ONEOK INC /NEW/ (Form: 10-K, Received: 02/25/2009 06:02:10)

ONEOK, INC.

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated December 18, 2008

ONEOK, INC.

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated December 18, 2008

Table of Contents

Page

PURPOSE		1
PART A.	EXCESS RETIREMENT BENEFITS	2
ARTICLE I. PURPOSE AND SCOPE OF PART A		3
1.1	Part A; Excess Retirement Benefits	3
1.2	Separate Benefits	3
1.3	Deferral of Compensation	3
ARTICLE II. ELIGIBILITY AND PARTICIPATION		3
2.1	Eligibility for Selection	3
2.2	Designation and Selection of Part A Participants in the Plan	3
2.3	Scope of Part A Participation	4
2.4	Election to Defer Compensation	4
ARTICLE III. EXCESS RETIREMENT BENEFIT		5
3.1	Excess Retirement Benefit	5
3.2	Payment of Excess Retirement Benefit	6
3.3	Specified Employee; Six (6) Month Required Delay in Payment	8
3.4	Vesting of Excess Retirement Benefit	8
3.5	Form of Payment	9
3.6	Disability	9
3.7	Death	9
3.8	Nonqualified Deferred Compensation Plan Requirements	9
ARTICLE IV. BENEFICIARY		10
ARTICLE V. LEAVE OF ABSENCE		10
ARTICLE VI. ADMINISTRATION OF PART A OF THIS PLAN		10
PART B.	SUPPLEMENTAL RETIREMENT BENEFITS	11
ARTICLE I. PURPOSE AND SCOPE OF PART B		12
1.1	Part B, Supplemental Retirement Benefits	12
1.2	Separate Benefits	12
1.3	Deferral of Compensation	12
ARTICLE II. BENEFIT ACCOUNTS		12
2.1	Eligibility for Selection	12

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2.2	Designation and Selection of Part B Participants in the Plan	12
2.3	Scope of Part B Participation	13
2.4	Election to Defer Compensation	13
ARTICLE III. SUPPLEMENTAL RETIREMENT BENEFIT		14
3.1	Supplemental Retirement Benefit	14
3.2	Payment of Supplemental Retirement Benefit	16
3.3	Specified Employee; Six (6) Month Required Delay in Payment	19
3.4	Vesting of Supplemental Retirement Benefit	19
3.5	Form of Payment	19
3.6	Disability	20
3.7	Death	20
3.8	Nonqualified Deferred Compensation Plan Requirements	20
ARTICLE IV. BENEFICIARY		20
ARTICLE V. SUPPLEMENTAL RETIREMENT BENEFIT ADJUSTMENTS		21
ARTICLE VI. LEAVE OF ABSENCE		21
ARTICLE VII. ADMINISTRATION OF PART B OF THE PLAN		21
PART C.	PLAN ADIMINSTRATION AND MISCELLANEOUS PROVISIONS	22
ARTICLE I. PURPOSE AND SCOPE OF PART C		23
ARTICLE II. DEFINITIONS AND CONSTRUCTION		23
2.1	Definitions	23
2.2	Construction	29
2.3	Plan Purpose	29
ARTICLE III. COMMITTEE		29
3.1	Appointment of Committee	29
3.2	Committee Officials	29
3.3	Committee Action	30
3.4	Committee Rules and Powers	30
3.5	Reliance on Certificates, etc.	30
3.6	Liability of Committee	30
3.7	Determination of Benefits	30
3.8	Information to Committee	31
ARTICLE IV. ADOPTION OF PLAN BY SUBSIDIARY, AFFILIATED OR ASSOCIATED COMPANIES		31
ARTICLE V. SOURCE OF BENEFITS		31
5.1	Benefits Payable	31

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5.2	Investments to Facilitate Payment of Benefits	31
5.3	Ownership of Insurance Contracts	31
5.4	Trust for Payment of Benefits	32
ARTICLE VI. TERMINATION OF EMPLOYMENT		32
ARTICLE VII. TERMINATION OF PARTICIPATION		33
ARTICLE VIII. TERMINATION, AMENDMENT, MODIFICATION, OR SUPPLEMENT OF THE PLAN		33
8.1	Amendment or Termination	33
8.2	Rights and Obligations Upon Amendment, Termination	34
ARTICLE IX. TREATMENT OF BENEFITS		34
ARTICLE X. RESTRICTIONS ON ALIENATION OF BENEFITS		35
ARTICLE XI. MISCELLANEOUS		35
11.1	Deferral of Compensation Requirements	35
11.2	Execution of Receipts and Releases	36
11.3	No Guarantee of Interests	36
11.4	Company Records	36
11.5	Evidence	36
11.6	Notice	36
11.7	Change of Address	37
11.8	Effect of Provisions	37
11.9	Headings	37
11.10	Governing Law	37
11.11	Effective Date	37
APPENDIX I		38

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ONEOK, INC.

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated December 18, 2008

PURPOSE

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

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

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

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

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PART A. EXCESS RETIREMENT BENEFITS

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ARTICLE I.

PURPOSE AND SCOPE OF PART A

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

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

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

ARTICLE II.

ELIGIBILITY AND PARTICIPATION

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

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

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

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

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

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

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

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

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

2.4 Election to Defer Compensation .

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

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

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

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

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

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

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

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

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

ARTICLE III.

EXCESS RETIREMENT BENEFIT

3.1 Excess Retirement Benefit .

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

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

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

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

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

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

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

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

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

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

3.2 Payment of Excess Retirement Benefit .

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

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

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

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

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

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

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

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

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control of the Participant (or Participant's beneficiary), the distribution or payment will be treated as made upon the date specified under the Plan if the distribution or payment is made during the first taxable year of the Participant in which the calculation of the amount of the distribution or payment is administratively practicable. For purposes of this section, the inability of a Corporation to calculate the amount or timing of a distribution or payment due to a failure of a Participant (or Participant's beneficiary) to provide reasonably available information necessary to make such calculation does not constitute an event beyond the control of the Participant.

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

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

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

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

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

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

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

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

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

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ARTICLE IV.

BENEFICIARY

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

ARTICLE V.

LEAVE OF ABSENCE

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

ARTICLE VI.

ADMINISTRATION OF PART A OF THE PLAN

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

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PART B. SUPPLEMENTAL RETIREMENT BENEFITS

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ARTICLE I.

PURPOSE AND SCOPE OF PART B

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

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

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

ARTICLE II.

ELIGIBILITY AND PARTICIPATION

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

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

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

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

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

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

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

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

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

2.4 Election to Defer Compensation

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

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

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

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

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

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

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

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

ARTICLE III.

SUPPLEMENTAL RETIREMENT BENEFIT

3.1 Supplemental Retirement Benefit .

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

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

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

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

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

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

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

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

Retirement Age	Benefit Factor Percentage
50 & under 51 52 53 54 55 56 57 58 59 60 61	50% 51% 52% 53% 54% 55% 56% 57% 58% 58.5% 59% 59.5%

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Retirement Age	Benefit Factor Percentage
62 63 64 65 & over	60% 60% 60% 60%

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

Years of Service	Service Factor Percentage
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 & over	5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100%

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

Part B Participant Age At Commencement	Early Commencement Reduced Payout Percentage Factor
Under 50 50 51	0 50% 55%

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Part B Participant Age At Commencement	Early Commencement Reduced Payout Percentage Factor
52 53 54 55 56 57 58 59 60 61 62 & over	60% 65% 70% 75% 80% 85% 90% 95% 97% 99% 100%

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

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

3.2 Payment of Supplemental Retirement Benefit .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV.

BENEFICIARY

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

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ARTICLE V.

SUPPLEMENTAL RETIREMENT BENEFIT ADJUSTMENTS

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

ARTICLE VI.

LEAVE OF ABSENCE

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

ARTICLE VII.

ADMINISTRATION OF PART B OF THE PLAN

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

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PART C.

PLAN ADMINISTRATION AND MISCELLANEOUS PROVISIONS

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ARTICLE I.

PURPOSE AND SCOPE OF PART C

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

ARTICLE II.

DEFINITIONS AND CONSTRUCTION

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

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

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

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

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

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

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

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

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

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

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

“Disabled” shall mean that a Participant is unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering Employees of the Company.

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

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

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

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

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

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

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

“Fixed Schedule” shall mean the distribution or payment of compensation deferred under the Plan in a fixed schedule of distributions or payments that are determined and fixed at the time the deferral of such Compensation is first elected by the Participant.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Specified Employee Identification Date” means December 31.

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

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

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

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

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

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

(ii) Except in the case of an election permitted under Section 409A and the Treasury Regulations §1.409A-3(a)(2) (payment on account of disability), § 1.409A-3(a)(3) (payment on account of death), or §1.409A-3(a)(6) (payment on account of the occurrence of an unforeseeable emergency), the payment with respect to which such Subsequent Election shall be deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid (or in the case of a life annuity or installment payments treated as a single payment, five (5) years from the date the first amount was scheduled to be paid); and

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

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

"Subsequent Election Specified Time" shall mean a specified fixed date in a calendar year that must be specified in writing by the Participant in a Subsequent Election that is not less than five (5) years from the date payment would otherwise have been made to the Participant. The written specification of the then applicable Specified Time or Subsequent Election Specified Time shall in all cases specify and fix a Subsequent Election Specified Time that is not less than five (5) years from the then applicable Specified Time or Subsequent Election Specified Time, as the case may be, that has been elected and is in effect under the Plan.

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

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“Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary circumstances arising as a result of events beyond the control of the Participant, and it is intended and directed with respect to any such Unforeseeable Emergency that any amounts distributed under the Plan by reason thereof shall not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship.

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

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

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

ARTICLE III.

COMMITTEE

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

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

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

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

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

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

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

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

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

ARTICLE IV.

ADOPTION OF PLAN BY SUBSIDIARY,

AFFILIATED OR ASSOCIATED COMPANIES

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

ARTICLE V.

SOURCE OF BENEFITS

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

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

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

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

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

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

c) Upon a Change in Ownership or Control.

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

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

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

ARTICLE VI.

TERMINATION OF EMPLOYMENT

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

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

ARTICLE VII.

TERMINATION OF PARTICIPATION

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

ARTICLE VIII.

TERMINATION, AMENDMENT, MODIFICATION,

OR SUPPLEMENT OF THE PLAN

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

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

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

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

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

ARTICLE IX.

TREATMENT OF BENEFITS

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

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

ARTICLE X.

RESTRICTIONS ON ALIENATION OF BENEFITS

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

ARTICLE XI.

MISCELLANEOUS

11.1 Deferral of Compensation Requirements . The following requirements stated in this Section 11.1 shall apply to the Plan, to all Elections or Subsequent Elections made by Participants under the Plan, and to all distributions and payments made pursuant to the Plan.

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

(i) Separation from Service of the Participant,

(ii) the date the Participant becomes Disabled,

(iii) death of the Participant,

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

(v) a Change in Ownership or Control, or

(vi) the occurrence of an Unforeseeable Emergency.

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

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

If the Plan, or the Committee acting pursuant to the Plan, permits under any Subsequent Election by a Participant a delay in a payment or a change in the form of payment of Compensation deferred under the Plan, such Subsequent Election shall not take effect until at least twelve (12) months after the date on which it is made. In the case of a Subsequent Election related to a payment to be made upon Separation from Service of a Participant, at a Specified Time or pursuant to a Fixed Schedule, or upon a Change in Ownership or Control, the first payment with respect to which such Subsequent Election is made shall be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and any such Subsequent Election related to a payment at a Specified Time or pursuant to a Fixed Schedule may not be made less than twelve (12) months prior to the date of the first scheduled payment to which it relates.

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

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

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

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

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

100 West Fifth Street

Tulsa, Oklahoma 74103

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

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

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

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

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

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

ONEOK, Inc.

By:

____________________

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APPENDIX I

ONEOK, Inc. 2005 Supplemental Executive Retirement Plan

DESIGNATION AND ELECTION OF AND FOR PARTICIPANT AND PARTICIPATION AGREEMENT

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

PARTICIPANT INFORMATION

Name: ___________________ Employee No._______________________

SERP Part A & B Participant Commencement Date ____________________

Marital Status at Part A & B Participant Commencement Date _________________

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

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

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

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

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

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

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

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

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

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

Date: ______________________ ____________________________

John W. Gibson

Chief Executive Officer

ONEOK, Inc.

PART II - ELECTION AND PARTICIPATION AGREEMENT

SECTION 1: BACKGROUND AND INSTRUCTIONS

Time of Payment of SERP Benefit

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

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

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

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

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

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

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

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

Subsequent Election

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

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

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

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

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

Form of Payment of SERP Benefit

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

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

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

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

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

( Initial and date one space)

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

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

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

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

Employee’s Signature__________________________ Date_________________

Witness _____________________________________ Date_________________

SECTION 3: ONEOK USE ONLY

Received By___________________________ Date__________________

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ONEOK, INC.

EQUITY COMPENSATION PLAN

Amended and Restated December 18, 2008

General

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

1.2 Duration of Plan . The date of adoption and term of the Plan are as follows:

(a) The Plan was initially adopted and effective on February 17, 2005, the date of its first adoption and approval by the Board of Directors, such adoption of the Plan having been approved by the shareholders of the Company within one (1) year of that date, on May 19, 2005. The term of the Plan as so initially adopted and approved was until a termination date of February 17, 2015, or until sooner terminated by the Board of Directors.

(b) The Plan, as amended and restated in and by this instrument, is effective on an Effective Date of February 21, 2008, the date of its adoption and approval by the Board of Directors, provided that the shareholders of the Company thereafter approve it within one (1) year of that date. If the Plan, as so amended and restated, is so approved by the shareholders of the Company, it shall have an extended term and shall terminate on a termination date of February 21, 2018, or until sooner terminated by the Board of Directors.

(c) If the Plan, as so amended and restated in and by this instrument, is not so approved by the shareholders of the Company, the amendments thereto and this instrument shall not become effective and shall be of no force and effect, and the Plan shall remain in effect in accordance with its written terms and provisions as initially adopted and approved.

(d) The Plan shall remain in effect until its termination date, or until the Plan is sooner terminated by the Board of Directors, and upon its termination shall continue to be administered thereafter with respect to any Stock Incentive granted prior to the date of such termination.

(e) In no event shall a Stock Incentive be granted under the Plan more than ten (10) years from February 21, 2008, the date the Plan, as amended and restated in and by this instrument, is adopted.

1.3 The Company intends that Stock Incentives and Awards granted pursuant to the Plan be exempt from or comply with Section 409A and Treasury Regulations thereunder and the Plan shall be so construed.

1.4 Amended and Restated Plan Document . The Plan is amended and restated in the form of this instrument effective December 18, 2008.

2.	Definitions

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

2.1 “Award” means an award of a Stock Incentive that is made under the Plan.

2.2 “Award Agreement” means a written instrument that is an agreement that evidences an Award and terms and provisions of a Stock Incentive granted under the Plan, pursuant to Section 15.4 or other provisions of the Plan.

2.3 “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.

2.4 “Board” or a “Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

2.5 A “Change in Control” shall mean the occurrence of any of the following:

(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 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);

(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 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

(1) 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 (i) the Surviving Company, if there is no Parent Company, or (ii) 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 (i) the Surviving Company if there is no Parent Company, or (ii) if there is one or more Parent Companies, the ultimate Parent Company.

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

(3) 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 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.

Notwithstanding anything in this Plan to the contrary, if an eligible Employee’s employment is terminated by the Company without Just Cause prior to the date of a Change in Control but the eligible Employee reasonably demonstrates that the termination (1) 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 (2) 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.

Notwithstanding the foregoing, the Committee may from time to time provide in the written terms and provisions of a Stock Incentive instrument, Award or Award Agreement that a different definition of the terms Change in Ownership or Control shall apply and determine the time of settlement, distribution and payment of an Award for purposes of Section 409A and any deferral of compensation subject to the requirements of Section 409A under the Plan.

2.6 “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.

2.7 “Committee” means the Committee appointed by the Board of Directors to administer the Plan pursuant to the provisions of section 14.1 below.

2.8 “Common Stock” means common stock, $0.01 par value, of the Company.

2.9 “Company” means ONEOK, Inc., an Oklahoma corporation, its successors and assigns, or any division or Subsidiary thereof.

2.10 “Deferred Compensation Program” means a program established by the Committee providing for the deferral of compensation with respect to Awards pursuant to sections 10 and 11.

2.11 “Director Fees” means all compensation and fees paid to a Non-Employee Director by the Company for his or her services as a member of the Board of Directors.

2.12 “Director Stock Award” means an award of ONEOK, Inc. Common Stock granted to a Non-Employee Director.

2.13 “Effective Date” means February 21, 2008, the date the Plan, as now amended and restated in and by this instrument, was adopted, as described in Section 1.2, above.

2.14 “Employee” means an employee of the Company, including an officer or director who is such an employee.

2.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.16 “Fair Market Value” on a particular date means the average of the high and low sale prices of a share of Common Stock in consolidated trading on the date in question as reported by The Wall Street Journal or another reputable source designated by the Committee; provided that if there were no sales on such date reported as provided above, the respective prices on the most recent prior day for which a sale was so reported. In the case of an Incentive Stock Option, if the foregoing method of determining Fair Market Value should be inconsistent with section 422 of the Code, or in the case of any other type of Stock Incentive the foregoing method is determined by the Committee, in its discretion, to not be applicable, a “Fair Market Value” shall be determined by the Committee in a manner consistent with such section of the Code, or in such other manner as the Committee, in its discretion, determines to be appropriate, and shall mean the value as so determined.

Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value of a share of Stock on the basis of the opening, closing, or average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale price of a share of Stock received by a Participant, any other reasonable basis using actual transactions in the Stock as reported on a national or regional securities exchange or market

system and consistently applied, or on any other basis consistent with the requirements of Section 409A. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan to the extent consistent with the requirements of Section 409A.

2.17 “General Counsel” means the General Counsel of the Company serving from time to time.

2.18 “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.

2.19 “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 Company (or a division or Subsidiary); any violation by the Employee of any covenant not to compete with the Company (or a division or Subsidiary); any act of dishonesty by the Employee which adversely affects the business of the Company (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 Company (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 Company (or a division or Subsidiary); or the Employee’s failure or refusal to perform the specific directives of the Company’s Board of Directors, or its officers which directives are consistent with the scope and nature of the Employee’s duties and responsibilities with the existence and occurrence of all of such causes to be determined by the 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 Employee’s employment at any time without cause.

2.20 “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.

2.21 “Non-Qualified Performance Stock Incentive” means a Performance Stock Incentive granted under the Plan that is not intended to qualify as qualified performance based compensation under Section 162(m) of the Code, as described in Section 15.9.

2.22 “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.

2.23 “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.

2.24 “Participant” means 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, or Non-Employee Director, who is

selected by the Committee to be a Participant in the Plan and to be granted a Stock Incentive under the Plan.

2.25 “Performance Goal” means one or more criteria or standards established by the Committee to determine, in whole or in part, whether a Performance Stock Incentive shall be awarded or earned, which may include the criteria and standards established pursuant to Section 13.9.

2.26 “Performance Period” means the time period designated by the Committee during which Performance Goals must be met.

2.27 “Performance Stock Award” means a Stock Incentive providing for a grant of shares of Common Stock the award or delivery of which is subject to specified Performance Goals.

2.28 “Performance Stock Incentive” means a Stock Incentive, including without limitation, a Performance Stock Award, Performance Unit Award, Restricted Stock Award, or Restricted Unit Award providing for the award, delivery or payment of shares of Common Stock or cash, or a combination of each, that is subject to specified Performance Goals.

2.29 “Performance Unit Award” means a Stock Incentive providing for a grant of a unit or units representing an amount of cash or shares of Common Stock (including a Stock Unit as defined in Section 2.45), or a combination of each, that will be distributed in the future if continued employment and/or other specified Performance Goals or other performance criteria specified by the Committee are attained; and which Performance Goals or other performance criteria may include, without limitation, corporate, divisional or business unit financial or operating performance measures, as more particularly described in Section 15.9; and which other contingencies may include the Participant’s depositing with the Company, acquiring or retaining for stipulated time periods specified amounts of Common Stock; and the amount of Stock Incentive may, but need not be determined by reference to the market value of Common Stock.

2.30 “Plan” means the ONEOK, Inc. Equity Compensation Plan set forth in these pages, as amended from time to time.

2.31 “Plan Year” means the calendar year beginning on January 1 and ending the next December 31.

2.32 “Qualified Performance Stock Incentive” means a Performance Stock Incentive granted under the Plan that is intended to qualify as qualified performance based compensation under Section 162(m) of the Code, as described in Section 15.9.

2.33 “Restricted Stock Award” means shares of Common Stock which are issued or transferred to a Participant under Section 6, below, and which will become free of restrictions specified by the Committee if continued employment and/or Performance Goals or other performance criteria specified by the Committee are attained; and which Performance Goals or other criteria, circumstances or conditions arise, exist or are satisfied; and which may but need not include, without limitation, corporate, divisional or business unit financial or operating performance measures, as more particularly described in Section 15.9

2.34 “Restricted Unit Award” means a Stock Incentive providing for a grant of a unit or units representing an amount of cash or shares of Common Stock or a combination of each, which become free of restrictions specified by the Committee if continued employment and/or Performance Goals or other criteria, circumstances or conditions arise, exist or are attained; and which may but need not include, without limitation, corporate, divisional or business unit financial or operating performance measures, as more particularly described in Section 13.9.

2.35 “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.

2.36 “Secretary” means the Secretary of the Company.

2.37 “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.

2.38 “Section 409A” means Section 409A of the Code, and unless otherwise expressly indicated herein, all Treasury Regulations issued under Section 409A of the Code.

2.39 “Section 409A Deferred Compensation” means compensation provided pursuant to the Plan that constitutes deferred compensation subject to and not exempted from the requirements of Section 409A.

2.40 “Share” or “shares” means a share or shares of Common Stock, par value $.01 per share of the Company.

2.41 “Stock” means Common Stock of the Company.

2.42 “Stock Appreciation Right” means a right granted to a Participant denominated in shares of Common Stock, to receive, upon exercise of the right (or both the right and a related Option, if applicable in the case of issuance in tandem with an Option), an amount, payable in shares of Common Stock, in cash, or a combination thereof that does not exceed the excess of the Fair Market Value of the share or shares of Common Stock on the date such right is exercised over the base price of such share or shares provided in and for such right on the date such right is granted, as determined by the Committee.

2.43 “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. Unless otherwise determined by the Committee, the amount of the award shall be determined by reference to the Fair Market Value of Common Stock. Performance Stock Awards, Performance Unit Awards, Restricted Stock Awards and Restricted Unit Awards are specific types of Stock Bonus Awards.

2.44 “Stock Incentive” means rights and incentive compensation granted under this Plan in one of the forms referred to and provided for in Section 3.

2.45 “Stock Unit” means a unit evidencing the right to receive under certain conditions or in specified circumstances one (1) share of Common Stock or equivalent value, as determined by the Committee.

2.46 “Subsidiary” means a corporation or other form of business association of which shares (or other ownership interest) having more than fifty percent (50%) 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.

2.47 “Time-Lapse Restricted Stock Incentive” means a Restricted Stock Award, Restricted Unit Award, or any other Stock Incentive the award of which is based solely on continued employment with the Company for a specified period of time.

3.	Grants of Stock Incentives

3.1 Stock Incentives to Employees/Participants . Subject to the provisions of the Plan, the Committee may at any time, or from time to time, grant Stock Incentives to one or more Employees that the Committee selects to be a Participant in the Plan, which may be (i) Stock Bonus Awards, which may, but need not be Performance Stock Awards, Performance Unit Awards or Restricted Stock Awards, Restricted Unit Awards and/or (ii) Options, which may be Incentive Stock Options or Non-Statutory Stock Options, and/or (iii) Stock Appreciation Rights.

3.2 Non-Employee Director Awards . Subject to the provisions of the Plan, the Committee shall grant Director Stock Awards to Non-Employee Directors in accordance with Section 9 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.

3.3 Modifications . After a Stock Incentive has been granted,

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

(b) 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;

(c) provided, that modification of any Option granted under the Plan shall be subject to the prohibition of repricing of Options stated in Section 7.9; and

(d) the modification of any Option or other Stock Incentive that provides for, or in order to provide for, deferral of compensation subject to Section 409A must meet all requirements under Section 409A and Treasury Regulations, including requirements

applicable to Subsequent Elections and the requirement that acceleration of payment of deferred compensation shall not be permissible.

3.4 Forms of Stock Incentives . A particular form of Stock Incentive may be granted to a Participant either alone or in addition to other Stock Incentives hereunder. The provisions of particular forms of Stock Incentives need not be the same for each Participant.

4.	Stock Subject to the Plan

4.1 Shares Authorized . The maximum number of shares of Common Stock authorized to be issued or transferred pursuant to all Stock Incentives granted under the Plan shall be five million (5,000,000) shares, subject to the provisions governing restoration of shares stated below in Section 4.4 and the provisions for adjustment in Section 13. The maximum number of five million (5,000,000) shares authorized consists of the three million (3,000,000) shares authorized to be issued or transferred on and after the date of initial adoption of the Plan on February 17, 2005, as approved by shareholders of the Company on May 19, 2005, and an additional two million (2,000,000) shares authorized to be issued and transferred by amendment of the Plan and this Section 4.1, adopted and approved by the Board of Directors on February 21, 2008, and approved by shareholders of the Company on May 15, 2008.

4.2 Grant, Award Limitations . Notwithstanding the foregoing, in addition to the overall maximum limitation in Section 4.1,

(a) The maximum number of shares of Common Stock with respect to which Options or Stock Appreciation Rights may be granted or issued to any one (1) Employee or Participant in any Plan Year is five hundred thousand (500,000);

(b) The maximum number of shares of Common Stock with respect to which Stock Incentives other than Options or Stock Appreciation Rights may be granted or issued to any one (1) Employee or Participant in any Plan Year is five hundred thousand (500,000);

(c) The maximum aggregate number of shares of Common Stock and the maximum dollar amount that may be issued or paid as Performance Stock Incentives to any one (1) Employee or Participant in any Plan Year are five hundred thousand (500,000) shares of Common Stock, and Ten Million Dollars ($10,000,000), respectively;

(d) The maximum aggregate number shares of Common Stock that may be issued under the Plan through the granting of Time-Lapse Restricted Stock Incentives is two million (2,000,000);

(e) The maximum aggregate number of shares of Common Stock that may be issued under the Plan through the granting of Incentive Stock Options is one million seven hundred thousand (1,700,000); and

(f) The exercise of Incentive Stock Options is also subject to the calendar year dollar limitation provided in Section 422(d) of the Code and Section 7.6.

4.3 Source of Shares . 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 Section 15.5, 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 Section 15.5, 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.

4.4 Restoration and Retention of Shares . 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 limitation provided for in Section 4.1 and may be used thereafter for additional Stock Incentives under the Plan; to the extent a Stock Incentive under the Plan is settled or paid in cash, shares subject to such Stock Incentive will not be considered to have been issued and will not be applied against the maximum number of shares of Common Stock provided for in Section 4.1. If a Stock Incentive may be settled in shares of Common Stock or cash, such shares shall be deemed issued only when and to the extent that settlement or payment is actually made in shares of Common Stock; to the extent a Stock Incentive is settled or paid in cash, and not shares of Common Stock, any shares previously reserved for issuance or transfer pursuant to such Stock Incentive will again be deemed available for issuance or transfer under the Plan; and the maximum number of shares of Common Stock that may be issued or transferred under the Plan shall be reduced only by the number of shares actually issued and transferred to the Participant. If a Participant pays the purchase price of shares subject to an Option or applicable taxes by surrendering shares of Common Stock in accordance with the provisions of 7.2, 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 Section 4.1 shall have been charged only for the net number of shares issued or transferred pursuant to the Option exercise.

5.	Eligibility

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 shall be eligible and may be designated by the Committee to participate in the Plan and be granted Stock Incentives as determined by the Committee, in its sole discretion, under the Plan. Subject to the provisions of the Plan, the Committee shall from time to time, in its sole discretion, select from such eligible Employees those to whom Stock Incentives shall be granted and determine the number of Shares to be granted and the form and terms of the such Stock Incentives. Non-Employee Directors shall be eligible to be granted

Stock Incentives and to become Participants in the Plan to the extent provided in Sections 3.2 and 9 of the Plan.

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

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

6.1 Grants . An eligible Employee may be granted a Stock Bonus Award, Performance Stock Award, Performance Unit Award, Restricted Stock Award, or Restricted Unit 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.

6.2 Issuance of Shares . Shares of Common Stock subject to a Stock Bonus Award, Performance Stock Award, Performance Unit Award, Restricted Stock Award or Restricted Unit 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 13) if such shares had been issued or transferred to such Participant at the time such Award was granted.

6.3 Cash Settlement . Any Stock Bonus Award, Performance Stock Award, Performance Unit Award, Restricted Stock Award, or Restricted Unit Award may, in the discretion of the Committee, be settled or paid in cash, or shares of Common Stock, or in either cash or shares of Common Stock. If a Stock Incentive is settled or paid in cash, such settlement and/or payment shall be made 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. Shares of Common Stock shall be deemed to be issued only when and to the extent that a Stock Bonus Award, Performance Stock Award, Performance Unit Award, Restricted Stock Award, Restricted Unit Award or other Stock Incentive under the Plan is actually settled or paid in shares of Common Stock; and to the extent a Stock Incentive is settled or paid in cash, and not shares of Common Stock, any shares previously reserved for issuance or transfer pursuant to such Stock Incentive will again be deemed available for issuance or transfer under the Plan.

6.4 Terms of Awards . Stock Bonus Awards, Performance Stock Awards, Performance Unit Awards, Restricted Stock Awards and Restricted Unit 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 Stock Award, a Performance Unit Award, a Restricted Stock Award or a Restricted Unit Award.

6.5 Distribution, Payment and Transfer . The terms of each Stock Incentive and Award under the Plan shall provide that distribution, payment and transfer of Common Stock, cash or any other compensation shall not be subject to any feature or provision that would constitute a deferral of compensation, and transfer to the Participant shall be made so that the Participant actually receives such payment and transfer on or as soon as reasonably practicable after the end of the period during which such Stock Incentive or Award is subject to a substantial risk of forfeiture, and in no event later than a date within the same taxable year of the Participant in which such period ends, or, if later, by the 15 th day of the third calendar month following the date specified for payment under the Award and the Plan, and with respect to which the Participant shall not be permitted, directly or indirectly, to designate the taxable year of payment. Provided, that distribution, payment and transfer under an Award with a feature or provision that constitutes a deferral of compensation may be made under and pursuant to a Deferred Compensation Program, if established by the Committee pursuant to Section 10, at a specified time that is elected and provided for therein and subject to the provisions of such Award, and the terms and requirements of such Program and Section 409A, as provided for in Sections 10 and 11.

6.6 Loans Prohibited . The Committee shall not, without prior approval of the Company’s shareholders, grant any Stock Incentive that provides for the making of a loan or other extension of credit, directly or indirectly, by the Company or Plan to an Employee, Participant, officer of the Company or any other person in connection with the grant, award or payment of such Stock Incentive.

6.7 Written Instrument . Each Stock Bonus Award, Performance Stock Award, Performance Unit Award, Restricted Stock Award and Restricted Unit Award shall be evidenced in writing as authorized and provided for in Section 15.4.

6.8 Director Awards . Director Stock Awards shall be granted as determined by the Committee in accordance with the provisions of Section 9, and as otherwise provided by this Plan.

Options

Options shall be subject to the following provisions:

7.1 Option Price . Subject to the provisions of Section 12, the purchase price per share shall be, in the case of an Incentive Stock Option, a Non-Statutory Stock Option, or any other Option granted under the Plan, not less than one hundred percent (100%) of the Fair

Market Value of a share of Common Stock on the date the Option is granted (or in the case of any optionee who, at the time an Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) 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 one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the date the Incentive Stock Option is granted).

7.2 Payment of Option Price . 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 section 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. Notwithstanding any other provision of the Plan, the Committee shall not, without prior approval of the Company’s shareholders, grant an Option or any other Stock Incentive that provides for the making of a loan or other extension of credit, directly or indirectly, by the Company or Plan to an Employee, Participant, officer of the Company, or any other person in connection with the grant, exercise, payment or award of any such Option or other Stock Incentive.

7.3 Option Terms . 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, including the agreement of the optionee to remain in the employ of the Company or one or more of its Subsidiaries at the pleasure of the Company for such period, and on such terms, as are more particularly provided for therein. 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 7, 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.

7.4 Exercise by Optionee . 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 of the optionee 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 descent and distribution; provided, that an Option that is made transferable by its terms and approved by the

Committee pursuant to Section 14.1 shall be exercisable by a permissible transferee in accordance with the terms of the Option. 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 expiration of ten (10) years from 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 ten percent (10%) 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 (10) years, the Committee may, at any time prior to the expiration of the Option, extend its term for a period ending not later than the expiration of ten (10) years from 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). Unless otherwise specifically provided for under Section 10 and subject to the requirements of Section 11, an Option shall not provide for the deferral of compensation to a Participant.

7.5 Exercise of Option . An Option shall be considered exercised if and when written notice, signed by the person exercising the Option, or an electronic communication if such communication is authorized and approved by the Committee in the terms of the Option, and stating the number of shares with respect to which the Option is being exercised, is received by the Secretary in or on a form approved for such purpose by the Committee, accompanied by full payment of the Option exercise price in one or more forms of payment authorized by the Committee described in Section 7.2, for the number of share purchased. No Option may at any time be exercised with respect to a fractional share.

7.6 Incentive Stock Option s . 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 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 One Hundred Thousand Dollars ($100,000) or such other amount, if any, as may apply under the Code. In no event shall an Incentive Stock Option be granted under the Plan more than ten (10) years from and after the date the Plan is adopted, or the date the Plan is approved by the shareholders of the Company, whichever is earlier.

7.7 Written Instrument . Each Option shall be evidenced in writing as authorized and provided for in Section 15.4. 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.

7.8 Restored or Reload Options Prohibited . Notwithstanding any other provision of the Plan, the Committee shall not, without prior approval of Company’s shareholders, grant an

Incentive Stock Option, Non-Statutory Option or other form of Option under this Plan containing any provision pursuant to which the optionee is to be granted a restored or reload Option of any kind by reason of the exercise of all or part of an Option by paying all or part of the exercise price of such Option by surrendering shares of Common Stock.

7.9 Repricing Prohibited . Notwithstanding any other provision of the Plan, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Stock Incentives may not be amended to reduce the exercise price of outstanding Options or cancel outstanding Options in exchange for cash, other Stock Incentives or Options with an exercise price that is less than the exercise price of the original Options without Company shareholder approval.

7.10 Regulatory Compliance . 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.

8.	Stock Appreciation Rights

8.1 General . Subject to the terms of the Plan, Stock Appreciation Rights may be granted to Employees by the Committee upon such terms and conditions as the Committee determines; provided, that the base price per share of a freestanding Stock Appreciation Right shall be not less than one hundred percent (100%) of the Fair Market Value of a share of the Common Stock on the date of grant of a Stock Appreciation Right; and such Stock Appreciation Right shall be exercisable, or be forfeited or expire upon such terms as the Committee determines and are made a part of such Stock Appreciation Right.

8.2 Stock Appreciation Rights, Options . Stock Appreciation Rights may be granted by the Committee as freestanding Stock Incentives or in tandem with Options. A tandem Stock Appreciation Right may be included in an Option at the time the Option is granted or by amendment of the Option. Exercise of any such a tandem Stock Appreciation Right will be deemed to surrender the related Option for cancellation and vice versa.

8.3 Exercise . A Stock Appreciation Right shall be exercised by delivery of written notice (including facsimile or electronic transmittal) to the Committee setting forth the number of shares with respect to which the Stock Appreciation Right is exercised and date of exercise, at such time and as otherwise prescribed in the Stock Appreciation Right.

8.4 Settlement . A Stock Appreciation Right may be settled or paid in either cash, shares of Common Stock, or a combination thereof in accordance with its terms. If a Stock Appreciation Right is settled or paid in shares of Common Stock, such shares shall be deemed to be issued hereunder only when and to the extent that settlement or payment is actually made in shares of Common Stock. To the extent that a Stock Appreciation Right is actually settled in cash and not shares of Common Stock, any shares previously reserved for issuance or transfer pursuant to such Stock Appreciation Right shall again be deemed available for issuance or

transfer under the Plan; and the maximum number of shares of Common Stock that may be issued under the Plan shall not be reduced by any actual settlement of a Stock Appreciation Right in cash. Unless otherwise specifically provided for under Section 10 and subject to the requirements of Section 11, a Stock Appreciation Right shall not provide for the deferral of compensation to a Participant.

8.5 Written Instrument . Each Stock Appreciation Right granted shall be evidenced in writing as authorized and provided in Section 15.4.

8.6 Repricing Prohibited . Notwithstanding any other provision of the Plan, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Stock Incentives may not be amended to reduce the exercise price of outstanding Stock Appreciation Rights or cancel outstanding Stock Appreciation Rights in exchange for cash, other Stock Incentives or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Stock Appreciation Rights without Company shareholder approval.

9.	Director Stock Awards

9.1 General . Each Non-Employee Director Participant shall receive such portion of his or her 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 Section 9.2.

9.2 Non-Employee Director Election . Each Non-Employee Director Participant shall have an opportunity to elect to have the remaining portion of his or her 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, 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 Section 9.2 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 Section 9.1 are fixed in advance by the relevant terms and provisions thereof.

9.3 Share Awards . The number of shares of Common Stock to be paid and distributed to a Non-Employee Director under the provisions of Sections 9.1 and 9.2, shall be determined by dividing the dollar amount of his or her 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 or her in cash.

10.	Deferred Compensation Program

10.1 Establishment of Deferred Compensation Program . This Section 10 shall not be effective unless and until the Committee determines to establish a program or procedures under the Plan providing for deferral of compensation with respect to Awards (“Deferred Compensation Program”) pursuant to this Section. The Committee, in its discretion and upon such terms and conditions as it may determine, pursuant to Sections 6.2, 6.4, 7.3, 8.1 and 14.2 herein, and consistent with the requirements of Section 409A, may establish one or more Deferred Compensation Programs pursuant to the Plan under which:

(a) Deferred Compensation . Participants designated by the Committee may irrevocably elect, prior to a date specified by the Committee and subject to compliance with the requirements of Section 409A, to be granted an Award that provides for the deferral of compensation of Stock Units with respect to such number of shares of Common Stock and/or upon such other terms and conditions as established by the Committee in lieu of:

(1) shares of Common Stock otherwise issuable to a Participant upon the exercise of an Option;

(2) shares of Common Stock or cash otherwise issuable to a Participant upon the exercise of a Stock Appreciation Right;

(3) shares of Common Stock or cash otherwise issuable to a Participant upon the settlement and date of distribution, payment and transfer of a Restricted Unit Award;

(4) shares of Common Stock or cash otherwise issuable to a Participant upon the settlement, distribution, payment and transfer of a Performance Unit Award; or

(5) shares of Common Stock or cash otherwise issuable to a Participant upon the settlement, distribution, payment and transfer of any other form of Stock Incentive and Award that may otherwise be granted under the Plan.

(b) Award Deferral Feature. The providing for the deferral of compensation under a Stock Incentive or Award, upon the granting of such Stock Incentive or Award, or by amendment or change of its terms, is intended to and shall only affect the time of distribution, payment and transfer of the Award, consistent with the nature of the Award as authorized by the Plan, and shall in no event expand the types of Awards available under the Plan, increase the number of Shares available under the Plan, expand the classes of persons eligible under the Plan, provide for any extension of the term of the Plan, change the method of determining a strike price of Options granted under the Plan, or provide for the deletion or any limitation of any provision of the Plan or the Award

prohibiting re-pricing, and shall not increase the potential dilution of shareholders of the Company over the lifetime of the Plan.

(c) Section 409A Compliance. The provisions of the Plan and any amendment of the Plan with respect to the deferral of compensation or a deferred compensation feature under a Stock Incentive or Award are intended to satisfy the requirements of Section 409A. It is intended that any and all amendments of the Plan and any Awards to satisfy the requirements of Section 409A shall not to be made in any manner so as to expand the types of Stock Incentives or Awards available under the Plan, and the Plan and all Awards shall be interpreted and applied in a manner consistent with such intent.

10.2 Terms and Conditions of Stock Incentives, Awards . Stock Incentives or Awards granted under the Plan that pursuant to this Section 10 provide for deferral of compensation, shall be evidenced by Award Agreements applicable to such Stock Incentives or Awards and other written instruments in such form as the Committee shall from time to time establish. Award Agreements and other written instruments evidencing such Award Agreements may incorporate all or any of the terms of the Plan by reference and, except as provided below, shall comply with and be subject to the terms and conditions of Section 11.

(a) Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Stock Units until the date of the issuance of such shares of Common Stock. A Participant may be entitled to dividend equivalent rights with respect to the payment of cash dividends on Common Stock during the period beginning on the date the Stock Units are granted to the Participant and ending on the earlier of the date on which such Stock Units are settled, as provided for by the Award Agreement and determined by the Committee, subject to the terms and conditions of Section 11.

(b) Settlement, Payment and Transfer. A Participant electing to receive an Award of Stock Units pursuant to this Section 10 shall specify at the time of such election a settlement, distribution, payment and transfer date with respect to such Award in compliance with the requirements of Section 409A. The Company shall issue to the Participant on the specified payment date elected by the Participant, or established with respect to the Award, or as soon thereafter as practicable, a number of whole shares of Stock equal to the number of vested Stock Units subject to the Stock Unit Award. Such shares of Stock shall be fully vested, and the Participant shall not be required to pay any additional consideration (other than applicable tax withholding) to acquire such shares.

11.	Compliance With Section 409A

11.1 Awards Subject to Section 409A . The provisions of this Section 11 shall apply to any Stock Incentive or Award or portion thereof that provides for the deferral of compensation and is or becomes subject to Section 409A, notwithstanding any provision to the contrary contained in the Plan or the Award Agreement or other written instrument applicable to such Award. Awards subject to Section 409A include, without limitation:

(a) Any Nonstatutory Stock Option or Stock Appreciation Right that permits the deferral of compensation other than the deferral of recognition of income until the exercise of the Award;

(b) Each Stock Incentive or Award that provides for the deferral of compensation; and

(c) Any Restricted Stock Unit Award, Performance Award, cash-based Award or Other Stock-based Award if such Award provides for the deferral of compensation and either (i) the Award provides by its terms for settlement, distribution, payment and transfer of all or any portion of the Award on one or more specified dates or (ii) the Committee permits or requires the Participant to elect, or the Committee designates one or more dates on which the Award will be settled, distributed, paid and transferred.

11.2 Deferral and/or Distribution Elections . Except as otherwise permitted or required by Section 409A and Treasury Regulations thereunder or other applicable Secretary of the Treasury published guidance, the following rules shall apply to any deferral of compensation and/or distribution elections (each, an “ Election ”) that may be permitted, required or designated by the Committee pursuant to an Award subject to Section 409A:

(a) All Elections must be in writing and specify the amount of the distribution, payment and transfer in settlement of an Award being deferred, as well as the Specific Time and form of distribution as permitted by this Plan, in accordance with Section 409A and the Treasury Regulations thereunder.

(b) All Elections shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award may be granted to such Participant; provided, however, that:

(1) if the Award provides for forfeitable rights under which the Participant has a legally binding right to a distribution, payment or transfer in a subsequent year that is subject to a condition requiring the Participant to continue to provide services for a period of at least 12 months from the date the Participant obtains a legally binding right to avoid forfeiture of the distribution, payment or transfer and the Election is made at least 12 months in advance of the earliest date the Participant at which a forfeiture condition could lapse, or

(2) if the Award qualifies as “performance-based compensation” for purposes of Section 409A and is based on services performed over a period of at least twelve (12) months, then the Election may be made no later than six (6) months prior to the end of such period, or

(3) if the Election is otherwise permissible at a later date pursuant to Section 409A, the Treasury Regulations thereunder or other applicable guidance.

(c) Elections shall continue in effect until a written election to revoke or change such Election is received by the Company, except that a written election to revoke or change such Election must be made prior to the last day for making an Election

determined in accordance with paragraph (b) above or as permitted by Section 11.3, and Section 409A.

11.3 Subsequent Elections . Except as otherwise permitted or required by Section 409A, the Treasury Regulations thereunder or other applicable guidance, any Award subject to Section 409A which permits a subsequent Election (“Subsequent Election”) to delay the distribution or change the form of distribution in settlement of such Award shall comply with the following requirements:

(a) No Subsequent Election may take effect until at least twelve (12) months after the date on which the Subsequent Election is made;

(b) Each Subsequent Election related to a distribution, payment, or transfer in settlement of an Award not described in Section 11.4(b), 11.4(c) or 11.4(f) must result in a delay of the payment, distribution or transfer for a period of not less than five (5) years from the date such distribution, payment or transfer would otherwise have been made; and

(c) No Subsequent Election related to a distribution, payment or transfer pursuant to Section 11.4(d) shall be made less than twelve (12) months prior to the date of the first scheduled payment as to such distribution, payment or transfer.

11.4 Distributions Pursuant to Deferral Elections . Except as otherwise permitted or required by Section 409A or Treasury Regulations thereunder or other applicable guidance, no distribution, payment or transfer in settlement of an Award subject to Section 409A may commence earlier than:

(a) Separation from service within the meaning of and as provided for under Section 409A and the Treasury Regulations thereunder (“Separation from Service”);

(b) The date the Participant becomes Disabled (as defined below);

(d) A Specified Time (or pursuant to a Fixed Schedule) that is either (i) designated by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 11.2 and/or 11.3, as applicable;

(e) To the extent provided by Treasury Regulations under Section 409A, a change in the ownership or control of the Company or in the ownership of a substantial portion of the assets of the Company; or

(f) The occurrence of an Unforeseeable Emergency (as defined below and as provided for under by Treasury Regulations under Section 409A).

For purposes of the foregoing and the Plan, a "Specified Time" means a date or dates at which deferred compensation is payable and that are nondiscretionary and objectively

determinable at the time the compensation is deferred, as provided for in Treasury Regulations under Section 409A; and "Fixed Schedule” means the distribution or payment of deferred compensation in a fixed schedule of distributions or payments that are determined and fixed at the time the deferral of such compensation is first elected or designated pursuant to the Plan and the requirements of Section 409A.

Notwithstanding anything else herein to the contrary, to the extent that a Participant is a “Specified Employee” (as defined in Section 409A(a)(2)(B)(i) of the Code) of the Company, no distribution pursuant to Section 11.4(a) in settlement of an Award subject to Section 409A may be made before the date (the “Delayed Payment Date”) which is six (6) months after such Participant’s date of Separation from Service, or, if earlier, the date of the Participant’s death. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.

11.5 Unforeseeable Emergency . The Committee shall have the authority to provide in the Award Agreement evidencing any Award subject to Section 409A for distribution in settlement of all or a portion of such Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable Emergency. In such event, the amount(s) distributed with respect to such Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Award. All distributions with respect to an Unforeseeable Emergency shall be made in a lump sum as soon as practicable following the Committee’s determination that an Unforeseeable Emergency has occurred. For purposes of the foregoing, Unforeseeable Emergency means a severe financial hardship to the Participant resulting from illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary circumstances arising as a result of events beyond the control of the Participant, including such events and circumstances as and considered to be an Unforeseeable Emergency under Code section 409A and the regulations thereunder. It is intended and directed with respect to any such unforeseeable emergency that any amounts distributed under the Plan by reason thereof shall not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee. The Committee’s decision with respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the distribution, payment or transfer in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.

11.6 Disab ility . The Committee shall have the authority to provide in any Award subject to Section 409A for distribution, payment or transfer in settlement of such Award in the event that the Participant becomes Disabled. A Participant shall be considered “Disabled” and that term shall mean means that a Participant is unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering Employees of the Corporation. A Participant will be deemed to be Disabled if such Participant is determined to be totally disabled by the Social Security Administration.

All distributions payable by reason of a Participant becoming Disabled shall be paid in a lump sum or in periodic installments as established by the Participant’s Election, commencing as soon as practicable following the date the Participant becomes Disabled. If the Participant has made no Election with respect to distributions upon becoming Disabled, all such distributions shall be paid in a lump sum as soon as practicable following the date the Participant becomes Disabled.

11.7 Death . If a Participant dies before complete distribution, payment or transfer of amounts to be distributed, paid or transferred upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed, paid or transferred to his or her beneficiary under the distribution and payment method for death established by the Participant’s Election as soon as administratively possible following receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no Election with respect to distribution or payment upon death, distribution and payment shall be paid in a lump sum as soon as practicable following the date of the Participant’s death.

11.8 No Acceleration of Distributions . Notwithstanding anything to the contrary herein, this Plan does not permit the acceleration of the time or schedule of any distribution, payment or transfer under an Award subject to Section 409A, except as provided by Section 409A and/or the Treasury Regulations thereunder.

12.	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 12, 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’s 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 Stock Award, Performance Unit Award, Restricted Stock Award, or Restricted Unit 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 Stock Award, Performance Unit Awards, Restricted Stock Awards or Restricted Unit 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 Stock Award, Performance Unit Award, Restricted Stock Award or Restricted Unit Award in the event of a Change in Control, either at the election of the Participant or at the election of the Committee.

13.	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, (i) 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, (ii) the number and class of shares or other securities or property that may be issued or transferred under outstanding Stock Incentives, (iii) the purchase price to be paid per share under outstanding and future Stock Incentives, and (iv) 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.

14.	Administration

14.1 Committee . The Plan shall be administered by a committee of the Board of Directors consisting of two or more non-employee directors appointed from time to time by the Board of Directors. A majority of the Committee members shall constitute a quorum. The acts of a majority of the Committee members at a meeting at which a quorum is present or acts approved in writing by a majority of the Committee members shall be deemed acts of the Committee. Each member of the Committee shall satisfy such criteria of independence as the Board of Directors may establish and such regulatory or listing requirements as the Board of Directors may determine to be applicable or appropriate. 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 of Directors determines otherwise, the Committee shall be comprised solely of “outside directors” within the meaning of Section 162(m)(4)(C)(i) of the Code.

14.2 Committee Authority, Rules, Interpretations of Plan . 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, (v) determine the terms and conditions of each Stock Incentive, including the exercise price, in the case of an Option, (vi) prescribe the terms and forms of written instruments evidencing Stock Incentives granted pursuant to and in accordance with the Plan and other forms necessary for administration of the Plan, and (vii) 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 shareholders 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 or other evidence of a Stock Incentive issued thereunder, and its administration thereof, and all action taken by the Committee, shall be final, binding, and conclusive on the Company, the shareholders of the Company, 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.

14.3 Section 409A Compliance Authority . Notwithstanding any other provision of the Plan to the contrary or any Award or Award Agreement, the Committee may, but shall not be required to, in its sole and absolute discretion and without the consent of any Participant, amend the Plan, or any Award Agreement, or other written instrument issued under the Plan, or take such other actions with respect to an Award of Award Agreement, to take effect retroactively or

otherwise, as it deems necessary or advisable for the purpose of conforming the Plan, or such Award Agreement or other written instrument to any present or future law, regulation or rule applicable to the Plan or such Award or Award Agreement, including without limitation, Section 409A and Treasury Regulations issued under Section 409A.

The Company intends that the Plan shall be administered and all Awards and Stock Incentives granted thereunder subject to Section 409A shall be administered, interpreted and applied in a manner that complies with Section 409A.

Provided, that the Company and the Committee makes no representations that Stock Incentives and Awards granted under the Plan shall be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Stock Incentives and Awards granted under the Plan. The Company and the Committee shall not be responsible for any additional tax imposed upon a Participant or other person pursuant to Section 409A, nor shall the Company or Committee indemnify or otherwise reimburse a Participant or other person for any liability incurred as a result of Section 409A.

14.4 Limitation of Liability . 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.

15.	General Provisions

15.1 Nontransferability . 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, or other transferee, 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; provided, that under no circumstances shall any transfer of a Stock Incentive be made for value or consideration to the Participant. 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. The designation of a Beneficiary by a

Participant pursuant to Section 15.15 is not a transfer for purposes of the foregoing provisions of this paragraph.

15.2 No Employment Contract . 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.

15.3 Right to Shares . 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.

15.4 Written Instrument . A Stock Incentive and Award granted under this Plan shall be evidenced in writing in such manner as the Committee determines, including, without limitation, by written Award Agreement or other physical instrument, by electronic communication, or by book entry. Such written evidence of a Stock Incentive shall contain the terms and conditions thereof, consistent with this Plan, which shall be incorporated in it by reference. In the event of any dispute or discrepancy regarding the terms of a Stock Incentive, the records of the Board of Directors and Committee shall be determinative.

15.5 Limitation of Interest . No person (individually or as a member of a group) and no Beneficiary or other person claiming under or through him or her, 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 or her. 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.

15.6 Withholdings . 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.

15.7 Other Plan s . 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.

15.8 Section 16 Exemption Requirement s . Any provision of the Plan to the contrary notwithstanding, except to the extent that the Committee determines otherwise, 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 the provisions of the Plan and Stock Incentives granted under the Plan shall be administered, interpreted and construed to carry out such intent and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded.

15.9 Section 162(m) Qualification . Any provision of the Plan to the contrary notwithstanding, except to the extent the Committee determines otherwise, transactions with respect to persons whose remuneration would not be deductible by the Company but for compliance with the provisions of Section 162(m) of the Code are intended to be Qualified Performance Stock Incentives that comply with the provisions of Section 162(m) of the Code. The Plan is also intended to give the Committee the authority to award Stock Incentives that are Qualified Performance Stock Incentive awards that qualify as performance-based compensation under Section 162(m) of the Code, as well as Stock Incentives that are Non-Qualified Performance Stock Incentive awards that do not so qualify. Every provision of the Plan shall be administered, interpreted and construed to carry out such intent and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded. In administration and interpretation of the Plan:

(a) Performance Stock Incentives granted to Employees under the Plan that are intended to be Qualified Performance Stock Incentives shall be paid, vested or otherwise awarded and delivered solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee in writing. A Performance Goal shall generally be pre-established prior to commencement of the Performance Period, and in no event later than the earlier of (i) ninety (90) days after the commencement of the period of service to which a Performance Goal relates, provided, that the outcome is substantially uncertain at the time the Performance Goal is established, and (ii) the lapse of twenty-five percent (25%) of the period of service (as scheduled in good faith at the time the Performance Goal is established), and in any event while the outcome is substantially uncertain. A Performance Goal shall be deemed objective if a third party having knowledge of the relevant facts could determine if it is met. Such a Performance Goal may be based on one or more business performance criteria that apply to a Participant, one or more business units, subsidiaries, divisions or sectors of the Company, or the Company as a whole, and if so determined by the Committee, by comparison with a designated peer group of companies or businesses. A Performance Goal may include one or more of the following criteria or standards: (i) increased revenue, (ii) net income measures, including without limitation, income after capital costs, and income before or after taxes, (iii) stock price measures, including

without limitation, growth measures and total stockholder return, (iv) market share, (v) earnings per share (actual or targeted growth), (vi) earnings before interest, taxes, depreciation, and amortization, (vii) economic value added, (viii) cash flow measures, including without limitation, net cash flow, and net cash flow before financing activities, (ix) return measures, including without limitation, return on equity, return on average assets, return on capital, risk adjusted return on capital, return on investors’ capital and return on average equity, (x) operating measures, including without limitation, operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes, and production efficiency, (xi) expense measures, including but not limited to, finding and development costs, overhead costs, and general and administrative expense, (xii) margins, (xiii) shareholder value, (xiv) total shareholder return, (xv) reserve addition, (xvi) proceeds from dispositions, (xvii) total market value, and (xviii) corporate value criteria or standards including, without limitation, ethics, environmental and safety compliance.

(b) A Performance Goal need not be based upon an increase or a positive result under a particular business criterion, and may include, the maintaining of the status quo or limiting economic or financial losses measured by reference to specific business criteria. A Performance Goal must include business criteria, and a Performance Goal shall not be established or be considered to exist based on the mere continued employment of an Employee.

(c) Performance Goals may be identical for all Participants, or may be different for one or more Participants, as determined by the Committee in its sole discretion.

(d) In interpreting the provisions of the Plan and Stock Incentives granted under the Plan applicable to Qualified Performance Stock Incentives, it is intended that the Plan will conform with the standards and requirements of Section 162(m) of the Code and Treasury Regulation §1.162-27(e)(2), and any successor provisions of the Code and Treasury Regulations as to Stock Incentives granted to those Employees whose compensation is, or likely to be, subject to Section 162(m) of the Code, and the Committee in establishing Performance Goals and interpreting the Plan and Stock Incentives shall be guided by such provisions, as it determines, in its sole discretion.

(e) Prior to the payment or distribution of any compensation based upon the achievement of Performance Goals for a Qualified Performance Stock Incentive, the Committee shall certify in writing that the applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. The approved minutes of a Committee meeting or written memorandum of action of the Committee without a meeting in which the certification is made may be treated as a written certification. Certification by the Committee is not required for compensation that is attributable solely to the increase in the value of the Common Stock.

(f) Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Qualified Performance Stock Incentives that are granted pursuant to the Plan shall be determined by the Committee.

15.10 Plan Acceptance . By accepting any benefits under the Plan, each Participant, and each person claiming under or through a Participant 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.

15.11 Governing Law . 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 Oklahoma, 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 Oklahoma, 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.

15.12 No Secured Interest . A Participant shall have only a right to shares of Common Stock or cash or other amounts, if any, payable in settlement of a Stock Incentive under this Plan, unsecured by any assets of the Corporation or any other entity.

15.13 Gender and Singular References . 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.

15.14 Death of Participant . Unless otherwise specified in the Stock Incentive, if the person to whom the Stock Incentive is granted dies, then (1) an Option that is not yet exercisable shall become immediately exercisable in full, (2) any remaining restrictions with respect to the Stock Incentive shall expire, and (3) the Committee may alter or accelerate the settlement schedule, Performance Goals or other performance criteria, or payment or other terms of any Stock Incentive.

15.15 Beneficiary Designation . A Participant to whom a Stock Incentive is granted under this Plan may designate a Beneficiary in writing and in accordance with such requirements and procedures as the Committee may establish.

16.	Plan Amendment and Termination

The Plan may be amended by the Board of Directors, without shareholder approval, at any time and in any respect, unless approval of the amendment in question by the shareholders of the Company is required under Oklahoma law, the Code (including without limitation Code Section 422 and Proposed Treasury Regulation Section 1.422A-9(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 Common 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, in which case such amendment shall be effective only if and to the extent it is approved by the

shareholders of the Company as so required. 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. Notwithstanding any other provision of the Plan to the contrary, the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, or any written instrument issued under the Plan, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement or instrument to any present or future law, regulation or rule applicable to the Plan, including, without limitation, Section 409A.

Amended and restated as of this 18 th day of December, 2008.

By: __________________________________________

David E. Roth

Senior Vice President Administrative Services

Oklahoma	73-1520922
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 West Fifth Street, Tulsa, OK	74103
(Address of principal executive offices)	(Zip Code)

Common stock, par value of $0.01	New York Stock Exchange
(Title of Each Class)	(Name of Each Exchange on which Registered)

Part I.		Page No.
Item 1. Item 1A. Item 1B.	Business Risk Factors Unresolved Staff Comments	5-17 17-29 29
Item 2.	Properties	29-30
Item 3.	Legal Proceedings	31-32
Item 4.	Submission of Matters to a Vote of Security Holders	32
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32-34
Item 6.	Selected Financial Data	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	35-62
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	63-66
Item 8.	Financial Statements and Supplementary Data	67-117
Item 9. Item 9A. Item 9B.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information	117 117-118 118
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	118-119
Item 11.	Executive Compensation	119
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	119
Item 13.	Certain Relationships and Related Transactions, and Director Independence	120
Item 14.	Principal Accounting Fees and Services	120
Part IV.
Item 15.	Exhibits, Financial Statement Schedules	120-125
Signatures		126

	Years Ended December 31,
Operating Income	2008	2007	2006
ONEOK Partners	70%	54%	53%
Distribution	21%	21%	16%
Energy Services	8%	25%	31%
Other and Eliminations	1%	*	*
Total	100%	100%	100%

* Represents a value of less than 1 percent.

	Years Ended December 31,
Intersegment Revenues	2008	2007	2006
ONEOK Partners	10%	11%	13%
Distribution	*	*	*
Energy Services	8%	7%	8%

* Represents a value of less than 1 percent.

Union	Employees	Contract Expires
United Steelworkers of America	414	June 30, 2009
International Union of Operating Engineers	13	June 30, 2009
International Brotherhood of Electrical Workers	312	June 30, 2010

Name and Position	Age	Business Experience in Past Five Years
John W. Gibson	56	2007 to present	Chief Executive Officer
Chief Executive Officer		2006 to present	Member of the Board of Directors
and Member of the Board of Directors		2006	President and Chief Operating Officer of ONEOK Partners, L.P.
		2005 to 2006	President, ONEOK Energy Companies
		2000 to 2005	President, Energy
Jim Kneale	57	2007 to present	President and Chief Operating Officer
President and Chief Operating Officer		2004 to 2006	Executive Vice President - Finance and Administration and Chief Financial Officer
		2001 to 2004	Senior Vice President, Treasurer and Chief Financial Officer
Curtis L. Dinan	41	2007 to present	Senior Vice President, Chief Financial Officer and Treasurer
Senior Vice President,		2004 to 2006	Senior Vice President and Chief Accounting Officer
Chief Financial Officer and Treasurer		2004	Vice President and Chief Accounting Officer
		2002 to 2004	Assurance and Business Advisory Partner, Grant Thornton, LLP
John R. Barker	61	2004 to present	Senior Vice President and General Counsel
Senior Vice President and		1994 to 2004	Stockholder, President and Director, Gable & Gotwals
General Counsel
Caron A. Lawhorn	47	2007 to present	Senior Vice President and Chief Accounting Officer
Senior Vice President and		2005 to 2006	Senior Vice President, Financial Services and Treasurer
Chief Accounting Officer		2004 to 2005	Vice President and Controller
		2003 to 2004	Vice President of Audit and Risk Control

	Year Ended				Year Ended
	December 31, 2008				December 31, 2007
	High		Low		High		Low
First Quarter	$	49.21	$	43.93	$	46.13	$	40.12
Second Quarter	$	50.63	$	45.62	$	54.58	$	44.57
Third Quarter	$	49.59	$	33.41	$	54.86	$	43.65
Fourth Quarter	$	34.35	$	23.17	$	52.05	$	44.29

Period	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Be Purchased Under the Plans or Programs

October 1-31, 2008		-			-		-		-
November 1-30, 2008		-			-		-		-
December 1-31, 2008		10	(1)		$27.38		-		-
Total		10			$27.38		-		-

(1) - Represents shares repurchased directly from employees, pursuant to our Employee Stock Award Program.

	Cumulative Total Return
	Years Ending December 31,
	2003		2004		2005		2006		2007		2008

ONEOK, Inc.	$	100.00	$	133.74	$	130.01	$	218.10	$	233.19	$	157.65
S&P 500 Index	$	100.00	$	110.88	$	116.32	$	134.69	$	142.09	$	89.52
S&P Utilities Index (a)	$	100.00	$	124.28	$	145.21	$	175.69	$	209.73	$	148.95
(a) - The Standard & Poors Utilities Index is comprised of the following companies: AES Corp.; Allegheny Energy, Inc.;
Ameren Corp.; American Electric Power Co., Inc.; Centerpoint Energy, Inc.; CMS Energy Corp.; Consolidated Edison, Inc.;
Constellation Energy Group, Inc.; Dominion Resources, Inc.; DTE Energy Co.; Duke Energy Corp.; Dynegy, Inc.; Edison
International; Entergy Corp.; Equitable Resources, Inc.; Exelon Corp.; FirstEnergy Corp.; FPL Group, Inc.; Integrys Energy
Group, Inc.; Nicor, Inc.; NiSource, Inc.; Pepco Holdings, Inc.; PG&E Corp.; Pinnacle West Capital Corp.; PPL Corp.; Progress
Energy, Inc.; Public Service Enterprise Group, Inc.; Questar Corp.; SCANA Corp.; Sempra Energy; Southern Co.; TECO
Energy, Inc.; Wisconsin Energy Corp.; and Xcel Energy, Inc.


	(Thousands of dollars)
ONEOK Partners		$	433,537
Distribution			157,953
Energy Services			10,255
Other			1,099
Total goodwill		$	602,844

	One-Percentage		One-Percentage
	Point Increase		Point Decrease
	(Thousands of dollars)
Effect on total of service and interest cost	$	1,989	$	(1,706	)
Effect on postretirement benefit obligation	$	19,585	$	(17,171	)

										Variances					Variances
	Years Ended December 31,									2008 vs. 2007					2007 vs. 2006
Financial Results	2008			2007			2006			Increase (Decrease)					Increase (Decrease)
	(Millions of dollars)
Revenues	$	16,157.4		$	13,477.4		$	11,920.3		$	2,680.0		20	%	$	1,557.1		13	%
Cost of sales and fuel		14,221.9			11,667.3			10,198.3			2,554.6		22	%		1,469.0		14	%
Net margin		1,935.5			1,810.1			1,722.0			125.4		7	%		88.1		5	%
Operating costs		776.9			761.5			740.8			15.4		2	%		20.7		3	%
Depreciation and amortization		243.9			228.0			235.5			15.9		7	%		(7.5	)	(3	%)
Gain (loss) on sale of assets		2.3			1.9			116.5			0.4		21	%		(114.6	)	(98	%)
Operating income	$	917.0		$	822.5		$	862.2		$	94.5		11	%	$	(39.7	)	(5	%)
Equity earnings from investments	$	101.4		$	89.9		$	95.9		$	11.5		13	%	$	(6.0	)	(6	%)
Allowance for equity funds used during construction	$	50.9		$	12.5		$	2.2		$	38.4		*		$	10.3		*
Other income (expense)	$	(10.6	)	$	14.1		$	1.9		$	(24.7	)	*		$	12.2		*
Interest expense	$	(264.2	)	$	(256.3	)	$	(239.7	)	$	7.9		3	%	$	16.6		7	%
Minority interests in income of consolidated subsidiaries	$	(288.6	)	$	(193.2	)	$	(222.0	)	$	95.4		49	%	$	(28.8	)	(13	%)
Capital expenditures	$	1,473.1		$	883.7		$	376.3		$	589.4		67	%	$	507.4		*

* Percentage change is greater than 100 percent.

	Years Ended December 31,
Operating Information	2008		2007		2006
Natural gas gathered (BBtu/d) (a)		1,164		1,171		1,168
Natural gas processed (BBtu/d) (a)		641		621		988
Natural gas transported (MMcf/d)		3,665		3,579		3,634
Residue gas sales (BBtu/d) (a)		279		281		302
NGLs gathered (MBbl/d)		276		248		226
NGL sales (MBbl/d)		283		231		207
NGLs fractionated (MBbl/d)		373		356		313
NGLs transported (MBbl/d)		333		299		200
Conway-to-Mont Belvieu OPIS average price differential
Ethane ($/gallon)	$	0.15	$	0.06	$	0.05
Realized composite NGL sales prices ($/gallon) (a)	$	1.27	$	1.06	$	0.93
Realized condensate sales price ($/Bbl) (a)	$	89.30	$	67.35	$	57.84
Realized residue gas sales price ($/MMBtu) (a)	$	7.34	$	6.21	$	6.31
Realized gross processing spread ($/MMBtu) (a)	$	7.47	$	5.21	$	5.05
(a) - Statistics relate to ONEOK Partners’ natural gas gathering and processing business.

	Years Ended December 31,
Volumes (MMcf)	2008		2007		2006
Gas sales
Residential		125,834		121,587		110,123
Commercial		37,758		37,295		34,865
Industrial		1,395		1,758		1,624
Wholesale		7,186		13,231		29,263
Public Authority		2,592		2,679		2,520
Total volumes sold		174,765		176,550		178,395
Transportation		219,398		204,049		200,828
Total volumes delivered		394,163		380,599		379,223

	Years Ended December 31,
Margin	2008		2007		2006
Gas Sales	(Millions of dollars)
Residential	$	444.0	$	440.9	$	390.2
Commercial		101.3		99.5		88.8
Industrial		2.6		2.3		2.9
Wholesale		0.6		1.2		4.8
Public Authority		3.8		3.7		3.2
Net margin on gas sales		552.3		547.6		489.9
Transportation revenues		87.3		80.6		76.9
Net margin, excluding other	$	639.6	$	628.2	$	566.8

	Years Ended December 31,
Number of Customers	2008		2007		2006
Residential		1,886,118		1,876,054		1,859,480
Commercial		159,748		160,517		159,214
Industrial		1,420		1,455		1,528
Wholesale		28		27		18
Public Authority		2,963		2,952		2,645
Transportation		10,376		9,762		8,666
Total customers		2,060,653		2,050,767		2,031,551

2009 Projected Capital Expenditures
	(Millions of dollars)
ONEOK Partners		$	425
Distribution			137
Energy Services			-
Other			19
Total projected capital expenditures		$	581

	ONEOK		ONEOK Partners
Rating Agency	Rating	Outlook	Rating	Outlook
Moody's	Baa2	Stable	Baa2	Stable
S&P	BBB	Stable	BBB	Stable

	Payments Due by Period
Contractual Obligations	Total		2009		2010		2011		2012		2013		Thereafter
ONEOK	(Thousands of dollars)
$1.2 billion credit agreement	$	1,100,000	$	1,100,000	$	-	$	-	$	-	$	-	$	-
$400 million credit agreement		300,000		300,000		-		-		-		-		-
Long-term debt		1,584,053		106,265		6,284		406,306		6,329		6,205		1,052,664
Interest payments on debt		1,100,500		92,100		91,400		70,900		62,100		61,700		722,300
Operating leases		300,795		88,837		55,888		61,232		32,943		25,376		36,519
Firm transportation contracts		552,509		123,352		103,157		81,833		80,389		57,249		106,529
Financial and physical derivatives		927,635		816,319		97,225		13,623		468		-		-
Employee benefit plans		42,602		42,602		-		-		-		-		-
Other		850		567		283		-		-		-		-
	$	5,908,944	$	2,670,042	$	354,237	$	633,894	$	182,229	$	150,530	$	1,918,012

ONEOK Partners
$1 billion credit agreement	$	870,000	$	870,000	$	-	$	-	$	-	$	-	$	-
Long-term debt		2,596,711		11,931		261,931		236,931		361,062		7,650		1,717,206
Interest payments on debt		2,686,400		176,700		163,700		140,000		120,200		114,300		1,971,500
Operating leases		86,508		18,362		16,027		15,527		8,755		2,063		25,774
Firm transportation contracts		14,765		11,086		3,679		-		-		-		-
Financial and physical derivatives		48,467		48,467		-		-		-		-		-
Purchase commitments,
rights-of-way and other		35,582		30,914		977		976		977		977		761
	$	6,338,433	$	1,167,460	$	446,314	$	393,434	$	490,994	$	124,990	$	3,715,241
Total	$	12,247,377	$	3,837,502	$	800,551	$	1,027,328	$	673,223	$	275,520	$	5,633,253

	Year Ending December 31, 2009
	Volumes Hedged		Average Price		Percentage Hedged
NGLs (Bbl/d) (a)	5,010	$	1.18	/ gallon	57%
Condensate (Bbl/d) (a)	666	$	3.23	/ gallon	32%
Total liquid sales (Bbl/d)	5,676	$	1.42	/ gallon	52%
(a) - Hedged with fixed-price swaps.

Fair Value Component of Energy Marketing and Risk Management Assets and Liabilities
	(Thousands of dollars)
Net fair value of derivatives outstanding at December 31, 2007		$	25,171
Derivatives reclassified or otherwise settled during the period			(55,874	)
Fair value of new derivatives entered into during the period			236,772
Other changes in fair value			52,731
Net fair value of derivatives outstanding at December 31, 2008 (a)		$	258,800

(a) - The maturities of derivatives are based on injection and withdrawal periods from April through March, which is consistent with our business strategy. The maturities are as follows: $225.0 million matures through March 2009, $33.9 million matures through March 2012 and $(0.1) million matures through March 2014.

	Years Ended December 31,
Value-at-Risk		2008		2007
	(Millions of dollars)
Average		$	12.3	$	8.9
High		$	24.9	$	23.0
Low		$	4.0	$	3.4

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
		Years Ended December 31,
		2008			2007			2006
	(Thousands of dollars, except per share amounts)

Revenues		$	16,157,433		$	13,477,414		$	11,920,326
Cost of sales and fuel			14,221,906			11,667,306			10,198,342
Net Margin			1,935,527			1,810,108			1,721,984
Operating Expenses
Operations and maintenance			694,597			675,575			662,681
Depreciation and amortization			243,927			227,964			235,543
General taxes			82,315			85,935			78,086
Total Operating Expenses			1,020,839			989,474			976,310
Gain (Loss) on Sale of Assets			2,316			1,909			116,528
Operating Income			917,004			822,543			862,202
Equity earnings from investments (Note O)			101,432			89,908			95,883
Allowance for equity funds used during construction			50,906			12,538			2,205
Other income			16,838			21,932			26,030
Other expense			(27,475	)		(7,879	)		(24,154	)
Interest expense			(264,167	)		(256,325	)		(239,725	)
Income before Minority Interests and Income Taxes			794,538			682,717			722,441
Minority interests in income of consolidated subsidiaries			(288,558	)		(193,199	)		(222,000	)
Income taxes (Note L)			(194,071	)		(184,597	)		(193,764	)
Income from Continuing Operations			311,909			304,921			306,677
Gain (Loss) from operations of discontinued components, net of tax			-			-			(365	)
Net Income		$	311,909		$	304,921		$	306,312

Earnings Per Share of Common Stock (Note P)
Net Earnings Per Share, Basic		$	2.99		$	2.84		$	2.74
Net Earnings Per Share, Diluted		$	2.95		$	2.79		$	2.68

Average Shares of Common Stock (Thousands)
Basic			104,369			107,346			112,006
Diluted			105,760			109,298			114,477

Dividends Declared Per Share of Common Stock		$	1.56		$	1.40		$	1.22
See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
	December 31,		December 31,
	2008		2007
Assets	(Thousands of dollars)

Current Assets
Cash and cash equivalents	$	510,058	$	19,105
Accounts receivable, net		1,265,300		1,723,212
Gas and natural gas liquids in storage		858,966		841,362
Commodity exchanges and imbalances		56,248		82,938
Energy marketing and risk management assets (Notes C and D)		362,808		143,941
Other current assets		324,222		140,917
Total Current Assets		3,377,602		2,951,475

Property, Plant and Equipment
Property, plant and equipment		9,476,619		7,893,492
Accumulated depreciation and amortization		2,212,850		2,048,311
Net Property, Plant and Equipment (Note A)		7,263,769		5,845,181

Investments and Other Assets
Goodwill and intangible assets (Note E)		1,038,226		1,043,773
Energy marketing and risk management assets (Notes C and D)		45,900		3,978
Investments in unconsolidated affiliates (Note O)		755,492		756,260
Other assets		645,073		461,367
Total Investments and Other Assets		2,484,691		2,265,378
Total Assets	$	13,126,062	$	11,062,034
See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Years Ended December 31,
	2008			2007			2006
Operating Activities	(Thousands of dollars)
Net income	$	311,909		$	304,921		$	306,312
Depreciation and amortization		243,927			227,964			235,543
Allowance for equity funds used during construction		(50,906	)		(12,538	)		(2,205	)
Gain on sale of assets		(2,316	)		(1,909	)		(116,528	)
Minority interests in income of consolidated subsidiaries		288,558			193,199			222,000
Equity earnings from investments		(101,432	)		(89,908	)		(95,883	)
Distributions received from unconsolidated affiliates		93,261			103,785			123,427
Deferred income taxes		165,191			65,017			115,384
Stock-based compensation expense		30,791			20,909			16,499
Allowance for doubtful accounts		13,476			14,578			9,056
Inventory adjustment, net		9,658			-			-
Investment securities gains		(11,142	)		-			-
Changes in assets and liabilities (net of acquisition and disposition effects):
Accounts and notes receivable		433,859			(378,876	)		649,415
Gas and natural gas liquids in storage		(370,662	)		88,937			(13,801	)
Accounts payable		(340,584	)		343,144			(425,715	)
Commodity exchanges and imbalances, net		(37,375	)		40,572			18,001
Unrecovered purchased gas costs		(35,790	)		9,530			(73,534	)
Accrued interest		16,002			9,001			25,329
Energy marketing and risk management assets and liabilities		60,846			41,649			(63,040	)
Fair value of firm commitments		505			5,631			190,795
Pension and postretirement benefit plans		(83,254	)		28,573			(14,496	)
Other assets and liabilities		(158,845	)		15,481			(233,283	)
Cash Provided by Operating Activities		475,677			1,029,660			873,276
Investing Activities
Changes in investments in unconsolidated affiliates		3,963			(3,668	)		(6,608	)
Acquisitions		2,450			(299,560	)		(148,892	)
Capital expenditures (less allowance for equity funds used during construction)		(1,473,136	)		(883,703	)		(376,306	)
Proceeds from sale of discontinued component		-			-			53,000
Proceeds from sale of assets		2,630			4,022			298,964
Proceeds from insurance		9,792			-			-
Changes in short-term investments		-			31,125			(31,125	)
Increase in cash and cash equivalents attributable to previously unconsolidated subsidiaries		-			-			1,334
Decrease in cash and cash equivalents attributable to previously consolidated subsidiaries		-			-			(22,039	)
Other investing activities		-			-			(5,565	)
Cash Used in Investing Activities		(1,454,301	)		(1,151,784	)		(237,237	)
Financing Activities
Borrowing (repayment) of notes payable, net		1,197,400			196,600			(842,000	)
Borrowing (repayment) of notes payable with maturities over 90 days		870,000			-			(900,000	)
Issuance of debt, net of issuance costs		-			598,146			1,397,328
Long-term debt financing costs		-			(5,805	)		(12,003	)
Payment of debt		(416,040	)		(13,588	)		(44,359	)
Equity unit conversion		-			-			402,448
Repurchase of common stock		(29	)		(390,213	)		(281,444	)
Issuance of common stock		16,495			20,730			10,829
Issuance of common units, net of discounts		146,969			-			-
Dividends paid		(162,785	)		(150,188	)		(135,451	)
Distributions to minority interests		(201,658	)		(182,891	)		(165,283	)
Other financing activities		19,225			170			(48,841	)
Cash Provided by (Used in) Financing Activities		1,469,577			72,961			(618,776	)
Change in Cash and Cash Equivalents		490,953			(49,163	)		17,263
Cash and Cash Equivalents at Beginning of Period		19,105			68,268			7,915
Effect of Accounting Change on Cash and Cash Equivalents		-			-			43,090
Cash and Cash Equivalents at End of Period	$	510,058		$	19,105		$	68,268
Supplemental Cash Flow Information:
Cash Paid for Interest	$	237,577		$	253,678		$	225,998
Cash Paid for Taxes	$	82,965		$	57,281		$	262,504
See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME


	Common
	Stock		Common		Paid-in			Unearned
	Issued		Stock		Capital			Compensation
	(Shares)		(Thousands of dollars)

December 31, 2005		107,973,436	$	1,080	$	1,044,283		$	(105	)
Net income		-		-		-			-
Other comprehensive income (loss)		-		-		-			-
Total comprehensive income
Adoption of Statement 158		-		-		-			-
Equity unit conversion		11,208,998		112		177,572			-
Repurchase of common stock		-		-		-			-
Common stock issued		1,151,474		11		36,862			158
Common stock dividends -
$1.22 per share		-		-		-			(53	)
December 31, 2006		120,333,908		1,203		1,258,717			-
Net income		-		-		-			-
Other comprehensive income (loss)		-		-		-			-
Total comprehensive income
Repurchase of common stock		-		-		(11,103	)		-
Common stock issued		781,309		8		26,186			-
Common stock dividends -
$1.40 per share		-		-		-			-
December 31, 2007		121,115,217		1,211		1,273,800			-
Net income		-		-		-			-
Other comprehensive income (loss)		-		-		-			-
Total comprehensive income
Repurchase of common stock		-		-		-			-
Common stock issued		531,790		5		27,353			-
Common stock dividends -
$1.56 per share		-		-		-			-
Change in measurement date for
employee benefit plans		-		-		-			-
December 31, 2008		121,647,007	$	1,216	$	1,301,153		$	-
See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(Continued)
	Accumulated
	Other
	Comprehensive			Retained			Treasury
	Income (Loss)			Earnings			Stock			Total
	(Thousands of dollars)

December 31, 2005	$	(56,991	)	$	1,085,845		$	(279,355	)	$	1,794,757
Net income		-			306,312			-			306,312
Other comprehensive income (loss)		63,878			-			-			63,878
Total comprehensive income											370,190
Adoption of Statement 158		32,645			-			-			32,645
Equity unit conversion		-			-			224,764			402,448
Repurchase of common stock		-			-			(285,662	)		(285,662	)
Common Stock issued		-			-			-			37,031
Common stock dividends -
$1.22 per share		-			(135,398	)		-			(135,451	)
December 31, 2006		39,532			1,256,759			(340,253	)		2,215,958
Net income		-			304,921			-			304,921
Other comprehensive income (loss)		(46,601	)		-			-			(46,601	)
Total comprehensive income											258,320
Repurchase of common stock		-			-			(379,110	)		(390,213	)
Common stock issued		-			-			9,237			35,431
Common stock dividends -
$1.40 per share		-			(150,188	)		-			(150,188	)
December 31, 2007		(7,069	)		1,411,492			(710,126	)		1,969,308
Net income		-			311,909			-			311,909
Other comprehensive income (loss)		(63,547	)		-			-			(63,547	)
Total comprehensive income											248,362
Repurchase of common stock		-			-			(29	)		(29	)
Common stock issued		-			-			13,539			40,897
Common stock dividends -
$1.56 per share		-			(162,785	)		-			(162,785	)
Change in measurement date for
employee benefit plans		-			(7,583	)					(7,583	)
December 31, 2008	$	(70,616	)	$	1,553,033		$	(696,616	)	$	2,088,170

	Years Ended December 31,
Regulated Property	2008			2007			2006
ONEOK Partners		2.0% - 2.4	%		2.4% - 2.5	%		2.4% - 2.6	%
Distribution		2.7% - 3.0	%		2.7% - 3.0	%		2.7% - 3.3	%

	December 31, 2008
	Level 1			Level 2			Level 3			Netting (a)			Total
	(Thousands of dollars)
Assets
Derivatives	$	580,029		$	215,116		$	454,377		$	(840,814	)	$	408,708
Trading securities		4,910			-			-			-			4,910
Available-for-sale investment securities		1,665			-			-			-			1,665
Fair value of firm commitments		-			-			42,179			-			42,179
Total assets	$	586,604		$	215,116		$	496,556		$	(840,814	)	$	457,462

Liabilities
Derivatives	$	(501,726	)	$	(55,705	)	$	(412,022	)	$	748,136		$	(221,317	)
Long-term debt swapped to floating		-			-			(171,455	)		-			(171,455	)
Total liabilities	$	(501,726	)	$	(55,705	)	$	(583,477	)	$	748,136		$	(392,772	)
(a) - Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral in accordance with FSP FIN 39-1, when a legally enforceable master netting arrangement exists between us and the counterparty to a derivative contract. At December 31, 2008, we held $92.7 million of cash collateral.

	Derivative Assets (Liabilities)			Fair Value of Firm Commitments			Long-Term Debt			Total
	(Thousands of dollars)
January 1, 2008	$	(54,582	)	$	42,684		$	(338,538	)	$	(350,436	)
Total realized/unrealized gains (losses):
Included in earnings (a)		6,080			(505	)		(2,917	)		2,658
Included in other comprehensive income (loss)		84,592			-			-			84,592
Terminations prior to maturity		(5,074	)		-			170,000			164,926
Transfers in and/or out of Level 3		11,339			-			-			11,339
December 31, 2008	$	42,355		$	42,179		$	(171,455	)	$	(86,921	)

Total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held as of December 31, 2008 (a)	$	(116,127	)	$	153,221		$	(2,917	)	$	34,177
(a) - Reported in revenues in our Consolidated Statements of Income.

			ONEOK
	ONEOK		Partners		Total
	(Millions of dollars)
2009	$	6.5	$	3.7	$	10.2
2010	$	6.4	$	3.7	$	10.1
2011	$	3.4	$	0.9	$	4.3
2012	$	1.7	$	-	$	1.7
2013	$	1.7	$	-	$	1.7
Thereafter	$	25.3	$	-	$	25.3

		Gross		Accumulated			Net
		Intangible Assets		Amortization			Intangible Assets
	(Thousands of dollars)
December 31, 2007		$	462,214	$	(19,166	)	$	443,048
December 31, 2008		$	462,214	$	(26,832	)	$	435,382

	Unrealized Gains (Losses) on Energy Marketing and Risk Management Assets/Liabilities		Unrealized Holding Gains (Losses) on Investment Securities		Pension and Postretirement Benefit Plan Obligations		Accumulated Other Comprehensive Income (Loss)
		(Thousands of dollars)
December 31, 2006	$	89,971	$	12,614	$	(63,053)	$	39,532
Other comprehensive income (loss)		(64,643)		1,064		16,978		(46,601)
December 31, 2007	$	25,328	$	13,678	$	(46,075)	$	(7,069)
Other comprehensive income (loss)		2,585		(12,864)		(53,268)		(63,547)
December 31, 2008	$	27,913	$	814	$	(99,343)	$	(70,616)

			ONEOK	Guardian
	ONEOK		Partners	Pipeline		Total
	(Millions of dollars)
2009	$	106.3	$ -	$	11.9	$ 118.2
2010	$	6.3	$ 250.0	$	11.9	$ 268.2
2011	$	406.3	$ 225.0	$	11.9	$ 643.2
2012	$	6.3	$ 350.0	$	11.1	$ 367.4
2013	$	6.2	$ -	$	7.7	$ 13.9