by the relevant terms and provisions thereof.

(c) The number of shares of Common Stock to be paid and distributed to a Non-Employee Director under the provisions paragraphs 7(a) and (b), above, shall be determined by dividing the dollar amount of his Director Fees (which the Board has established, and/or such Non-Employee Director has elected) to be paid in Common

Stock on any payment date by the Fair Market Value of a share of Common Stock on that date. Except as may otherwise be directed by the Committee, in its sole discretion, the payment and distribution of such shares to a Non-Employee Director shall be on or within five days after the date such Director Fees would otherwise have been paid to him in cash.

8. Certain Change in Control, Termination of Employment and Disability Provisions.

Notwithstanding any provision of the Plan to the contrary, any Stock Incentive which is outstanding but not yet exercisable, vested or payable at the time of a Change in Control shall become exercisable, vested and payable at that time; provided that if such Change in Control occurs less than six months after the date on which such Stock Incentive was granted and if the consideration for which such Stock Incentive was granted consisted in whole or in part of future services, then such Stock Incentive shall become exercisable, vested and payable at the time of such Change in Control only if the Participant agrees in writing (if requested to do so by the Committee in writing) to remain in the employ of the Company or a Subsidiary at least through the date which is six months after the date such Stock Incentive was granted with substantially the same title, duties, authority, reporting relationships and compensation as on the day immediately preceding the Change in Control. Any Option affected by the preceding sentence shall remain exercisable until it expires or terminates pursuant to its terms and conditions. Subject to the foregoing provisions of this Section 8, the Committee may at any time, and subject to such terms and conditions as it may impose:

(a) authorize the holder of an Option to exercise the Option following the termination of the Participant's employment with the Company and its Subsidiaries, or following the Participant disability, whether or not the Option would otherwise be exercisable following such event, provided that in no event may an Option be exercised after the expiration of its term;

(b) grant Options which become exercisable only in the event of a Change in Control;

(c) authorize a Stock Bonus Award, Performance Unit Award or Restricted Stock Award to become non-forfeitable, fully earned and payable upon or following (i) the termination of the Participant's employment with the Company and its Subsidiaries, or (ii) the Participant's disability, whether or not the Award would otherwise become non-forfeitable, fully earned and payable upon or following such event;

(d) grant Stock Bonus Awards, Performance Unit Awards and Restricted Stock Awards which become non-forfeitable, fully earned and payable only in the event of a Change in Control; and

(e) provide in advance or at the time of Change in Control for cash to be paid in settlement of any Option, Stock Bonus Award, Performance Unit Award or Restricted Stock Award in the event of a Change in Control, either at the election of the

Participant or at the election of the Committee.

9. Adjustment Provisions.

In the event that any recapitalization, or reclassification, split-up or consolidation of shares of Common Stock shall be effected, or the outstanding shares of Common Stock shall be, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, exchanged for a different number or class of shares of stock or other securities or property of the Company or any other entity or person, or a record date for determination of holders of Common Stock entitled to receive a dividend or other distribution payable in Common Stock or other property (other than normal cash dividends) shall occur,
(a) the number and class of shares or other securities or property that may be issued or transferred pursuant to Stock Incentives thereafter granted or that may be optioned or awarded under the Plan to any Participant, (b) the number and class of shares or other securities or property that may be issued or transferred under outstanding Stock Incentives, (c) the purchase price to be paid per share under outstanding and future Stock Incentives, and (d) the price to be paid per share by the Company or a Subsidiary for shares or other securities or property issued or transferred pursuant to Stock Incentives which are subject to a right of the Company or a Subsidiary to reacquire such shares or other securities or property, shall in each case be equitably adjusted; provided that with respect to Incentive Stock Options any such adjustments shall comply with Sections 422 and 424 of the Code.

10. Effective Date and Duration of Plan.

The Plan shall be effective when it is first approved by the Board of Directors, provided that the shareholders of the Company thereafter approve it within one year of that date. If the Plan is not so approved by shareholders, the Plan (and any Stock Incentive granted thereunder) shall be null, void and of no force or effect. If so approved, the Plan shall remain in effect, and Stock Incentives may be granted, until Stock Incentives have been granted with respect to all shares authorized to be issued or transferred hereunder or until the Plan is sooner terminated by the Board of Directors, and shall continue in effect thereafter with respect to any Stock Incentives outstanding at that time. In no event shall an Incentive Stock Option be granted under the Plan more than ten
(10) years from the date the Plan is first adopted by the Board, or the date the Plan is approved by the shareholders of the Company, whichever is earlier.

11. Administration.

(a) The Plan shall be administered by a committee of the Board consisting of two or more directors appointed from time to time by the Board. No person shall be appointed to or shall serve as a member of such committee unless at the time of such appointment and service he or she shall be a "Non-Employee Director," as defined in SEC Rule 16b-3. Unless the Board determines otherwise, the Committee shall be comprised solely of "outside directors" within the meaning of Section 162(m)(4)(C)(i) of the Code.

(b) The Committee may establish such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem necessary for the proper administration of the Plan, and may amend or revoke any rule or regulation so established. The Committee shall, subject to the provisions of the Plan, have full power to interpret, administer and construe the Plan and any instruments issued under the Plan and full authority to make all determinations and decisions thereunder including without limitation the authority to (i) select the Participants in the Plan, (ii) determine when Stock Incentives shall be granted,
(iii) determine the number of shares to be made subject to each Stock Incentive, (iv) determine the type of Stock Incentive to grant, and (v) determine the terms and conditions of each Stock Incentive, including the exercise price, in the case of an Option, and (vi) approve any transaction involving a Stock Incentive for a Section 16 Person (other than a "Discretionary Transaction" as defined in SEC Rule 16b-3) so as to exempt such transaction under SEC Rule 16b-3; provided, that any transaction under the Plan involving a Section 16 Person also may be approved by the Board of Directors, or may be approved or ratified by the stockholders of the Company, in the manner that exempts such transaction under SEC Rule 16b-3. The interpretation by the Committee of the terms and provisions of the Plan and any instrument issued thereunder, and its administration thereof, and all action taken by the Committee, shall be final, binding, and conclusive on the Company, its stockholders, Subsidiaries, all Participants and employees, and upon their respective Beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them.

(c) Members of the Board of Directors and members of the Committee acting under this Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross or willful misconduct in the performance of their duties.

12. General Provisions.

(a) Any provision of the Plan to the contrary notwithstanding, any Stock Incentive issued under the Plan, including without limitation any Option, shall not be transferable by the Participant other than by will or the laws of descent and distribution or to a Beneficiary designated by the Participant, unless the instrument evidencing the Stock Incentive expressly so provides (or is amended to so provide) and is approved by the Committee; and any purported transfer of an Incentive Stock Option to a Beneficiary, shall be effective only if such transfer is, in the opinion of the General Counsel, permissible under and consistent with SEC Rule 16b-3 or Section 422 of the Code, as the case may be. Notwithstanding the foregoing, a Participant may transfer any Stock Incentive granted under this Plan, other than an Incentive Stock Option, to members of his or her immediate family (defined as his or her children, grandchildren and spouse) or to one or more trusts for the benefit of such immediate family members or partnerships in which such immediate family members are the only partners if (and only if) the instrument evidencing such Stock Incentive expressly so provides (or is

amended to so provide) and is approved by the Committee, and the Participant does not receive any consideration for the transfer; provided that any such transferred Stock Incentive shall continue to be subject to the same terms and conditions that were applicable to such Stock Incentive immediately prior to its transfer (except that such transferred Stock Incentive shall not be further transferable by the transferee inter vivos, except for transfer back to the original Participant holder of the Stock Incentive) and provided, further, that the foregoing provisions of this sentence shall apply to Section 16 Persons only if the General Counsel determines that doing so would not jeopardize any exemption from Section 16 of the Exchange Act (including without limitation SEC Rule 16b-3) for which the Company intends Section 16 Persons to qualify.

(b) Nothing in this Plan or in any instrument executed pursuant hereto shall confer upon any person any right to continue in the employment of the Company or a Subsidiary, or shall affect the right of the Company or a Subsidiary to terminate the employment of any person at any time with or without cause.

(c) No shares of Common Stock shall be issued or transferred pursuant to a Stock Incentive unless and until all legal requirements applicable to the issuance or transfer of such shares have, in the opinion of the General Counsel, been satisfied. Any such issuance or transfer shall be contingent upon the person acquiring the shares giving the Company any assurances the General Counsel may deem necessary or desirable to assure compliance with all applicable legal requirements.

(d) No person (individually or as a member of a group) and no Beneficiary or other person claiming under or through him, shall have any right, title or interest in or to any shares of Common Stock (i) issued or transferred to, or acquired by, a trust, (ii) allocated, or (iii) reserved for the purposes of this Plan, or subject to any Stock Incentive except as to such shares of Common Stock, if any, as shall have been issued or transferred to him. The Committee may (but need not) provide at any time or from time to time (including without limitation upon or in contemplation of a Change in Control) for a number of shares of Common Stock, equal to the number of such shares subject to Stock Incentives then outstanding, to be issued or transferred to, or acquired by, a trust (including but not limited to a grantor trust) for the purpose of satisfying the Company's obligations under such Stock Incentives, and, unless prohibited by applicable law, such shares held in trust shall be considered authorized and issued shares with full dividend and voting rights, notwithstanding that the Stock Incentives to which such shares relate shall not have been exercised or may not be exercisable or vested at that time.

(e) The Company and its Subsidiaries may make such provisions as they may deem appropriate for the withholding of any taxes which they determine they are required to withhold in connection with any Stock Incentive. Without limiting the foregoing, the Committee may, subject to such terms and conditions as it may impose, permit or require any withholding tax obligation arising in connection with the grant, exercise,

vesting, distribution or payment of any Stock Incentive to be satisfied in whole or in part, with or without the consent of the Participant, by having the Company withhold all or any part of the shares of Common Stock that vest or would otherwise be distributed at such time. Any shares so withheld shall be valued at their Fair Market Value on the date of such withholding.

(f) Nothing in this Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of compensation or fringe benefits to directors, officers or employees generally, or to any class or group of such persons, which the Company or any Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any incentive compensation, retirement, pension, group insurance, stock purchase, stock bonus or stock option plan.

(g) Any provision of the Plan to the contrary notwithstanding, except to the extent that the Committee determines otherwise, (i) transactions by and with respect to Section 16 Persons under the Plan are intended to qualify for any applicable exemptions provided by SEC Rule 16b-3, and (ii) transactions with respect to persons whose remuneration would not be deductible by the Company but for compliance with the provisions of Code Section 162(m)(4)(C) are intended to comply with the provisions of Code
Section 162(m)(4)(C). The Plan is also intended to give the Committee the authority to award Stock Incentives that qualify as performance-based compensation under Code Section 162(m)(4)(C) as well as Stock Incentives that do not so qualify. Every provision of the Plan shall be administered, interpreted and constructed to carry out the foregoing intentions and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded.

(h) By accepting any benefits under the Plan, each Participant, and each person claiming under or through him, shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, all provisions of the Plan and any action or decision under the Plan by the Company, its agents and employees, and the Board of Directors and the Committee.

(i) The validity, construction, interpretation and administration of the Plan and of any determinations or decisions made thereunder, and the rights of all persons having or claiming to have any interest therein or thereunder, shall be governed by, and determined exclusively in accordance with, the laws of the State of Delaware, but without giving effect to the principles of conflicts of laws thereof. Without limiting the generality of the foregoing, the period within which any action arising under or in connection with the Plan must be commenced, shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof, irrespective of the place where the act or omission complained of took place and of the residence of any party to such action and irrespective of the place where the action may be brought.

(j) The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall include within its meaning the plural and vice versa.

13. Amendment and Termination.

The Plan may be amended by the Board of Directors, without shareholder approval, at any time and in any respect, unless shareholder approval of the amendment in question is required under Oklahoma law, the Code (including without limitation Code Section 422 and Proposed Treasury Regulation Section 1.422A9(b)(iv) thereunder), any applicable exemption from Section 16 of the Exchange Act (including without limitation SEC Rule 16b-3) for which the Company intends Section 16 Persons to qualify, any national securities exchange or system on which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect to the Plan, or under any other applicable laws, rules or regulations. The Plan may also be terminated at any time by the Board of Directors. No amendment or termination of this Plan shall adversely affect any Stock Incentive granted prior to the date of such amendment or termination without written consent of the Participant.

Exhibit (10)(c)

ONEOK, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated February 21, 2002)

ONEOK, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                               Table of Contents
                                                                           Page
                                                                           ----

ARTICLE I.....................................................................1
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DEFINITIONS AND CONSTRUCTION..................................................1
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   1.1   Definitions..........................................................1
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   1.2   Construction.........................................................6
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ARTICLE II....................................................................6
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ELIGIBILITY AND PARTICIPATION.................................................6
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   2.1   Eligibility..........................................................6
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   2.2   Participation........................................................6
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   2.3   Plan Agreements......................................................6
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ARTICLE III...................................................................7
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DEATH BENEFIT.................................................................7
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   3.1   Amount and Payment of Death Benefit..................................7
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   3.2   Partial Distribution Prior to Death..................................7
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ARTICLE IV....................................................................7
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RETIREMENT BENEFIT............................................................7
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   4.1   Retirement...........................................................7
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   4.2   Disability...........................................................9
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   4.3   Vesting of Retirement Benefit........................................9
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   4.4   Forfeitability of Retirement Benefit................................10
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   4.5   Retirement Benefit Payment Election.................................10
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ARTICLE V....................................................................10
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BENEFICIARY..................................................................10
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ARTICLE VI...................................................................11
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LEAVE OF ABSENCE.............................................................11
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ARTICLE VII..................................................................11
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SOURCE OF BENEFITS...........................................................11
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   7.1   Benefits Payable....................................................11
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   7.2   Investments to Facilitate Payment of Benefits.......................11
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   7.3   Ownership of Insurance Contracts....................................11
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   7.4   Trust for Payment of Retirement Benefits............................11
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ARTICLE VIII.................................................................12
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TERMINATION OF EMPLOYMENT....................................................12
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ARTICLE IX...................................................................13
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TERMINATION OF PARTICIPATION.................................................13
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ARTICLE X....................................................................13
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TERMINATION, AMENDMENT, MODIFICATION, OR SUPPLEMENT OF THE PLAN..............13
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   10.1  Amendment or Termination............................................13
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   10.2  Rights and Obligations Upon Amendment, Termination..................13
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ARTICLE XI...................................................................14
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OTHER BENEFITS AND AGREEMENTS................................................14
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ARTICLE XII..................................................................14
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RESTRICTIONS ON ALIENATION OF BENEFITS.......................................14
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ARTICLE XIII.................................................................15
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ADMINISTRATION OF THE PLAN...................................................15
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   13.1  Appointment of Committee............................................15
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                                       -i-

   13.2  Committee Officials.................................................15
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   13.3  Committee Action....................................................15
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   13.4  Committee Rules and Powers - General................................15
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   13.5  Reliance on Certificates, etc.......................................15
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   13.6  Liability of Committee..............................................16
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   13.7  Determination of Benefits...........................................16
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   13.8  Information to Committee............................................16
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   13.9  Manner and Time of Payment of Benefits..............................16
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ARTICLE XIV..................................................................16
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ADOPTION OF PLAN BY SUBSIDIARY, AFFILIATED OR ASSOCIATED COMPANIES...........16
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ARTICLE XV...................................................................16
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EXCESS RETIREMENT BENEFIT PAYMENTS COMMENCED BEFORE SEPTEMBER 1, 1998........16
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ARTICLE XVI..................................................................17
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MISCELLANEOUS................................................................17
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   16.1  Execution of Receipts and Releases..................................17
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   16.2  No Guarantee of Interests...........................................17
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   16.3  Company Records.....................................................17
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   16.4  Evidence............................................................17
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   16.5  Notice..............................................................17
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   16.6  Change of Address...................................................17
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   16.7  Effect of Provisions................................................17
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   16.8  Headings............................................................17
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   16.9  Governing Law.......................................................17
   ----  -------------
   16.10 Effective Date......................................................18
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APPENDIX I...................................................................19
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ONEOK, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT.................19
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APPENDIX II..................................................................24
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CHANGE OF BENEFICIARY FORM FOR ONEOK, INC. SUPPLEMENTAL EXECUTIVE
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RETIREMENT PLAN..............................................................24
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ONEOK, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PURPOSE

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

This Plan is an amendment, restatement, and continuation of the Supplemental Executive Retirement Plan for Employees of ONEOK, Inc. This Amended and Restated Plan replaces all prior documents and amendments and is effective as of the date determined by the Board of Directors.

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1 Definitions. For purposes of the Plan, the following phrases or terms shall have the indicated meanings unless otherwise clearly apparent from the context:

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the then outstanding Shares or the combined voting power of the Company's then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred pursuant to this
Section 1.1(D), Shares or Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any company or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned or controlled, directly or indirectly, by the Company (for purposes of this definition, a "Related Entity"), (ii) the Company or any Related Entity, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

(b) The individuals who, as of November 15, 2001, are members of the Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least a majority of the members of the Board of Directors; or, following a Merger which results in a Parent Company, the board of directors of the ultimate Parent Company; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c) The consummation of:

(i) A merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued (a "Merger"), unless such Merger is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger where:

(A) the stockholders of the Company, immediately before such Merger, own directly or indirectly immediately following such Merger at least fifty percent (50%) of the combined voting power of the outstanding voting securities of (x) the company resulting from such Merger (the "Surviving Company") if fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Surviving Company is not Beneficially Owned, directly or indirectly by another Person (a "Parent Company"), or (y) if there is one or more Parent Companies, the ultimate Parent Company;

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of

(x) the Surviving Company, if there is no Parent Company, or (y) if there is one or more Parent Companies, the ultimate Parent Company; and

(C) no Person other than (1) the Company, (2) any Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such Merger was maintained by the Company or any Related Entity, or (4) any Person who, immediately prior to such Merger had Beneficial Ownership of thirty percent (30%) or more of the then outstanding Voting Securities or Shares, has Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the outstanding voting securities or common stock of
(x) the Surviving Company if there is no Parent Company, or (y) if there is one or more Parent Companies, the ultimate Parent Company.

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Related Entity or under conditions that would constitute a Non-Control Transaction with the disposition of assets being regarded as a Merger for this purpose or the distribution to the Company's stockholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing:

(A) A Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities if: (1) such acquisition occurs as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this subparagraph) as a result of the acquisition of Shares or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities which increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur, or (2) (a) within five business days after a Change in Control would have occurred (but for the operation of this subparagraph), or if the Subject Person acquired Beneficial Ownership of twenty percent (20%) or more of the then outstanding Shares or the combined voting power of the Company's then outstanding Voting Securities inadvertently, then after the Subject Person discovers or is notified by the Company that such acquisition would have triggered a Change in Control (but for the operation of this subparagraph), the Subject Person notifies the Board of Directors that it did so inadvertently, and (b) within two business days after such notification, the Subject Person divests itself of a sufficient number of Shares or Voting Securities so that the Subject Person is the Beneficial Owner of less than twenty percent (20%) of the then outstanding Shares or the combined voting power of the Company's then outstanding Voting Securities.

(B) A Change in Control shall not be deemed to occur if (1) the Shareholder Group (as defined in the Shareholder Agreement) acquires Beneficial Ownership of fifteen percent (15%) or more of the Company's Voting Securities pursuant to the terms of the Shareholder Agreement, by and between WAI, Inc. (now known as ONEOK, Inc.) and Western Resources, Inc. dated as of November 26, 1997 (the "Shareholder Agreement"), until the earlier of (a) the termination of the Shareholder Agreement or (b) the successful consummation of a Buyout Tender Offer as defined in Section 3.6(b) of the Shareholder Agreement, but upon either of such events, the acquisition or existence of such percentage of Beneficial Ownership by Western Resources, Inc. or any of its affiliates shall constitute a Change in Control or (2) the equity securities of the Company owned by the Shareholder Group are in any manner restructured with the approval of a majority of the members of the Incumbent Board (excluding Shareholder Nominees, as defined in the Shareholder Agreement).

R. "Retirement Age" shall mean the retirement age of a Participant specified in the Participant's Plan Agreement and the Plan.

(a) is totally disabled so as to be prevented from any comparable employment with the Company, including a disability resulting from an occupational cause; and

(b) will be disabled permanently.

1.2 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 Plan unless otherwise specified.

The Plan is intended to be an unfunded deferred compensation and excess 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, and shall be construed, interpreted and administered in accordance with such intended purpose.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.1 Eligibility. In order to be eligible for participation in the Plan, an Employee must be selected by the Chief Executive Officer, or in the case of the Chief Executive Officer by the Board of Directors, which, in the Chief Executive Officer's (or Board of Director's) sole and absolute discretion, shall determine eligibility for participation in accordance with the purposes of the Plan.

2.2 Participation. An Employee, having been selected to participate in the Plan by the Chief Executive Officer/Board of Directors, shall, as a condition to participate, complete and return to the Committee a duly executed Plan Agreement electing to participate in the Plan and agreeing to the terms and conditions thereof.

2.3 Plan Agreements. The Plan Agreement made and delivered by and between a Participant and the Company shall state and provide certain specific terms and provisions that govern the benefits and rights of such Participant from participation in the Plan. Except as otherwise expressly provided in this Plan document or in the Plan Agreement of a Participant, the specific terms and provisions of a Participant's Plan Agreement shall take precedence and shall control as to the amount and form of benefits such Participant is to receive under the Plan and such Plan Agreement. The Plan Agreement of each Participant shall be a part of the Plan as to such Participant for all purposes. The general form of Plan Agreement to be used shall be substantially the same as the model form attached hereto as Appendix I to this Plan. The Plan Agreement of each Participant in the Plan may contain different terms and provisions with respect to benefits and related matters, and may, by mutual agreement of the Company and the Participant, contain terms and provisions which differ from those shown in the model Plan Agreement in Appendix I. A Participant shall not derive any right or entitlement, directly or indirectly, from the existence of, or provisions in the Plan Agreement of any other Participant in the Plan.

ARTICLE III
DEATH BENEFIT

3.1 Amount and Payment of Death Benefit. In the event a Participant dies prior to Retirement from the Company, the Company will pay or cause to be paid a Death Benefit to such Participant's Beneficiary in the amount or amounts set forth in such Participant's Plan Agreement and as therein specified, commencing on the first day of the month following the date of such Participant's death, or as otherwise specified in such Participant's Plan Agreement.

3.2 Partial Distribution Prior to Death. If a Participant shall die after becoming entitled to a Retirement Benefit, but before the total amount payable to such Participant as a Retirement Benefit has been paid, the Retirement Benefit payments then remaining unpaid to such Participant shall be paid to such Participant's Beneficiary, in accordance with the payment schedule pursuant to which payments are made under the Participant's Plan Agreement as provided in Sections 4.1, 4.2, or 4.3 hereof.

ARTICLE IV
RETIREMENT BENEFIT

4.1 Retirement. If a Participant remains an Employee until attaining the Retirement Age stated in such Participant's Plan Agreement and shall then retire, the Company shall pay or cause to be paid

to such Participant as a Retirement Benefit, the amount or amounts, and at such time or times as is specified in the Participant's Plan Agreement.

If an executed Plan Agreement by and between the Participant and the Company does not state or specify a different amount, form and time of payment of a Participant's Retirement Benefit, then the Participant shall be entitled to receive a Retirement Benefit in accordance with Paragraphs A and B of this Section 4.1, below.

                                 Retirement Benefit
Retirement Age                       Percentage
--------------                       ----------
  50 & under                           50.00%
      51                               51.20%
      52                               52.40%
      53                               53.60%
      54                               54.80%
      55                               56.00%
      56                               56.57%
      57                               57.14%
      58                               57.71%
      59                               58.28%
      60                               58.85%
      61                               59.42%
      62                               60.00%
      63                               60.56%
      64                               61.13%
  65 & over                            61.70%

The Retirement Benefit payment shall commence on the first day of the month following the Participant's Retirement. Provided, however, Retirement Benefit payments shall not commence until the later of (i) the Participant attaining the age of fifty
(50), and (ii) the commencement of retirement benefit payments to the Participant under the Retirement Plan.

(2)      Adjustment of Retirement Benefit Payments; Early
         ------------------------------------------------
         Commencement. The amount of a Participant's
         ------------
         Retirement Benefit payments will be reduced by reason
         of early retirement and commencement of payment
         thereof, based on the following table depending upon
         the Participant's age when Retirement Benefit
         payments to the Participant commence:

   Age At Commencement of          Payout Percentage Factor Of
Retirement Benefit Payments       Retirement Benefit Percentage
---------------------------       -----------------------------

                    -7-

   Age At Commencement of          Payout Percentage Factor Of
Retirement Benefit Payments       Retirement Benefit Percentage
---------------------------       -----------------------------
            50                                 50%
            51                                 55%
            52                                 60%
            53                                 65%
            54                                 70%
            55                                 75%
            56                                 80%
            57                                 85%
            58                                 90%
            59                                 95%
        60 & older                             100%

4.2 Disability. If a Participant shall become Totally and Permanently Disabled prior to Retirement and such total disability continues for more than six (6) months, such Participant shall be entitled to receive a Disability Benefit in the amount set forth in the Participant's Plan Agreement.

4.3 Vesting of Retirement Benefit. A Participant's Retirement Benefit shall unconditionally vest in such Participant and become nonforfeitable according to the vesting schedule stated in the Participant's Plan Agreement. If an executed Plan Agreement by and between the Participant and the Company does not state or specify the terms governing vesting and nonforfeitability of such Participant's Retirement Benefit, then the Participant's Retirement Benefit shall vest and become nonforfeitable as follows:

Years of Service                Vested Percentage of
with the Company                 Retirement Benefit
----------------                --------------------
     0 to 5                              0%
       6                                 10%
       7                                 20%
       8                                 30%
       9                                 40%
       10                                50%
       11                                60%
       12                                70%
       13                                80%
       14                                90%
   15 or more                           100%

If a Participant attains age sixty-five (65) prior to Retirement, such Participant shall be 100% vested regardless of the above schedule. Retirement Benefits hereunder offsetting the limitations of Internal Revenue Code Sections 401(a)(17) and 415(b) shall be immediately fully vested for all purposes.

4.4 Forfeitability of Retirement Benefit. Notwithstanding any provision to the contrary expressed or implied herein, a Participant's right to receive a Retirement Benefit under the Plan and such Participant's Plan Agreement shall be forfeitable to the extent that such Retirement Benefit has not vested as described in Section 4.3 and the Participant's Plan Agreement.

4.5 Retirement Benefit Payment Election. In lieu of payment of the Retirement Benefit to a Participant as otherwise provided herein and in the Participant's Plan Agreement, a Participant may make a written request to the Company prior to the time for commencement of payment of such Retirement Benefit by the Company to receive payment of the present value of such Participant's Retirement Benefit in a single lump sum amount, less six percent (6%) of the amount thereof as a substantial penalty, which penalty will be forfeited by the Participant. The Company may, in its sole discretion, grant or deny such request. If such request is granted the payment of such lump sum amount shall be made by the Company, and thereafter the Company shall have no further obligation to the Participant. The present value of a Participant's Retirement Benefit shall be determined in accordance in the manner prescribed under the provisions at Section 417(e)(3) of the Code and Treasury regulations thereunder with respect to benefits payable under a qualified pension or profit sharing plan. A beneficiary of a deceased Participant, or a duly appointed guardian of an incompetent or incapacitated Participant may also request payment of the Participant's Retirement Benefit in a lump sum under this Section 4.5.

ARTICLE V
BENEFICIARY

A Participant shall designate a Beneficiary to receive benefits under the Plan and the Participant's Plan Agreement by completing the appropriate space in such Plan Agreement. If more than one Beneficiary is named, the shares and/or precedence of each Beneficiary shall be indicated. As a condition to any married Participant designating a Beneficiary other than such Participant's spouse, the Committee may require the spouse's consent. A Participant shall have the right to change the Beneficiary by submitting to the Committee a Change of Beneficiary in the form attached as Appendix II hereof; provided, however, that no change of Beneficiary shall be effective until acknowledged in writing by the Committee. If the Company has any doubt as to the

proper Beneficiary to receive payments hereunder, the Company shall have the right to withhold such payments until the matter is finally adjudicated. Any payment made or caused to be made by the Company in good faith and in accordance with the provisions of the Plan and a Participant's Plan Agreement shall fully discharge the Company from all further obligations with respect to such payment.

ARTICLE VI
LEAVE OF ABSENCE

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

ARTICLE VII
SOURCE OF BENEFITS

7.1 Benefits Payable. Retirement Benefits and any other amounts payable hereunder shall be paid exclusively from the general assets of the Company or the Rabbi Trust to be established pursuant to Section 7.4; 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.

7.2 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 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 such Participant's 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, and such Participant's Plan Agreement shall terminate.

7.3 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.

7.4 Trust for Payment of Retirement Benefits. The Company shall create a Rabbi Trust for the purpose of facilitating any retirement benefits payable hereunder. Such trust will be funded to

provide the applicable vested Retirement Benefits payable under the Plan and Plan Agreements upon the occurrence of any of the following events:

a) At the Retirement of, and commencement of payment of Retirement Benefits to a Plan Participant;

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

c) Upon a Change in 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 Plan Participants, 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 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 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 Participants in the Plan and general creditors of the Company as specified hereinbelow and in the trust instrument. 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 Participant Plan Agreements, and the Rabbi Trust are to be made unsecured contractual rights of Participants and their Beneficiaries 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 VIII
TERMINATION OF EMPLOYMENT

Neither the Plan nor a Participant's Plan Agreement, either singly or collectively, in any way obligate the Company, or any subsidiary of the Company, to continue the employment of a 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 the Participant's employment. Termination of a Participant's employment with the Company, or any subsidiary of the Company, for any reason, whether by action of the Company, subsidiary, or Participant, shall immediately terminate the Participant's participation in the Plan and such Participant's Plan Agreement, and all further obligations of either party thereunder, except as may be provided in Article X 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 Participant.

ARTICLE IX
TERMINATION OF PARTICIPATION

A Participant reserves the right to terminate participation in the Plan and 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 Participant which may be in force and utilized by the Company in connection with the Plan, or (ii) prior to the date a Participant selects for termination if no insurance contract is in effect.

10.1     Amendment or Termination. Subject to Section 10.2, 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 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 in the event of a Change in Control of the Company,
         for a period of two (2) years after the date of such Change of 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
         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 10.2,
         below.

10.2     Rights and Obligations Upon Amendment, Termination. The following terms
         and conditions shall govern the rights and obligations of a Participant
         and the Company (including any surviving corporation in event of a
         Change of 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 Participant, no
                  amendment, modification or termination of the Plan, shall
                  decrease a Participant's accrued Retirement Benefit. For
                  purposes of this Paragraph A., a Plan amendment which has the
                  effect of decreasing a Participant's accrued Retirement
                  Benefit or eliminating an optional form of payment of a
                  Participant's accrued Retirement Benefit, with respect to
                  benefits attributable to service before the amendment shall be
                  treated as reducing an accrued Retirement Benefit. If a
                  vesting schedule under the Plan or any Plan Agreement is
                  amended, the 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 the Plan and Plan Agreement
                  without regard to such amendment.

         B.       Except as provided in paragraph A of this Section 10.2, 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

                                      -12-

                  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 10.2, the
                  term "Plan" shall also mean and include any substituted plan
                  that may be established in event of a Change of Control as
                  described in Section 10.1, above, and the term "Retirement
                  Benefit" shall also mean and include any benefit provided for
                  under such a substituted plan.

                                  ARTICLE XI
                          OTHER BENEFITS AND AGREEMENTS

         The Retirement Benefits provided for a Participant and such
         Participant's Beneficiary under the Plan and under such Participant's
         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 or a Participant.
         Moreover, Retirement Benefits under the Plan and Plan Agreements
         entered into hereunder shall not be considered compensation for 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 XII
                    RESTRICTIONS ON ALIENATION OF BENEFITS

         No Retirement Benefit, or other right or 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 Retirement Benefit, or right or 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 Participant or Beneficiary 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 hold or apply the same or any part
         thereof for the benefit of such Participant or Beneficiary, his or her
         spouse, children, or other dependents, or any of them, in such portion
         as the Committee, in its sole and absolute discretion, may deem proper.

                                  ARTICLE XIII
                           ADMINISTRATION OF THE PLAN

13.1     Appointment of Committee. The general administration 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.

13.2     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.

                                      -13-

         The secretary shall keep minutes of the Committee's proceedings and all
         data, 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 and may authorize one or more of its members
         or any agent to execute or deliver any instrument or make any payment
         on behalf of the Committee.

13.3     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.

13.4     Committee Rules and Powers - General. 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 Totally and Permanently 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.

13.5     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.

13.6     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.

13.7     Determination of Benefits. In addition to the powers hereinabove
         specified, the Committee shall have the power to compute and certify,
         under the Plan and 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.

13.8     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.

                                      -14-

13.9     Manner and Time of Payment of Benefits. The Company shall have the
         power, in its sole and absolute discretion, to change the manner and
         time of payment of future Retirement Benefits to be made to a
         Participant or the Participant's Beneficiary from that set forth in the
         Participant's Plan Agreement, if requested to do so by such Participant
         or Beneficiary. Any request by a Participant for such a change must be
         made by the Participant in writing more than thirty (30) days in
         advance of the time such Retirement Benefits would otherwise be paid,
         unless the Company, in its discretion, allows such a request at a later
         date that also precedes the existing time of payment which is the
         subject of the request

                                  ARTICLE XIV
                        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 hereof.

                                  ARTICLE XV
                      EXCESS RETIREMENT BENEFIT PAYMENTS
                      COMMENCED BEFORE SEPTEMBER 1, 1998

         Notwithstanding anything expressed or implied to the contrary herein,
         the payment of excess retirement benefits to a retired Plan Participant
         that commenced under the Plan prior to September 1, 1998, shall be paid
         in accordance with, and to the extent provided by, the applicable terms
         and provisions of the Plan in effect prior to September 1, 1998.

                                  ARTICLE XVI
                                 MISCELLANEOUS

16.1     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 therefor
         in such form as it may determine.

16.2     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 7.4 hereof.

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

16.4     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.

                                      -15-

16.5     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 74102

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

16.6     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.

16.7     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.

16.8     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.

16.9     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.

16.10    Effective Date. Except to the extent explicitly stated otherwise
         herein, the terms and provisions of this amended and restated Plan
         shall be effective as to excess retirement benefits for Participants
         with respect to whom no Retirement, Disability, or Death Benefit
         payments have commenced as of September 1, 1998, and their
         Beneficiaries. The excess retirement benefits payable to any
         Participant or Beneficiary which have commenced prior to September 1,
         1998, shall not be increased or decreased by amendment of the Plan.

                                       ONEOK, Inc.

                                       By:
                                          --------------------------------
                                          David Kyle
                                          Chairman of the Board,
                                          Chief Executive Officer and President

Attested by:

(SEAL)

APPENDIX I
ONEOK, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THE FOLLOWING FORM OF ONEOK, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT IS A DRAFT MODEL FORM OF AGREEMENT FOR USE BY THE COMPANY AND EACH PLAN PARTICIPANT.

EACH PLAN AGREEMENT BETWEEN THE COMPANY AND A PARTICIPANT EXECUTED UNDER THE PLAN SHALL CONTAIN THE PARTICULAR TERMS AND PROVISIONS AGREED TO BY THE COMPANY AND PARTICIPANT, WHICH MAY DIFFER FROM THE MODEL FORM OF AGREEMENT SHOWN HEREIN. EACH SUCH PLAN AGREEMENT SHALL BE EFFECTIVE AND BE PERFORMED IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF NOTWITHSTANDING ANYTHING TO THE CONTRARY WHICH MAY BE EXPRESSED OR IMPLIED IN THE MODEL FORM OF AGREEMENT SHOWN AS AN EXAMPLE IN THIS APPENDIX I.

I acknowledge that, as an Employee of ONEOK, Inc., I have been offered an opportunity to participate in the ONEOK, Inc. Supplemental Executive Retirement Plan (Plan) described in the attached document (which is incorporated herein by reference), and that I have elected one of the alternatives set forth as indicated by the space which I have checked:

________ To participate in the Plan

________ Not to participate in the Plan

My Retirement Benefit, Disability Benefit, Death Benefit, and commencement of such payments, and designated Beneficiary(ies) are agreed to be as follows:

Retirement Age                Retirement Benefit Percentage
--------------                -----------------------------
  50 & under                              50.00%
      51                                  51.20%
      52                                  52.40%
      53                                  53.60%
      54                                  54.80%
      55                                  56.00%
      56                                  56.57%
      57                                  57.14%
      58                                  57.71%
      59                                  58.28%
      60                                  58.85%
      61                                  59.42%
      62                                  60.00%
      63                                  60.56%

                     -17-

Retirement Age                Retirement Benefit Percentage
--------------                -----------------------------
      64                                  61.13%
   65 & over                              61.70%

The Retirement Benefit payment shall commence on the first day of the month following my Retirement. Provided, however, Retirement Benefit payments shall not commence until the later of (i) my attaining the age of fifty (50), and (ii) the commencement of retirement benefit payments to me under the Retirement Plan.

  Age At Commencement of                   Payout Percentage Factor Of
Retirement Benefit Payments              Retirement Benefit Percentage
---------------------------              -----------------------------
             50                                        50%
             51                                        55%
             52                                        60%
             53                                        65%
             54                                        70%
             55                                        75%
             56                                        80%
             57                                        85%
             58                                        90%
             59                                        95%
         60 & older                                    100%

Years of Service               Vested Percentage of
with the Company                Retirement Benefit
----------------                ------------------
      0 to 5                            0%
        6                               10%
        7                               20%
        8                               30%
        9                               40%
        10                              50%
        11                              60%
        12                              70%
        13                              80%
        14                              90%
    15 or more                         100%

If I attain age sixty-five (65) prior to Retirement, I shall be 100% vested regardless of the above schedule. Retirement Benefits hereunder offsetting the limitations of Internal Revenue Code Sections 401(a)(17) and 415(b) shall be immediately fully vested for all purposes.

The term "Beneficiary" as used herein shall mean the Primary Beneficiary if such Primary Beneficiary is an individual and such individual shall survive me by at least thirty (30) days, and shall mean the Secondary Beneficiary if such an individual Primary Beneficiary does not survive me by at least thirty (30) days, and shall mean my Estate, if neither Primary nor a Secondary Beneficiary who is an individual survives me by at least thirty (30) days. I shall have the right to change my designation of my Primary and/or Secondary Beneficiary from time to time, in such manner as shall be required by the Company, it being agreed that no change in Beneficiary shall be effective until acknowledged in writing by the Committee. (If designation of a Beneficiary is to be irrevocable, strike and initial previous sentence.)

I further acknowledge that neither the Company nor any of its subsidiaries, affiliated companies, officers, employees, or agents has any responsibility whatsoever for the changes which I may make in other personal plans or programs as a result of my decision regarding the Plan and they are fully released to such extent. The Company agrees that although the Plan may be terminated or modified at any time, in the sole discretion of the Company, I shall have those rights which are vested and nonforfeitable under the terms and provisions of this Plan Agreement to the extent such may be applicable to me at the time of such termination.

7. Plan. This Agreement is entered into and executed by me and the Company pursuant to, and as a part of the Plan. Except as otherwise expressly provided in the Plan or this Plan Agreement, the terms and provisions of this Plan Agreement shall control in the event of any conflict between its terms and provisions and the terms of the Plan. It is intended that this Plan Agreement shall specifically state the amount, form and time of payment of my Retirement Benefit, and the vesting schedule to be applicable to my Retirement Benefit. This Plan Agreement shall be construed so as to be performed in a manner

consistent with express terms and provisions of the Plan, unless there is a clear and express inconsistency, in which case the terms of this Plan Agreement shall control.

8. Amendment; Termination. No amendment of this Plan Agreement shall be effective unless agreed to in a written document signed by me and the Company. The Company may terminate this Agreement in event of a termination of the Plan; provided, no termination of the Plan and no amendment of the Plan or of this Plan Agreement shall result in a decrease or forfeiture of my vested accrued Retirement Benefit under the Plan and this Plan Agreement as of the date of such termination or amendment, as more particularly provided for under the provisions of Section 10.2 of the Plan on the date of this Plan Agreement.

IN WITNESS WHEREOF, ONEOK, Inc. and Plan Participant have executed the Plan Agreement as of ____________, 2001.

ONEOK, Inc.

PARTICIPANT:

Primary Beneficiary(ies):

    Name and Address                    Relationship                 Share (%)
    ----------------                    ------------                 ---------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

Secondary Beneficiary(ies):

    Name and Address                    Relationship                 Share (%)
    ----------------                    ------------                 ---------

-------------------------------------------------------------------------------

The "Beneficiary" designated to receive my benefits under the Plan shall mean the Primary Beneficiary(ies) designated above, who shall receive the respective share percentage(s) specified above if such Primary Beneficiary(ies) is an individual and survives me by at least thirty (30) days, and if any individual designated as Primary Beneficiary does not so survive me then such Beneficiary's share shall be received by any other designated Primary Beneficiary(ies) who does so survive me, each in the proportion of such surviving Beneficiary's share percentage stated above to the total of such stated share percentages of the Primary Beneficiary(ies) who so survive me. If none the Primary Beneficiaries designated above who are individuals so survive me, and there are no other designated Primary Beneficiary(ies) who is not an individual, then my benefits under the Plan shall be received by the Secondary Beneficiaries designated above, who shall receive the respective share percentages specified above if such Secondary Beneficiary (ies) who is an individual survives me by at least thirty (30) days, and if any designated Secondary Beneficiary who is an individual does not so survive me then such Beneficiary's share shall be received by any other designated Secondary Beneficiary(ies) who does so survive me, proportionately divided in the same manner as is described above with respect to Primary Beneficiaries. I shall have the right to change designation of my Primary Beneficiary(ies) and/or Secondary Beneficiary(ies) from time to time in such manner and on such form as shall be required prescribed by the Company, it being agreed that no change in beneficiary shall be effective until acknowledged in writing by the Committee.

DATE:                                            PARTICIPANT:

--------------------------                       ------------------------------
                                                 (Signature)

                                                 ------------------------------
                                                 (Type or Print Name)

Signature of the above Participant witnessed this ____ day of __________, _____, in the presence of:

I, the undersigned spouse of the Participant named in the foregoing "Change of Beneficiary Form" hereby certify that I have read the Change of Beneficiary Form and fully understand the property and benefits subject to designation of a beneficiary or beneficiaries is my spouse's accrued benefit under the Plan, in which I may possess a beneficial interest, provided I survive my spouse. Being fully satisfied with the provisions and effect of the foregoing Change of Beneficiary Form, I hereby consent to and accept the designation of beneficiaries made therein without regard to whether I survive or predecease my spouse. I intend for this consent to be irrevocable and my spouse may make any further changes in the designation of his beneficiary or beneficiaries without my consent.

I have executed this consent this _____ day of _____________, _____.

Signature of spouse witnessed this _____ day of _____________, ___________in the presence of:

Exhibit (10)(f)

ONEOK, Inc.

"Board of Directors" shall mean the Board of Directors of ONEOK, Inc.

"Change in Control" shall mean the occurrence of a change in control as defined in the ONEOK, Inc. Severance Pay Plan.

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

"Common Stock" shall mean the common stock, par value $0.01, of ONEOK, Inc.

"Company" shall mean ONEOK, Inc., its divisions and subsidiaries, or, any successor thereto by merger, consolidation, liquidation, or other reorganization.

"Disability" shall mean a physical or mental infirmity which impairs the Participant's ability to perform substantially his or her duties for a period of one-hundred eighty (180) consecutive days.

"Employee" shall mean an active full-time employee of the Company, and shall exclude independent contractors, or leased or temporary employees. Employees included

in other annual cash incentive plans shall not be considered as Employees for the purpose of this Plan. Except as otherwise specifically provided in this Plan, separated and retired employees shall not be considered as Employees for purposes of this Plan.

"Executive Officer" shall mean an individual elected as an Executive Officer of the Company by the Committee for purposes of determination and payment of incentive compensation awards under the Plan.

"Fiscal Year" shall mean the 12-month period utilized by the Company for financial accounting purposes beginning each January 1 and ending on the next following December 31.

"Incentive Award" shall mean the awards of incentive compensation made to Participants in the Plan pursuant to its terms.

"Long-Term Incentive Plan" shall mean the ONEOK, Inc., Long-Term Incentive Plan (previously known as the "ONEOK, Inc., Key Employee Stock Plan") established August 17, 1995, as amended.

"Participant" shall mean an Employee of the Company who is eligible for participation in the Plan under the eligibility provisions of Paragraph 4 of this Plan.

"Plan" shall mean this ONEOK, Inc. Annual Officer Incentive Plan set forth herein and as amended from time to time.

"Plan Year" shall mean the Fiscal Year of the Company.

"Retirement" shall mean retirement from the employment of the Company pursuant to retirement rights under the Retirement Plan for Employees of ONEOK, Inc., as now in effect or as hereafter amended.

(a) Participants in other designated annual cash incentive plans, which are designated by the Committee and communicated to Employees prior to the Plan Year, or as otherwise determined by the Committee; and

(b) Except as otherwise specifically provided in this Plan, Employees whose employment is terminated before December 31 of the Plan Year.

Except as otherwise provided herein, only Participants who are eligible Employees and Executive Officers on the active payroll of the Company on January 1, and who

remain as eligible Employees and Participants throughout the entire Plan Year, shall be entitled to receive an Incentive Award for that Plan Year; provided, however, that an individual who becomes an Employee and Executive Officer after January 1 of the Plan Year may be made eligible to participate in the Plan and receive a prorated Incentive Award for that Plan Year, as determined by the Committee.

(a) The determination of incentive criteria and actual Incentive Awards for

Participants and timing and terms of payment of such Incentive Awards shall be made pursuant to determinations, actions, rules, regulations and procedures adopted and established from time to time by the Committee. The Committee shall identify and designate the individuals eligible to participate in the Plan as an Executive Officer.

(b) It is anticipated, subject in all cases to the determinations to be made by the Committee, in its sole discretion (which may differ in any way the Committee determines from the following), that Incentive Awards will be made payable to Participants, and the Plan will operate, subject to the following conditions:

(i) the Committee will establish and approve before the start of a Fiscal Year achievement of certain corporate and unit performance goals and individual performance criteria as benchmarks for Incentive Awards;

(ii) the Committee will determine the measurement period for such achievement of such goals and such performance criteria, provided, however that such period will correspond to the Company's Fiscal Year;

(iii) payment of Incentive Awards approved by the Committee under the Plan will be made as soon as reasonably possible after the end of the Fiscal Year for which they are approved after the audited financial results are made available to the Committee;

(iv) the Committee will be assisted in administering the Plan by the Chief Executive Officer, and the Officers, employees and departments of the Company designated by the Chief Executive Officer;

(v) the Committee will monitor the Plan and make adjustments and interpretations, from time to time as it determines, in its sole discretion to be appropriate;

(vi) goals and performance criteria established pursuant to the Plan can be modified by the Committee during the Fiscal Year of the Company for which such goals and criteria were established if conditions outside the control of the Company or unit arise that made such goals and criteria obsolete or unreasonable (including increasing or decreasing the standards involved or replacing them in their entirety); and

(vii) periodic and frequent communication will be made by the Committee to Participants in the Plan who are Executive Officers concerning the Plan's provisions, the goals, standards and criteria established pursuant to the Plan, and the relevant operating and financial information of the Company, its divisions, subsidiaries, and business units thereof.

(a) Incentive Awards shall be paid only from the general assets of the Company, and no separate fund nor trust of any kind shall be created or held for the benefit of any person under this Plan. No additions to, and no interest or other earnings on the actual Incentive Award amount shall accrue or be payable to any Participant.

(b) Incentive Awards shall be paid in the form of a lump sum cash payment; provided, that the amount of the cash payment determined under this Plan may be reduced by an amount attributable to a grant or award of Common Stock which is made to the Executive Officer for his/her performance under and pursuant to the terms and provisions of the Long-Term Incentive Plan ("Long-Term Incentive Plan Stock Award") as the Committee, in its sole discretion, may determine for any Plan Year. It is intended that no Common Stock shall be issued as a part of any Incentive Award under or pursuant to this Plan, that any such Long-Term Incentive Plan Stock Award shall be issued exclusively from and under the Long-Term Incentive Plan, provided, however, that the Committee, in its sole discretion, may take into account such a Long-Term Incentive Plan Stock Award and reduce the cash payment amount of an Incentive Award to paid under this Plan by an amount that it attributable to part or all of the value or amount of such a Long-Term Incentive Plan Stock Award.

(c) Incentive Awards paid to Participants under this Plan shall constitute additional special incentive compensation to such Participants to the extent provided

herein, and are not a part of any Participant's regular salary. The payment of an Incentive Award to a Participant for any Plan Year shall not constitute or be considered as any increase or change of such Participant's regular ongoing salary and compensation otherwise payable by the Company for the Plan Year or any subsequent period of employment. The payment of any Incentive Award under this Plan is completely discretionary with the Board of Directors and the Committee, as herein provided, and no person shall have any claim to be granted or to receive any Incentive Award or other amount, benefit or payment, and no Participant or other person shall have authority to assign or transfer any Incentive Award or other rights, benefits or payments hereunder, or to enter into any agreement with any person for the payment of any Incentive Award, or to make any representation or warranty with respect thereto.

thereof have been established for a Plan Year.

Exhibit (10)(g)

ONEOK, Inc.

EMPLOYEE NONQUALIFIED
DEFERRED COMPENSATION PLAN

Amended and Restated Effective February 15, 2001

ONEOK, Inc.
EMPLOYEE NONQUALIFIED DEFERRED COMPENSATION PLAN

                               Table of Contents

ARTICLE I - PURPOSE...........................................................1
-------------------
   1.1      Statement of Purpose; Effective Date..............................1
            ------------------------------------
ARTICLE II - DEFINITIONS......................................................1
------------------------
   2.1      Account...........................................................1
            -------
   2.2   Base Salary..........................................................1
         -----------
   2.3   Beneficiary..........................................................2
         -----------
   2.4   Board................................................................2
         -----
   2.5   Bonus................................................................2
         -----
   2.6   Change in Control....................................................2
         -----------------
   2.7   Code.................................................................5
         ----
   2.8   Committee............................................................5
         ---------
   2.9   Compensation.........................................................5
         ------------
   2.10  Corporation..........................................................5
         -----------
   2.11  Deferral Account.....................................................5
         ----------------
   2.12  Deferral Benefit.....................................................5
         ----------------
   2.13  Determination Date...................................................5
         ------------------
   2.14  Disability...........................................................6
         ----------
   2.15  Employee.............................................................6
         --------
   2.16  Eligible Employee....................................................6
         -----------------
   2.17  Employer.............................................................6
         --------
   2.18  ERISA................................................................6
         -----
   2.19  Exchange Act.........................................................6
         ------------
   2.20  Fiscal Year..........................................................6
         -----------
   2.21  Investment Return Rate...............................................6
         ----------------------
   2.22  Just Cause...........................................................6
         ----------
   2.23  KGS Deferred Compensation Plan.......................................7
         ------------------------------
   2.24  KGS Deferred Benefit Account.........................................7
         ----------------------------
   2.25  Key Employee Incentive Plan..........................................7
         ---------------------------
   2.26  Long-Term Deferral...................................................7
         ------------------
   2.27  Lump Sum Merit Award.................................................7
         --------------------
   2.28  Matching Account.....................................................8
         ----------------
   2.29  Matching Amount......................................................8
         ---------------
   2.30  Matching Percentage..................................................8
         -------------------
   2.31  Participant..........................................................8
         -----------
   2.32  Participation Agreement..............................................8
         -----------------------
   2.33  Person...............................................................8
         ------
   2.34  Plan.................................................................8
         ----
   2.35  Plan Year............................................................8
         ---------
   2.36  Retirement...........................................................8
         ----------
   2.37  Retirement Plan......................................................9
         ---------------
   2.38  Shares...............................................................9
         ------
   2.39  Short-Term Deferral..................................................9
         -------------------
   2.40  Subsidiary...........................................................9
         ----------
   2.41  Thrift Plan..........................................................9
         -----------
   2.42  Trust................................................................9
         -----
ARTICLE III  - Eligibility and Participation..................................9
--------------------------------------------
   3.1   Eligibility..........................................................9
         -----------

                                       -i-

   3.2  Participation........................................................10
        -------------
   3.3  Elections to Participate Irrevocable.................................10
        ------------------------------------
   3.4  Exclusion from Eligibility...........................................10
        --------------------------
ARTICLE IV - DEFERRAL OF COMPENSATION........................................10
-------------------------------------
   4.1  Amount and Time of Deferral..........................................10
        ---------------------------
   4.2  Deferral Periods.....................................................11
        ----------------
   4.3  Committee Authority; Deferral of Compensation........................11
        ---------------------------------------------
   4.4  Matching Amounts.....................................................11
        ----------------
   4.5  Crediting Deferred Compensation and Matching Amounts.................12
        ----------------------------------------------------
ARTICLE V - BENEFIT ACCOUNTS.................................................12
----------------------------
   5.1  Determination of Account.............................................12
        ------------------------
   5.2  Crediting of Investment Return; Other Items to
        ----------------------------------------------
           Participant Accounts..............................................12
           --------------------
   5.3  Investment Return Rate; Designated Deemed Investment.................13
        ----------------------------------------------------
   5.4  Statement of Accounts................................................13
        ---------------------
   5.5  Vesting of Account...................................................13
        ------------------
   5.6  Administration and Crediting of KGS Deferred
        --------------------------------------------
           Benefit Accounts..................................................13
           ----------------
ARTICLE VI - PAYMENT OF BENEFITS.............................................14
--------------------------------
   6.1  Payment of Long-Term Deferred Benefit;
        --------------------------------------
           Retirement Eligible Participant...................................14
           -------------------------------
   6.2  Payment of Short-Term Deferral Benefit...............................14
        --------------------------------------
   6.3  Payment of Deferral Benefit upon Disability or Death.................14
        ----------------------------------------------------
   6.4  Lump Sum Payment of Deferral Benefit Upon Termination
        -----------------------------------------------------
           of Employment; Participant Not Eligible for Vested
           --------------------------------------------------
        Retirement Plan Benefits.............................................15
        ------------------------
   6.5  Form of Payment......................................................15
        ---------------
   6.6  Commencement of Payments.............................................15
        ------------------------
   6.7  Additional Amount As To Certain Retirement
        ------------------------------------------
           Plan Participants.................................................16
           -----------------
   6.8  Specific Term Deferrals..............................................16
        -----------------------
   6.9  Payment of KGS Deferred Benefit Accounts.............................16
        ----------------------------------------
   6.10 Hardship Payment of Deferrals....... ................................17
        -----------------------------
ARTICLE VII - BENEFICIARY DESIGNATION........................................17
-------------------------------------
   7.1  Beneficiary Designation..............................................17
        -----------------------
   7.2  Amendments...........................................................17
        ----------
   7.3  No Designation.......................................................17
        --------------
   7.4  Effect of Payment....................................................17
        -----------------
ARTICLE VIII - ADMINISTRATION................................................17
-----------------------------
   8.1  Plan Committee; Duties...............................................18
        ----------------------
   8.2  Agents...............................................................18
        ------
   8.3  Binding Effect of Decisions..........................................18
        ---------------------------
   8.4  Indemnity of Committee...............................................19
        ----------------------
ARTICLE IX - MERGER AND CONSOLIDATION........................................19
-------------------------------------
ARTICLE X - AMENDMENT AND TERMINATION OF PLAN................................19
---------------------------------------------
   10.1  Amendment...........................................................19
         ---------
   10.2  Termination.........................................................19
         -----------
ARTICLE XI - PLAN EFFECT, LIMITATIONS, MISCELLANEOUS PROVISIONS ..............19
---------------------------------------------------------------
   11.1  Nature of Employer Obligation; Funding..............................20
         --------------------------------------
   11.2  Trusts..............................................................20
         ------
   11.3  Nonassignability....................................................20
         ----------------
   11.4  Captions............................................................21
         --------
   11.5  Governing Law.......................................................21
         -------------
   11.6  Successors..........................................................21
         ----------
   11.7  No Right to Continued Service.......................................21
         -----------------------------
EXHIBIT A.....................................................................1
---------
EXHIBIT B.....................................................................2
---------
EXHIBIT C.....................................................................3
---------
EXHIBIT D.....................................................................5
---------

                                      -ii-

                                   ONEOK, Inc.
                EMPLOYEE NONQUALIFIED DEFERRED COMPENSATION PLAN

This ONEOK, Inc. Employee Nonqualified Deferred Compensation Plan (the "Plan") and related agreements between the Employer and certain management or highly compensated employees is an unfunded, nonqualified deferred compensation plan and arrangement. The purpose of the Plan is to provide a select group of management and highly compensated employees of the Employer with the option to defer the receipt of portions of their compensation payable for services rendered to the Employer, and provide nonqualified deferred compensation benefits which are not available to such employees by reason of limitations on employer and employee contributions to qualified pension or profit-sharing plans under the federal tax laws.

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

The Plan is generally effective on May 15, 1997, but shall first apply to the deferral of Compensation by Participants thereunder beginning on June 1, 1997. The Plan was amended and restated November 1, 1999, October 19, 2000 and February 15, 2001.

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

"Account" means the sum of a Participant's Deferral Account and Matching Account under the Plan.

"Base Salary" means a Participant's basic wage or salary paid by an Employer to the Participant without regard to any increases or decreases in such basic wage or salary as a result of (i) an election to defer basic wage or salary under this Plan or (ii) an election between benefits or cash provided under a plan of an Employer maintained pursuant to Sections 125 or 401(k) of the

Code, and as limited in Exhibit B attached hereto. The Base Salary does not include any Lump Sum Merit Award paid to a Participant, nor any Bonus, as defined in Section 2.5, below.

"Beneficiary" means the person or persons designated or deemed to be designated by the Participant pursuant to Article VII to receive benefits payable under the Plan in the event of the Participant's death.

"Board" means the Board of Directors of the Corporation.

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

A "Change in Control" shall mean the occurrence of any of the following:

(a) An acquisition (other than directly from the Corporation) of any voting securities of the Corporation (the "Voting Securities") by any "Person" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the then outstanding Shares or the combined voting power of the Corporation's then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred pursuant to this Section 2.6, Shares or Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Corporation or (B) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned or controlled, directly or indirectly, by the Corporation (for purposes of this definition, a "Related Entity"), (ii) the Corporation or any Related Entity, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

(b) The individuals who, as of February 15, 2001, are members of the Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least a

majority of the members of the Board of Directors; or, following a Merger which results in a Parent Corporation, the board of directors of the ultimate Parent Corporation; provided, however, that if the election, or nomination for election by the Corporation's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c) The consummation of:

(i) A merger, consolidation or reorganization with or into the Corporation or in which securities of the Corporation are issued ( a "Merger"), unless such Merger is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger where:

(A) the stockholders of the Corporation, immediately before such Merger, own directly or indirectly immediately following such Merger at least fifty percent (50%) of the combined voting power of the outstanding voting securities of (x) the corporation resulting from such Merger (the "Surviving Corporation") if fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly by another Person (a "Parent Corporation"), or (y) if there is one or more Parent Corporations, the ultimate Parent Corporation;

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more Parent Corporations, the ultimate Parent Corporation; and

(C) no Person other than (1) the Corporation,
(2) any Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such Merger was maintained by the Corporation or any Related Entity, or (4) any Person who, immediately prior to such Merger had Beneficial Ownership of thirty percent (30%) or more of the then outstanding Voting Securities or Shares, has Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the outstanding voting securities or common stock of (x) the Surviving Corporation if there is no Parent Corporation, or (y) if there is one or more Parent Corporations, the ultimate Parent Corporation.

(ii) A complete liquidation or dissolution of the Corporation; or

(iii) The sale or other disposition of all or substantially all of the assets of the Corporation to any Person (other than a transfer to a Related Entity or under conditions that would constitute a Non-Control Transaction with the disposition of assets being regarded as a Merger for this purpose or the distribution to the Corporation's stockholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing,

(A) A Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities if:
(1) such acquisition occurs as a result of the acquisition of Shares or Voting Securities by the Corporation which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this subparagraph) as a result of the acquisition of Shares or Voting Securities by the Corporation, and after such share acquisition by the Corporation, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities which increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur, or (2) (a) within five business days after a Change in Control would have occurred (but for the operation of this subparagraph), or if the Subject Person acquired Beneficial Ownership of twenty percent (20%) or more of the then outstanding Shares or the combined voting power of the Corporation's then outstanding Voting Securities inadvertently, then after the Subject Person discovers or is notified by the Corporation that such acquisition would have triggered a Change in Control (but for the operation of this subparagraph), the Subject Person notifies the Board of Directors that it did so inadvertently, and (b) within two business days after such notification, the Subject Person divests itself of a sufficient number of Shares or Voting Securities so that the Subject Person is the Beneficial Owner of less than twenty percent (20%) of the then outstanding Shares or the combined voting power of the Corporation's then outstanding Voting Securities.

(B) A Change in Control shall not be deemed to occur if (1) the Shareholder Group (as defined in the Shareholder Agreement) acquires Beneficial Ownership of fifteen percent (15%) or more of the Corporation's Voting Securities pursuant to the terms of the Shareholder Agreement, by and between WAI, Inc. (now known as ONEOK, Inc.) and Western Resources, Inc. dated as of November 26, 1997 (the "Shareholder Agreement"), until the earlier of (a) the termination of the Shareholder Agreement or (b) the successful consummation of a Buyout Tender Offer as defined in Section 3.6(b) of the Shareholder Agreement, but upon either of such events, the acquisition or existence of such percentage of Beneficial Ownership by Western Resources, Inc. or any of its affiliates shall constitute a Change in Control or (2) the equity securities of the Corporation owned by the Shareholder Group are in any manner restructured with the approval of a majority of the members of the Incumbent Board (excluding Shareholder Nominees, as defined in the Shareholder Agreement).

Notwithstanding anything in this Plan to the contrary, if an Eligible Employee's employment is terminated by the Corporation without Just Cause prior to the date of a Change in Control but the

Eligible Employee reasonably demonstrates that the termination (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (B) otherwise arose in connection with, or in anticipation of, a Change in Control which has been threatened or proposed, such termination shall be deemed to have occurred after a Change in Control for purposes of this Plan provided a Change in Control shall actually have occurred.

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

"Committee" means the Executive Compensation Committee of the Board of Directors of the Corporation.

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

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

"Deferral Account" means the account maintained on the books of the Employer for the purpose of accounting for the amount of Compensation that each Participant elects to defer under the Plan and for the amount of investment return credited or debited thereto for each Participant in accordance with Article V.

"Deferral Benefit" means the benefit payable to a Participant or his or her Beneficiary pursuant to Article VI.

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

"Disability" shall mean a physical or mental condition of a Participant, which the Committee, in its sole discretion, determines on the basis of medical evidence satisfactory to it, prevents the Participant from engaging in further employment by the Employer and that such disability will be permanent and continuous.

"Employee" means an employee of the Corporation or a Subsidiary.

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

"Employer" means, with respect to a Participant, the Corporation or the Subsidiary which pays such Participant's Compensation.

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

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fiscal Year" means the fiscal year of the Corporation which prior to January 1, 2000, was the fiscal year commencing September 1 and ending the following August 31, and on and after January 1, 2000, is the fiscal year commencing January 1 and ending the following December 31. On and after January 1, 2000, the Fiscal Year and Plan Year (as defined below) shall be the same period commencing January 1 and ending the following December 31.

"Investment Return Rate" means the rate of investment return to be credited to a Participant's Deferral Account and Matching Account pursuant to Section 5.2, which rate shall be specified in Section 5.3 and Exhibit "C" attached hereto.

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

"KGS Deferred Compensation Plan" means the KGS Deferred Compensation Plan of the Corporation which was merged into and succeeded by this Plan effective January 1, 1999.

"KGS Deferred Benefit Account" means a Deferred Benefit Account of a Participant in the KGS Deferred Compensation Plan merged with the Plan January 1, 1999, which shall be maintained, administered, paid and distributed in accordance with the provisions of Sections 5.6, 6.9 and other applicable provisions of the Plan not inconsistent therewith.

"Key Employee Incentive Plan" means the Key Employee Annual Incentive Plan of the Corporation.

"Long-Term Deferral" means a deferral made by a Participant that is not a Short-Term Deferral.

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

"Matching Account" means the account maintained on the books of the Employer for the purpose of accounting for the Matching Amount and for the amount of investment return credited thereto for each Participant pursuant to Article V.

"Matching Amount" means the amount credited to a Participant's Matching Account under Section 4.4.

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

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

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

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

"Plan" means this ONEOK, Inc. Employee Nonqualified Deferred Compensation Plan, as amended from time to time.

"Plan Year" means a twelve-month period commencing January 1 and ending the following December 31; provided, that the first Plan Year of the Plan shall commence June 1, 1997, and end December 31, 1997.

"Retirement" means the voluntary termination of employment of a Participant when retirement benefits become payable to the Participant under the Retirement Plan.

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

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

"Short-Term Deferral" means a deferral elected by a Participant under which payment of the Deferral Benefit shall commence on a date specified by the Participant, but not less than five (5) years after the Participant's election thereof; provided, that the Committee, may, in its sole discretion, determine and direct that a shorter period, of not less than one (1) year, be applied to any Short-Term Deferral.

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

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

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

Eligibility to participate in the Plan shall be granted to those Eligible Employees who are designated by the Committee and approved by the Board. Subject to Section 3.4, below (providing for exclusion of Employees not qualifying under certain definitional terms of federal law), the Committee shall adopt a complete written list and/or designation of the Eligible Employees, by individual name or by reference to an identifiable group of persons or by descriptions of the components of compensation of an individual which would qualify the individuals who are

eligible to participate, and all of whom shall be a select group of management or highly compensated employees. The written list and/or designation of Eligible Employees by the Committee, as approved by the Board, from time to time, shall be adopted and maintained as provided in Exhibit A attached hereto.

Participation in the Plan shall be limited to Eligible Employees who elect to participate in the Plan by timely filing a Participation Agreement with the Committee. An Eligible Employee shall commence participation in the Plan upon the first day of the Plan Year or Fiscal Year as the case may be, designated in his or her Participation Agreement filed with the Committee prior to the beginning of such Plan Year. The Committee, with the Board's approval, may in its sole discretion, allow individuals who become Eligible Employees after the beginning of a Plan Year to elect to participate in the Plan for the remaining part of such Plan Year.

A Participant may not change a previously elected percentage of deferral of Compensation, or terminate his or her election to participate in the Plan for a Plan Year. Except as may otherwise determined and approved by the Committee, a Participant's election to defer Base Salary and Bonus shall only be effective as of the beginning of the next Plan Year following receipt of the Participant's election by the Corporation. Determinations on all elections and of any effective dates other than as specified above, shall be made by the Committee in accordance with its prevailing administrative procedures.

Notwithstanding any other provisions of this Plan to the contrary, if the Committee determines that any Participant may not qualify as a "management or highly compensated employee" within the meaning of ERISA, or regulations thereunder, the Committee may determine, in its sole discretion, that such Participant shall cease to be eligible to participate in this Plan. Upon such determination, the Employer shall make an immediate lump sum payment to the Participant equal to the vested amount credited to the Participant's Account. Upon such payment, no benefit shall thereafter be payable under this Plan either to the Participant or any Beneficiary of the Participant, and all of the Participant's elections as to the time and manner of payment of his or her Account will be deemed to be canceled.

With respect to each Plan Year, a Participant may elect to defer a specified percentage of his or her Compensation up to the percentage of Compensation stated, and subject to the terms described in Exhibit B attached hereto; provided, that each Participant must elect a minimum deferral of two percent (2%) of his or her Base Salary for a Plan Year, and elect a minimum

deferral of ten percent (10%) of all or the portion above a specified threshold of a Participant's Bonus for a Plan Year, and all deferrals elected must be in one percent (1%) increments of Compensation. Except as otherwise determined by the Committee and expressly stated in pertinent documents governing such elections approved by the Committee, a Participant's election to defer that part of Compensation which constitutes Base Salary for a Plan Year shall be made prior to the first day of that Plan Year; and a Participant's election to defer that part of Compensation which constitutes Bonus for a Plan Year shall be made prior to the first day of that Plan Year. Unless otherwise specifically stated in a Participant's election to defer Compensation, an election to defer Compensation of Base Salary shall apply only to the next Plan Year following such election, and an election to defer Bonus shall apply only to the next Plan Year following such election. Except as otherwise directed by the Committee, Participants in the Plan shall make separate and new elections to defer Base Salary and Bonus each Plan Year. For the Fiscal Years of the Corporation beginning prior to January 1, 2000, all requirements for timing of elections of Participants to defer Bonus which were heretofore provided by the Plan with respect to such Fiscal Years shall remain applicable and effective unless otherwise determined and directed by the Committee, in its sole discretion. For the Plan Year and Fiscal Year in which the Plan is initially established, a Participant may elect to defer compensation to be paid to the Participant for services to be performed by the Participant in such Plan Year or Fiscal Year after such election if such election is made on or before May 31, 1997.

A Participant shall be allowed to defer Compensation under the Plan by making either a Long-Term Deferral or a Short-Term Deferral. The Participant shall elect and designate his or her deferral period as either a Long-Term Deferral or a Short-Term Deferral in the Participation Agreement filed with the Committee for a Plan Year.

Notwithstanding anything to the contrary expressed or implied in the Plan, the Committee may, in its sole discretion, determine and direct that the amount of deferral and period of deferral which may be elected for Compensation, Base Salary or Bonus payable to Participants for any particular Plan Year or Fiscal Year, or other period of service, be limited to an amount or amounts, and for a period or periods other than that which is otherwise generally provided herein; and the Committee may from time to time, in its sole discretion, also determine and direct that all or part of the Bonus payable to Participants for any period of service shall be deferred only for the period or periods of deferral determined solely by the Committee without any election thereon by Participants.

The Employer shall provide and credit a Matching Amount under this Plan with respect to each Participant who is eligible to be allocated matching contributions under the Thrift Plan; except that the Committee may, prior to any Plan Year, make a determination not to provide for the crediting of Matching Amounts for that Plan Year. The Matching Amount to be credited to a

Participant's Matching Account for a Plan Year shall be an amount equal to the excess of (i) the Participant's matching contribution percentage under the Thrift Plan for the Plan Year multiplied by the Participant's Compensation from the Employer in that Plan Year, over (ii) the amount of Thrift Plan matching contributions made by the Employer that are allocated to the Participant's Thrift Plan account for that Plan Year; it being intended that a Participant shall have credited to his or her Matching Account the amount of matching contributions which could not be allocated to the Participant's Thrift Plan account for the Plan Year by reason of all limitations on compensation and contributions applicable to Thrift Plan matching contributions under the Code and Treasury regulations thereunder.

The amount of Compensation that a Participant elects to defer from Base Salary under the Plan shall be credited by the Employer to the Participant's Deferral Account monthly (or, on and after January 1, 2001, as of the date such amounts would have otherwise been paid to the Participant), provided that the Employer shall reduce the deferral amount credited by the amount of any taxes or other amounts required to be withheld by the Employer from a Participant's deferred Compensation pursuant to any state, federal or local law. The Matching Amount under the Plan for each Participant under Section 4.4 shall be credited by the Employer no later than the time that matching contributions are allocated under the Thrift Plan. The amount of compensation that a Participant elects to defer from Bonus under the Plan shall be credited by the Employer to the Participant's Deferral Account at the time the Bonus is paid to the Participant under the Key Employee Incentive Plan.

As of each Determination Date, a Participant's Account shall consist of the balance of the Participant's Account as of the immediately preceding Determination Date, plus the Participant's deferred Compensation and Matching Amount credited pursuant to Section 4.4 since the immediately preceding Determination Date, plus investment return credited as of such Determination Date pursuant to Section 5.2, minus the aggregate amount of distributions, if any, made from such Account since the immediately preceding Determination Date.

The Deferral Account and Matching Account of each Participant shall be periodically credited and increased, or debited and reduced, as the case may be, by the amount of investment return specified under Section 5.3. The Deferral Account and Matching Account of each Participant shall also be debited and credited for any deemed purchases or sales of, or other deemed transactions involving securities provided for under the Plan. The Deferral Account and Matching Account shall be so credited and debited not less frequently than monthly in the manner established and determined from time to time by the Committee, in its sole discretion. The manner in which the Committee determines that Participants" accounts shall be so debited or

credited shall be described in written rules or procedures which shall be stated from time to time by a written description thereof which shall be attached to this Plan as Exhibit "D," and furnished to the Participants in the Plan.

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

The Committee shall provide to each Participant in the Short-Term Deferral Plan within 120 days after the close of each Plan Year, a statement setting forth the balance of such Participant's Account as of the Determination Date of the preceding Plan Year and showing all adjustments made thereto during such Plan Year. The Committee shall provide to each Participant in the Long-Term Deferral Plan, not less frequently than quarterly, a statement setting forth the balance of such Participant's Account as of the last date of the preceding quarter in any Plan Year and showing all adjustments made thereto during such quarter of any Plan Year.

Except as provided in Sections 11.1 and 11.2, below, a Participant shall be 100% vested in his or her Deferral Account and Matching Account at all times.

Each Deferred Benefit Account previously maintained and existing under the KGS Deferred Compensation Plan on December 31, 1998, shall become a KGS Deferred Benefit Account under the Plan and be maintained and administered under the Plan on and after January 1, 1999. The

KGS Deferred Benefit Account of a Participant shall be maintained and administered in accordance with, and be subject to all the terms and provisions of the Plan on and after January 1, 1999. Notwithstanding anything to the contrary expressed or implied in the Plan, on and after January 1, 2000, interest shall be credited to each such KGS Deferred Benefit Account for amounts therein which would have constituted a Short-Term Deferral, if such amounts had been deferred under this Plan, at the same rate as the Investment Return Rate specified for a Participant's Short-Term Deferral under the provisions of paragraph A. of Exhibit C to the Plan; and interest shall be credited to each such KGS Deferred Benefit Account for amounts therein which would have been a Long-Term Deferral, if such amounts had been deferred under this Plan, at the same rate as the Investment Rate specified for a Participant's Long-Term Deferral under the provisions of paragraph B.1. of Exhibit C to the Plan. Such interest shall be credited to KGS Deferred Benefit Accounts of Participants in accordance with Section 5.2, above

Upon the termination of service as an Employee of the Employer by a Participant who is then entitled to commence receiving payment of a fully vested benefit under the Retirement Plan, the Employer shall pay to the Participant a Deferral Benefit in the form of benefit payment specified in the Participant's written election pursuant to Section 6.5.

A Short-Term Deferral shall be paid to a Participant beginning on the date specified by the Participant in his or her Participation Agreement, and shall be paid in the form of benefit payment specified in the Participant's written election pursuant to Section 6.5; provided, that no part of a Short-Term Deferral may be paid prior to five (5) years following the Participant's election thereof.

Upon the Disability of a Participant, the Employer shall pay to the Participant, or the Participant's personal representative, a Deferral Benefit in annual payments for either five (5) or fifteen (15) years, or in a single lump sum equal to the balance of the Participant's Account determined pursuant to Article V, less any amounts previously paid and distributed. The Participant with a Disability, or the disabled Participant's personal representative, shall elect which term of payment is to be paid. Upon the death of a Participant the Participant's Account shall be paid to the Participant's Beneficiary. If the Participant has elected Long-Term Deferral the Deferral Benefit shall be paid to the Beneficiary over the time period elected by the Participant commencing as soon as practicable after the time of death of the Participant. If the Participant has elected a Short-Term Deferral the Deferral Benefit shall be paid to the Beneficiary in a single lump sum payment.

Upon the termination of service of a Participant as an Employee of the Employer prior to the time such Participant is entitled to commence receiving payment of a fully vested benefit under the Retirement Plan, and not by reason of such Participant's Disability or death, the Employer shall pay to the Participant a Deferral Benefit equal to the balance of the Participant's vested Account determined pursuant to Article V, less any amounts previously paid and distributed, in a single lump sum. This payment shall be made notwithstanding any other period or time of payment that has been elected by the Participant.

The Deferral Benefit payable to a Participant shall be paid in one of the following forms, as elected by the Participant in his or her Participation Agreement on file as of one (1) year and one (1) day prior to the date of termination:
(a) For Participants who elect a Long-Term Deferral, the Deferral Benefit shall be paid in one of the following elected forms:
(1) In annual payments of the vested Account balance, on and after the payment commencement date over a period of either five (5) or fifteen (15) years (together, in the case of each annual payment, with investment return thereon credited after the payment commencement date pursuant to Section 5.2), with the amount of each such annual payment to be determined by multiplying the remaining principal amount and undistributed income in the Participant's Account by a fraction, the numerator of which is one (1) and the denominator of which shall be the number of remaining annual payments, including the payment then being calculated; or
(2) A lump sum.
(b) For Participants who elect a Short-Term Deferral, the Deferral Benefit shall be paid in one of the following elected forms:
(1) Annual payments of a fixed amount which shall amortize the vested Account balance, on and after the payment commencement date over a period of from one (1) to four (4) years (together, in the case of each annual payments with investment return thereon credited after the payment commencement to Section 5.2), with the amount of each such annual payment to be determined by multiplying the remaining principal amount and undistributed income in the Participant's Account by a fraction, the numerator of which is one (1) and the denominator of which shall be the number of remaining annual payments, including the payment then being calculated; or
(2) A lump sum.

Except as otherwise provided in Section 6.2 (minimum five (5) year deferral), the commencement of payments under Sections 6.1 through 6.4, above, shall begin within sixty (60) days following receipt of written notice by the Committee of an event which entitles a Participant (or a Beneficiary) to payments under the Plan.

The Corporation shall pay to a Participant or his or her survivor beneficiary, as the case may be, an additional amount equal to the amount by which such Participant's retirement benefit under the Retirement Plan is reduced by reason of the deferred compensation elected by the Participant under the Plan not being taken into account in the calculation of such Participant's retirement benefit under the Retirement Plan, but only if such deferred compensation is not taken into account in determining a retirement benefit or payment payable to such Participant under the ONEOK, Inc. Supplemental Executive Retirement Plan (SERP) nor under any other plan, arrangement or agreement of the Corporation other than this Plan. An additional amount payable to a Participant, or his or her beneficiary, under this Section 6.7 shall be paid at the same time and in the same form as such Participant's retirement benefit is paid under the Retirement Plan. This Section 6.7 shall apply with respect to such Retirement Plan benefits paid to Participants in this Plan on and after June 1, 1997.

The Corporation may, from time to time, offer to Participants the opportunity to otherwise defer specific amounts of Base Salary or Bonus for a specific duration and to then be paid out in installments prior to Retirement. These deferrals will be accounted for separately and will be paid out pursuant to an election that applies only to that deferral. The specific terms of each offering will be described in a written memorandum that will be attached to this document. Except where specifically provided otherwise in such memorandum, the terms of such deferrals will adhere to all of the other provisions of the Plan.

The KGS Deferred Benefit Account of any Participant shall be paid and distributed in accordance with the pertinent terms and provisions of the KGS Deferred Compensation Plan governing distribution and payment of Deferred Benefit Accounts to Participants thereunder in effect as of December 31, 1998, and the elections made by a Participant in his or her KGS Deferred Compensation Plan Participation Agreement and Beneficiary Designation, all of which are incorporated herein by reference; provided however, that notwithstanding the foregoing, the KGS Deferred Benefit Account of any participant who terminates employment with the Corporation, or has terminated employment with the Corporation at any time prior to January 1, 2000, other than by Retirement or by reason of Disability or death, shall on and after that date be paid and distributed in a lump sum payment in like manner and at the time otherwise provided for under Section 6.4 of the Plan. Any such Beneficiary Designation for a KGS Deferred Benefit Account may be changed by a Participant to the extent otherwise permissible under the Plan.

In the case of hardship, a Participant may apply in writing to the Corporation, or its designated agent, for the immediate distribution of all or part of his or her Deferral Benefit. Such a hardship distribution, however, will involve a substantial penalty, and each such distribution from the Participant's Deferral Benefit made under this provision shall be reduced by a penalty equal to six percent (6%) of the total amount of the distribution. The amount of the penalty shall be forfeited by the Participant. In addition, the Participant must continue to defer Compensation subsequent to such distribution in accordance with the Participant's election and will not be permitted to elect to defer Compensation attributable to the calendar year subsequent to the calendar year of the distribution. The Corporation shall have the sole discretion as to whether such distribution shall be made, and its determination shall be final and conclusive. In making its determinations, the Corporation shall follow a uniform and nondiscriminatory practice.

Each Participant shall have the right, at any time, to designate any person or persons as his or her Beneficiary to whom payment under the Plan shall be made in the event of the Participant's death prior to complete distribution to the Participant of his or her Account. Any Beneficiary designation shall be made in a written instrument provided by the Committee. All Beneficiary designations must be filed with the Corporation and shall be effective only when received in writing by the Corporation.

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

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

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

The administrative committee for the Plan shall be those members of the Committee who are not Participants, as long as there are at least three (3) such members. If there are not at least three (3) such non-participating persons on the Committee, the Chief Executive Officer of the Corporation shall appoint other non-participating Directors or Corporation officers to serve on the Committee. The Committee shall supervise the administration and operation of the Plan, may from time to time adopt rules and procedures governing the Plan and shall have authority to give interpretive rulings with respect to the Plan. The Committee shall have such other powers and duties as are specified in this Plan as the same may from time to time be constituted, and not in limitation but in amplification of the foregoing, the Committee shall have power, to the exclusion of all other persons, to interpret the provisions of this instrument, to decide any disputes which may arise hereunder; to construe and determine the effect of Participant Agreements, elections, beneficiary designations, and other actions and documents; to determine all questions that shall arise under the Plan, including questions as to the rights of Employees to become Participants, as to the rights of Participants, and including questions submitted by the trustee of a Trust created under Section 11.2 on all matters necessary for it properly to discharge its duties, powers, and obligations; to employ legal counsel, accountants, consultants and agents; to establish and modify such rules, procedures and regulations for carrying out the provisions of the Plan not inconsistent with the terms and provisions hereof, as the Committee may consider proper and desirable; and in all things and respects whatsoever, without limitation, to direct the administration of the Plan and any such Trust with the trustee being subject to the direction of the Committee. The Committee may supply any omission or reconcile any inconsistency in this instrument in such manner and to such extent as it shall deem expedient to carry the same into effect and it shall be the sole and final judge of such expediency. The Committee may adopt such rules and regulations with respect to the signature by an Employee, Participant and/or Beneficiary as to any agreements, elections or other papers to be signed by Employees or Participants or Beneficiaries and similar matters as the Committee shall determine in view of the laws of any state or states. Any act which this instrument authorizes or requires the Committee to do may be done by a majority of the then members of the Committee. The action of such majority of the members expressed either by a vote at a meeting or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all of the members of the Committee at the time in office, provided, however, that the Committee may, in specific instances, authorize one (1) of its members to act for the Committee when and if it is found desirable and convenient to do so.

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

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

The Corporation shall indemnify and hold harmless the members of the Committee and their duly appointed agents under Section 8.2 against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Plan, except in the case of gross negligence or willful misconduct by any such member or agent of the Committee.

The KGS Deferred Compensation Plan, which was frozen and terminated December 31, 1998, shall be merged and consolidated with this Plan on and after January 1, 1999, and the Corporation shall then assume and pay all deferred compensation and benefits accrued for participants under the KGS Deferred Compensation Plan on December 31, 1998, in accordance with the pertinent terms and provisions of this Plan.

The Corporation, on behalf of itself and of each Subsidiary may at any time amend, modify, suspend or reinstate any or all of the provisions of the Plan, except that no such amendment, modification, suspension or reinstatement may adversely affect any Participant's Account, as it existed as of the day before the effective date of such amendment, modification, suspension or reinstatement, without such Participant's prior written consent. Written notice of any amendment or other action with respect to the Plan shall be given to each Participant.

The Corporation, on behalf of itself and of each Subsidiary, in its sole discretion, may terminate this Plan at any time and for any reason whatsoever. Upon termination of the Plan, the Committee shall take those actions necessary to administer any Participant Accounts existing prior to the effective date of such termination; provided, however, that a termination of the Plan shall not adversely affect the value of a Participant's Account, the crediting of investment return under Section 5.2, or the timing or method of distribution of a Participant's Account, without the Participant's prior written consent. Notwithstanding the foregoing, a termination of the Plan shall not give rise to accelerated or automatic vesting of any Participant's Matching Account.

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

Notwithstanding the foregoing, in the event of a Change in Control, the Corporation shall create an irrevocable Trust, or before such time the Corporation may create an irrevocable or revocable Trust, to hold funds to be used in payment of the obligations of Employers under the Plan. In the event of a Change in Control or prior thereto, the Employers shall fund such Trust in an amount equal to not less than the total value of the Participants' Accounts under the Plan as of the Determination Date immediately preceding the Change in Control, provided that any funds contained therein shall remain liable for the claims of the general creditors of the respective Employers. Pursuant to this
Section 11.2 the Corporation may, without further reference to or action by any Employee, Participant, or any Beneficiary from time to time enter into such further agreements with a trustee or other parties, and make such amendments to said trust agreement or such further agreements, as the Corporation may deem necessary or desirable to carry out the Plan; from time to time designate successor trustees of such a Trust; and from time to time take such other steps and execute such other instruments as the Corporation may deem necessary or desirable to carry the out the Plan. The Committee shall advise the trustee of any such Trust in writing with respect to all Deferral Benefits which become payable under the terms of the Plan and shall direct the trustee to pay such Deferral Benefits from the respective Participants' Accounts, and the Committee shall have authority to otherwise deal with and direct the trustee of such a Trust in matters pertinent to the Plan. It is intended that any Trust created hereunder is to be treated as a "grantor" trust under the Code, and the establishment of such a Trust is not intended to cause a Participant to realize current income on amounts contributed thereto, such a Trust is not intended to cause the Plan to be "funded" under ERISA and the Code, and any such Trust shall be so interpreted.

No right or interest under the Plan of a Participant or his or her Beneficiary (or any person claiming through or under any of them), shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of any such Participant or Beneficiary. If any Participant or Beneficiary shall attempt to or shall transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his or her benefits hereunder or any part thereof, or if by reason of his or her bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him or her, then the Committee, in its discretion, may terminate such Participant's or Beneficiary's interest in any such benefit (including the Deferral Account) to the extent the Committee considers necessary or advisable to prevent or limit the effects of such occurrence. Termination shall be effected by filing a written instrument with the

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

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

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

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

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

ONEOK, Inc.

ONEOK, Inc.
EMPLOYEE NONQUALIFIED DEFERRED COMPENSATION PLAN

Except as otherwise specifically determined by the Committee, Eligible Employees who may participate in the Plan shall be designated in writing by the Chief Executive Officer, or his designee, each Plan Year during the period after November 1 and prior to the next January 1 ("Designation Period"), with such designation to indicate the Eligible Employees for the Fiscal Year next following such Designation Period who shall be each Employee who (i) had Base Salary on November 1 of that Plan Year, which places such Employee in the group of Employees consisting of the top two percent (2%) of the Employees when ranked on the basis of Base Salary, (ii) is designated on such November 1 to be at least within Pay Grade 12 or its deemed equivalent, as established by the Corporation, and (iii) is so designated by name in writing in an instrument signed by the Chief Executive Officer of the Corporation, or his designee. The Corporation's designation of Eligible Employees for a Plan Year shall be reported to and approved by the Board in accordance with its directions.

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

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

                           Minimum Percentage        Maximum Percentage
Type of Compensation       That Must Be Deferred     That May be Deferred
--------------------       ---------------------     --------------------
Base Salary                       2%                        *100%

Bonus (or the portion above      10%                        *100%
  a specified threshold)

A Participant may defer Compensation only in 1% increments of Base Salary and/or Bonus.

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

ONEOK, Inc.
EMPLOYEE NONQUALIFIED DEFERRED COMPENSATION PLAN

B. Long-Term Deferrals

The Investment Return Rate on a Participant's Long-Term Deferral shall be the rate determined pursuant to the following:

2. On and after July 1, 1999, a Participant may elect to have the Investment Return Rate on his or her Long-Term Deferral be an amount which is essentially equivalent to the amount of gains, losses and earnings that would result if the Participant's Deferred Compensation Account was at all times invested in the investment options available under the Thrift Plan which are to be designated under this Plan by the Participant.

A Participant electing a Long-Term Deferral Investment Return Rate under this paragraph 2 shall so designate such deemed investment of his/her Deferred Compensation Account in the manner and form, and at such times as prescribed by the Committee. A Participant shall be allowed to change such designation at least once each calendar quarter, or more frequently as determined by the Committee, in its sole discretion. Such Investment Return Rate shall be

determined and calculated in the manner determined by the Committee, in its sole discretion, and added to or deducted from the Participant's Deferred Compensation Account periodically, not less frequently than annually. Such Investment Return Rate shall be so credited to or deducted from a Participant's Deferred Compensation Account until all payments with respect thereto have been made to the Participant, or to the Participant's designated Beneficiary pursuant to the Plan. The Employer shall not be liable or otherwise responsible for any decrease in a Participant's Deferred Compensation Account because of the investment performance resulting from application of the foregoing provisions which make the Investment Return Rate on a Participant's Long-Term Deferrals under the Plan equivalent to the investment return that is realized by deemed investment of the Participant's Deferred Compensation Account in Thrift Plan investment options designated by the Participant.

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

3. On and after July 1, 1999, a Participant shall be entitled to elect to have either the Investment Return Rate described in paragraph B.1., above, or the Investment Return Rate described in paragraph B.2., above, credited to and deducted from his or her Long-Term Deferrals under the Plan. A Participant shall make an election of such Investment Return Rate at the time and in the manner prescribed by the Committee.

ONEOK, Inc.
EMPLOYEE NONQUALIFIED DEFERRED COMPENSATION PLAN

Adopted By Executive Compensation Committee October 21, 1999

Date: November 1, 1999

(1) The Deferral Account and Matching Account of each Participant shall be periodically credited and increased, or debited and reduced, as the case may be, by the amount of investment return specified under Section 5.3. of the Plan.

(2) Prior to January 1, 2001 and except as otherwise provided herein, the Deferral Account and Matching Account shall be credited and debited with investment return and losses, if any, not less frequently than on a monthly basis, at the beginning of each calendar month based on the average balance of the Participant's Deferral Account and Matching Account, respectively since the beginning of the next preceding calendar month, but after such Accounts have been adjusted for any deferrals, credits, debits, distributions and payments for such period. On and after January 1, 2001 and except as otherwise provided herein, the Deferral Account and Matching Account shall be credited and debited with investment return and losses, if any, not less frequently than on a monthly basis after such Accounts have been adjusted for any deferrals, credits, debits, distributions and payments.

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

(4) Prior to January 1, 2001, all of a Participant's deferrals of Base Salary in a calendar month shall be deemed to be made on the first day of such calendar month and will be credited and debited with investment return from that day. On and after January 1, 2001, all of a Participant's deferrals of Base Salary in a calendar month shall be deemed to be made as of the date it otherwise would have been paid to the Participant.

(5) A Participant deferral of Bonus will be credited and debited with investment return from the date of deferral.

(6) Until a Participant or his or her Beneficiary receives his or her entire account, the unpaid balance thereof shall be credited and debited with investment return as provided in Section 5.2. of the Plan.