Exhibit 99

PROFIT SHARING PLAN

EFFECTIVE JANUARY 1, 2005

PROFIT SHARING PLAN

TABLE OF CONTENTS

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PROFIT SHARING PLAN

INTRODUCTORY STATEMENT

This Plan document is the Profit Sharing Plan established and maintained for eligible employees of ONEOK, Inc. and Subsidiaries, effective January 1, 2005.

The purposes of the Plan and the Trust established thereunder are to provide for deferred compensation and benefits for eligible employees through a combination of a qualified profit sharing plan, and, in part, with respect to the investment in securities of ONEOK, Inc., an employee stock ownership plan which constitutes a qualified stock bonus plan. The Plan is intended in all respects to be qualified under the Internal Revenue Code of 1986, as amended.

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PART A.

DEFINITIONS

As used in this Plan, unless otherwise required by the context, the following words and phrases shall have the meanings indicated:

PARAGRAPH

The balance of all accounts established and maintained for a Participant pursuant to this Plan.

Any Employee who is represented by a collective bargaining unit, which includes without limitation, Group A Bargaining Unit Employees and Group B Bargaining Unit Employees; with “Group A Bargaining Unit Employees”, meaning any Employee who is represented by Locals 12329, 12561, 13417, 14224, 14228, and 15162 of the United Steel Workers of America, Local 781 of the Gas Workers, Metal Trades Union for the Cities of Monett and Kansas City, Missouri, and Beloit, Kansas, and Local 126 of the International Union of Operating Engineers; and “Group B Bargaining Unit Employees”, meaning any Employee who is represented by Local 304 and Local 1523 of the International Brotherhood of Electrical Workers; or any Employee represented by any other collective bargaining unit, organization or entity related to a collective bargaining agreement or arrangement for representation of any employees of the Company.

The Board of Directors of the Company.

The Internal Revenue Code of 1986, as amended.

The ONEOK, Inc. Benefit Plan Committee created pursuant to Paragraph 1 of Article XII hereof.

ONEOK, Inc., an Oklahoma corporation, and its Subsidiaries.

The total annual base salary plus any lump sum merit pay and promotion awards, gainshare awards, cash incentive compensation, commissions, overtime pay, and shift differentials paid to a Participant by the Company, but excluding amounts deferred or contributed by the Company or deferred by the Participant under a plan of deferred compensation to the extent that such contributions or deferrals are not includible in gross income of the Participant for the taxable

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year in which contributed or deferred. Provided, that any reduction in salary elected and deferred by the Participant under the cash or deferred arrangement under the Thrift Plan or any other defined contribution plan established or maintained by the Company, or under Code Sections 125, 132(f)(4), 402(e)(8) and 457 pursuant to the employee benefit plans of the Company shall be included in determining compensation hereunder. For purposes of this definition incentive compensation shall be treated as paid to a Participant at the time of actual payment.

Provided, that the annual compensation of each Participant taken into account under Plan for any year beginning after December 31, 2001, shall not exceed $200,000 and such $200,000 amount shall be adjusted to reflect increases in the cost-of-living in accordance with Code Sections 401(a)(17) and 415(d).

Provided, further, that notwithstanding anything to the contrary contained in the Plan, any payment or distribution made to an Employee pursuant to the ONEOK Energy Marketing & Trading Group Bonus Plan shall be excluded from, and not considered as Compensation of such Employee under this Plan.

Any business organization or entity (including, without limitation, a corporation, general partnership, limited partnership, or limited liability company) that is in one or more chains of such organizations conducting trades or businesses connected through ownership of a 100 percent ownership interest in which (i) ONEOK, Inc., an Oklahoma corporation, is the common parent business organization and (ii) a 100 percent ownership interest in each of the organizations, except ONEOK, Inc., is owned directly by one or more of the other organizations, and (iii) ONEOK, Inc. owns a 100 percent ownership interest in at least one of the other organizations. For purposes of the foregoing provisions of this definition, “100 percent ownership interest” means, in the case of an organization which is a partnership or limited liability company, ownership of 100 percent of the profits interest or capital interest of such partnership or limited liability company.

All cash, stock, rights or other property distributed by the Company pro rata to holders of any class of its capital stock.

The time at which a Participant attains age fifty (50).

The first day of the month coinciding with or next following the date the Participant terminates employment by Retirement after he or she attains his or her Early Retirement Age and prior to attaining the Normal Retirement Age.

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The portion of the Plan and Trust under which investment in ONEOK, Inc. Common Stock is directed by Participants, as described in Paragraph 10 of Article VI and otherwise in the Plan.

Employee Retirement Income Security Act of 1974, as amended.

The dividends paid to Participants or to the Trust of the Plan on ONEOK, Inc. Common Stock in the Participant Account of such a Participant, or a retired or terminated Employee.

A payment in cash of ESOP Dividends to a Participant and/or distribution in cash to a Participant of ESOP Dividends paid to the Trust of the Plan, on ONEOK, Inc. Common Stock in the Participant Account of such Participant (and such payments and distributions to a retired or terminated Employee) pursuant to Paragraph 2. of Article VII.

The original effective date upon which the Plan becomes effective as determined by the Board of Directors in the manner provided in Article XIII hereof.

Any person employed by the Company, including officers and others engaged in the management of the business, provided such person is in active service of the Company; but not including Directors who are not officers of the Company, and not including Independent Contractors and Leased Employees. Leased Employees shall be considered as employees of the Company for purposes of determining if the Plan meets participation, coverage or other applicable requirements for qualification of the Plan under Code Section 401, but such Leased Employees are not eligible to participate in the Plan, and are excluded from the definition of Employee under this paragraph.

Notwithstanding the foregoing, a Foreign Subsidiary Employee shall not be considered to be an Employee eligible to participate in the Plan.

An employee who is eligible to participate in the Retirement Plan for Employees of ONEOK, Inc. and Subsidiaries and who accrues any benefit under the Retirement Plan for Employees of ONEOK, Inc. and Subsidiaries after December 31, 2004.

The Plan fiduciary is designated pursuant to Paragraph 3 of Article XII, hereof.

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An employee of a Subsidiary that is not created or organized in the United States under the law of the United States or of any state of the United States.

Effective for years beginning after December 31, 1996, the term “Highly Compensated Employee” means any Employee who: (1) was a five-percent (5%) owner at any time during the year or the preceding year, or (2) for the preceding year had compensation from the Company in excess of eighty thousand dollars ($80,000) and, if the Company so elects, was in the top-paid group for the preceding year. The eighty thousand dollar ($80,000) amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 20, 1996. For purposes of the foregoing the “applicable year” of the Plan for which a determination is being made is called a “determination year” and the preceding 12-month period is called a look-back year. A highly compensated former employee shall be determined and based on the rules applicable to determining Highly Compensated Employee status as in effect for a determination year, in accordance with Treasury Regulation § 1.414(q)-1T, A-4 and Internal Revenue Service Notice 97-45. An Employee shall be treated as a five-percent (5%) owner for any year if at any time during such year such Employee was a five-percent (5%) owner (as defined in Code Section 416(i)(1)) of the Company. An Employee is in the top-paid group of Employees for any year if such Employee is in the group consisting of the group consisting of the top twenty percent (20%) of the Employees when ranked on the basis of compensation paid during such year.

For purposes of this paragraph, the term “compensation” means compensation within the meaning of Code Section 415(c)(3).

For purposes of determining the number of Employees in the top-paid group, there shall be excluded (i) Employees who have not completed six (6) months of service, (ii) Employees who normally work less than 17½ hours per week, (iii) Employees who normally work during not more than six (6) months during any year, (iv) Employees who have not attained age 21, and (v) except to the extent provided in Treasury regulations, Employees who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the Company.

All hours for which the Employee is either directly or indirectly compensated by the Company for performing duties for the Company. These hours are to be credited to the Employee in the computation period during which the duties were performed and not when paid. The determination of the Hours of Service for reasons other than the performance of duties shall be made in accordance with Section 2530.200b-2(b) of the Department of Labor regulations. The determination of the computation to which the Hours of Service are credited shall be made in accordance with Section 2530.200b-2(c) of Department of Labor regulations. Credit is also to be given for each hour of back pay for which back pay has been awarded or agreed to by the Employer, and these hours are to be credited to the Employee in the computation period during

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which the duties were performed and not paid. An Employee should be credited with Hours of Service for any customary period of work based upon a forty (40)-hour week or pro rata portion thereof, during which the Employee is absent for any authorized reason in accordance with established Company policy and procedure, is laid off for a temporary period, is on a Company-approved leave of absence, or sick or disability leave, is on jury or military duty, or is not working due to a labor-management dispute. The clause shall be construed so as to resolve any ambiguities in favor of crediting Employees with Hours of Service.

Any person, exercising and engaging in a business or occupation separate from and independent of the Company, who by mutual agreement with the Company is not to be otherwise treated as an Employee for payroll, compensation, employee benefits, or similar purposes, and who is engaged or contracted to perform a certain job or services for the Company, but according to his/her own methods, and without being subject to the control or supervision of the Company, except as to specification of the product or result of his/her work or services for which he/she is contracted.

A person who otherwise is not an Employee, but who provides services for the Company and such services are provided pursuant to an agreement between the Company and any other person (leasing organization), and such person has performed such services for the Company (or for the Company and a related person determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for at least one (1) year, and such services are performed under primary direction and control of the Company. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the Company shall be treated as provided by the Company.

A Leased Employee shall not be considered an employee of the Company if: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee’s gross income under section 125, section 402(e)(3), section 402(h)(1)(B) or section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20 percent of the Company’s non-highly compensated work force.

Leased Employees shall be considered as employees of the Company for the purpose of determining if the Plan meets participation, coverage or other applicable requirements for qualification of the Plan under Code Section 401, but such Leased Employees are not eligible to participate in the Plan, and are excluded from the definition of “Employee” in Paragraph 17 of this Article I, above.

Any Employee who is not represented by a collective bargaining unit, and is not a Bargaining Unit Employee.

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The time at which a Participant attains age sixty-five (65).

The first day of the month coinciding with or next following the date the Participant attains his or her Normal Retirement Age.

The common stock, $0.01 par value of the Company.

A twelve (12)-consecutive-month period of time commencing on any anniversary date of original employment and ending twelve (12) consecutive months thereafter, during which the Employee has not completed more than five hundred (500) Hours of Service.

An Employee who has satisfied the eligibility requirements of the Plan, and who is treated as a Participant or has elected to participate in the Plan pursuant to the terms thereof.

The separate account to which all Company contributions for each particular Participant are to be allocated, and in which all cash and other assets held by the Trustee under the Plan shall be maintained and administered under the Plan and Trust for such Participant.

This Profit Sharing Plan established and maintained by the Company.

A twelve (12) month period commencing on January 1 of each year and ending on the subsequent December 31.

The total base salary plus any lump sum merit pay and promotion awards, gainshare awards, cash incentive compensation, commissions, overtime pay, and shift differentials paid to a Participant by the Company for the Quarterly Period, but excluding amounts deferred or contributed by the Company or deferred by the Participant under a plan of deferred compensation to the extent that such contributions or deferrals are not includible in gross income of the Participant for the taxable year in which contributed or deferred. Provided, that any reduction in salary elected and deferred by the Participant under the cash or deferred arrangement under the Thrift Plan or any other defined contribution plan established or

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maintained by the Company, or under Code Sections 125, 132(f)(4), 402(e)(8) and 457 pursuant to the employee benefit plans of the Company shall be included in determining compensation hereunder. For purposes of this definition incentive compensation shall be treated as paid to a Participant at the time of actual payment.

Provided, that the annual compensation of each Participant taken into account under Plan for any year beginning after December 31, 2001, shall not exceed $200,000 and such $200,000 amount shall be adjusted to reflect increases in the cost-of-living in accordance with Code Sections 401(a)(17) and 415(d).

Provided, further, that notwithstanding anything to the contrary contained in the Plan, any payment or distribution made to an Employee pursuant to the ONEOK Energy Marketing & Trading Group Bonus Plan shall be excluded from, and not considered as Quarterly Compensation of such Employee under this Plan.

A period of three consecutive calendar months that begins on the first day of January, April, July or October.

A Quarterly Period during which an Employee has not less than two hundred fifty (250) Hours of Service as a Participant. If a Participant enters the Plan other than on the first day of the Quarterly Period, all Hours of Service of the Participant during that Quarterly Period, whether or not performed as a Participant, shall be treated as Hours of Service as a Participant.

The termination of a Participant’s employment with the Company by retirement on or after he or she has attained at least his or her Early Retirement Age or Normal Retirement Age.

The first day of the month coinciding with or next following the date a Participant terminates employment with the Company by his or her Retirement.

The Retirement Plan for Employees of ONEOK, Inc. and Subsidiaries, established and maintained by the Company.

An irrevocable election in writing signed by an Employee that he/she shall be excluded from any and all further accrual of benefits under the Retirement Plan for Employees of ONEOK, Inc. and subsidiaries on or after the Effective Date of this Plan which is delivered to the Company or its

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designee under the Retirement Plan for Employees of ONEOK, Inc. and Subsidiaries at the time prior to January 1, 2005, and in the manner and form that is prescribed by the Company.

A person subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, with respect to equity securities of the Company.

A Subsidiary Corporation or a Controlled Affiliate Business Organization of ONEOK, Inc., as herein defined.

Any corporation that is in one or more chains of includible corporations connected through stock ownership in which (i) ONEOK, Inc., an Oklahoma corporation, is the common parent corporation (ii) ONEOK, Inc. owns directly stock in at least one (1) of the other includible corporations possessing not less than 100 percent of the total voting power of such corporation, or having a value equal to 100 percent of the total value of the stock of such corporation (“applicable ownership level”), and (iii) stock at such applicable ownership level in each of the includible corporations (except said ONEOK, Inc.) is owned directly by one (1) or more of the other includible corporations.

The Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, established and maintained by the Company.

A physical or mental condition of a Participant determined by the Committee in a nondiscriminatory manner, based upon appropriate medical reports and examinations, which may be expected to result in death or be of a long and indefinite duration and which renders the Participant incapable of performing any substantial gainful activity.

The Trust established for the receiving, holding, investing, and disposing of the Participant deposits, Company contributions, and any earnings thereon under the Plan.

The Trustee under the Plan hereinafter named in Paragraph 2 of Article XII of the Plan or any successor to said Trustee.

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The Uniformed Service Employment and Reemployment Rights Act, 38 United States Code, §§ 4301, et seq.

A twelve (12) month period, beginning on the date the Employee commenced employment with the Company and ending twelve (12) months thereafter, or any subsequent twelve (12) month period beginning on any anniversary of the employment commencement date and ending twelve (12) months thereafter, during which an Employee has completed at least one thousand (1,000) Hours of Service. Provided that, upon employment by the Company, for purposes of determining an Employee’s eligibility to participate in the Plan, and subject to the foregoing definition of a Year of Service, a Year of Service with any member of a controlled group (as described in Section 414(b) of the Internal Revenue Code of 1986, or similar provisions in succeeding enactments) of which the Company is also a member shall be deemed to be a Year of Service with the Company, whether or not such other member of the controlled group shall have adopted this or any other Plan.

A Plan Year during which the Employee had not less than one thousand (1,000) Hours of Service as a Participant. If a Participant enters the Plan other than on the first day of the Plan Year, all Hours of Service of the Participant during that Plan Year, whether or not performed as a Participant, shall be treated as Hours of Service as a Participant.

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PART B.

AMENDMENT OF THE PLAN FOR EGTRRA

PREAMBLE

1. Adoption and effective date of amendment . The amendments of the Plan in this Part B of Article I are adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). Such amendments are intended as good faith compliance with the requirements of EGTRRA and are to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, herein the amendments in this Part B of Article I shall be effective as of the first day of the first plan year beginning after December 31, 2001.

2. Supersession of inconsistent provisions . The amendments in this Part B of Article I shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of such amendments.

PARAGRAPH

The compensation limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or Code Section 419A(f)(2) which is otherwise treated as an annual addition.

The annual compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

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The Plan will accept participant rollover contributions and/or direct rollovers of distributions made after December 31, 2001, from the types of plans specified below, beginning on January 1, 2002.

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The Committee shall provide for each Participant to make an election in writing to have dividends on ONEOK, Inc. Common Stock payable the Participant or to the Plan reinvested in such Common Stock, at the time and in the manner provided in rules, forms and procedures prescribed by the Committee.

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PART C.

MODEL PLAN AMENDMENT

MINIMUM DISTRIBUTION REQUIREMENTS

Section 1. General Rules

Unless an earlier effective date is specified in the Plan, the provisions of this Part C of Article I of the Plan will apply for purposes of determining required minimum distributions for calendar years beginning with the 2005 calendar year.

If the Plan specifies an effective date of this Part C of Article I that is earlier than calendar years beginning with the 2005 calendar year, required minimum distributions for any year preceding the 2005 calendar year (“Preceding Year”) under this Part C of Article I will be determined as follows: If the total amount of Preceding Year required minimum distributions under the Plan made to the distributee prior to the effective date of this Part C of Article I equals or exceeds the required minimum distributions determined under this Part C of Article I then no additional distributions will be required to be made for the Preceding Year on or after such date to the distributee. If the total amount of Preceding Year required minimum distributions under the Plan made to the distributee prior to the effective date of this Part C is less than the amount determined under this Part C of Article I, then required minimum distributions for the Preceding Year on and after such date will be determined so that the total amount of required minimum distributions for the Preceding Year made to the distributee will be the amount determined under this Part C of Article I.

The requirements of this Part C will take precedence over any inconsistent provisions of the Plan.

All distributions required under this Part C of Article I will be determined and made in accordance with the Treasury regulations under section 401(a)(9) of the Internal Revenue Code.

Notwithstanding the other provisions of this Part C of Article I, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

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Section 2. Time and Manner of Distribution.

The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

For purposes of this section 2.2 and section 4, unless section 2.2(d) applies, distributions are considered to begin on the Participant’s required beginning date. If section 2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under section 2.2(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under section 2.2(a)), the date distributions are considered to begin is the date distributions actually commence.

Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with sections 3 and 4 of this

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Part C of Article I. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations.

Section 3. Required Minimum Distributions During Participant’s Lifetime.

During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

Required minimum distributions will be determined under this section 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

Section 4. Required Minimum Distributions After Participant’s Death

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Section 5. Definitions

The individual who is designated as the beneficiary under Articles IX and XI of the Plan and is the designated beneficiary under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under section 2.2. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

The date specified in paragraph 11 or Article IX of the plan.

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ARTICLE II.

ELIGIBILITY AND PARTICIPATION

PARAGRAPH

Except as hereinafter otherwise provided herein, participation in the Plan shall be open to any Employee who:

Provided, notwithstanding the foregoing, no Employee who is an Officer of the Company prior to January 1, 2005, no Bargaining Unit Employee, and no Employee Covered by the Retirement Plan on or after the Effective Date of this Plan shall be eligible to participate in the Plan.

For purposes of this paragraph and its application to the Plan, the term “Officer of the Company” shall mean an Employee who was first employed by the Company prior to January 1, 2005, and who is or has been an officer of the Company or any of its Subsidiaries at any time prior to that date.

An eligible Employee of the Company shall become a Participant in the Plan after his or her employment by the Company, as provided for in paragraph 2 of this Article II, below, and no other minimum period of service for eligibility to participate in the Plan shall be applicable.

An Employee in active employment at the effective date of any amendment of the Plan who would have been eligible to participate at an earlier date under the previous Plan provisions governing eligibility and time of service, shall become eligible at such earlier date.

The Plan shall not have a maximum age condition or limitation on participation, shall not exclude from participation (on the basis of age) any Employees who have attained any specified age; and allocations to a Participant’s Account under the Plan shall not be ceased, and the rate at which amounts are allocated to a Participant’s Account shall not be reduced because of the attainment of any age; provided, that such requirements relating to no maximum age for participation and accrual of benefits shall be coordinated to the extent provided in Treasury Regulations with the requirements of Code Sections 404, 410, and 415, and the Code provisions precluding discrimination in favor of Highly Compensated Employees.

Any eligible Employee will be treated as a Participant under the Plan on and after the first day of the calendar month next following the month in which he/she becomes eligible, unless he or she

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informs the Committee in writing that he or she does not wish to be a Participant, in which case he or she shall not be treated as a Participant under the Plan. Any eligible Employee who does not commence to participate in the Plan on the earliest date when he/she is eligible to do so may thereafter commence participation as of the first day of the calendar month following the month in which he/she elects to participate and makes written application to do so to the Committee.

Participation in the Plan by eligible Employees shall be voluntary. A Participant may become temporarily ineligible to participate in the event of termination or suspension of his/her participation pursuant to the terms of the Plan.

Each eligible Employee at the time of becoming a Participant in the Plan shall be given a copy of the Plan as effective at that time and/or a summary plan description of the Plan, and the Committee may require as a condition of participation that he/she sign a written instrument in such form as prescribed by the Committee evidencing the fact that he/she accepts and agrees to all the provisions of the Plan, and the Committee may require the consent of the spouse of the Participant if the Participant is married and the primary beneficiary designated is not the spouse of the Participant.

Any termination or suspension under any provision of this Plan, shall have the effect of ending the period of the Participant’s current Plan participation. Upon or at any time after expiration of the required period following any termination or suspension, the Participant may again commence participation in the manner provided in Paragraph 2. of this Article II as of the first day of the calendar month following the month in which he/she elects to recommence participation and a new period of such Participant’s current Plan participation shall thereupon commence.

After an eligible Employee has elected to participate in the Plan, participation in the Plan shall continue until the employer-employee relationship is terminated between the Company and the Participant, except as provided in the case of voluntary or involuntary Participant suspension or voluntary or involuntary Plan termination.

If a former Participant whose employment has terminated shall be rehired as an Employee, he/she shall be entitled to reenter the Plan as a Participant on the first day of the month next following such reemployment.

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If an Employee who has not satisfied the eligibility requirements of the Plan and whose employee relationship with the Company has been terminated, is subsequently reemployed, he/she shall again be eligible to participate in the Plan, and to commence to participate in the Plan to the extent provided and in accordance with Paragraphs 1. and 2. of this Article II. Notwithstanding the foregoing eligibility provisions, or any other provisions of this Plan, an Employee’s prior Years of Service shall always be considered in determining the satisfaction of the eligibility requirements if such termination period is not a period of consecutive One (1)-year Breaks in Service which equals or exceeds the greater of five (5), or the aggregate number of Years of Service before such termination period. If any Years of Service are not required to be taken into account by reason of a period of Breaks in Service to which the foregoing provisions of this Paragraph 8. apply, such Years of Service shall not be taken into account in applying such provisions to a subsequent period of Breaks in Service.

Any period of absence from work, not exceeding the hours described in subparagraphs A. and B., below, by an Employee for any period by reason of the pregnancy of the Employee; by reason of the birth of a child of the Employee; by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or for the purpose of caring for such child for a period beginning immediately following such birth or placement shall be treated as Hours of Service, solely for purposes of determining whether a One (1)-year Break in Service has occurred with respect to Years of Service for purpose of eligibility for participation in this Plan. The Hours of Service described in this Paragraph 9. are:

Provided, that no credit will be given pursuant to this Paragraph 9. unless the individual furnishes to the Committee such timely information as it may reasonably require to establish that the absence from work is for reasons referred to hereinabove, and the number of days for which there was such absence.

The hours described in this Paragraph 9. shall be treated as Hours of Service only in the year in which the absence from work begins, if an Employee would be prevented from incurring a One (1) year Break in Service in such year solely because the period of absence is treated as Hours of Service as hereinabove provided; or in any case, in the immediately following year. For purposes of application of the foregoing rules in this Paragraph 9. the term “year” means the twelve (12) month period beginning on the first day of employment with the Company and each anniversary thereof.

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The Board of Directors, or the Committee at the Board of Directors’ direction, shall determine on a uniform and nondiscriminatory basis, in accordance with any agreement to which the Company shall be a party, or by which it shall be bound, and in a manner not inconsistent with law, which persons, if any, who become employees of the Company as a result of a merger or consolidation or the acquisition of a substantial portion of the assets or stock of a corporation shall be eligible for participation in this Plan.

Where in connection with a merger, consolidation, or acquisition of assets, property or stock by the Company from or of another corporation or entity, individuals who were employees of such other corporation or entity become Employees of the Company, the Board of Directors, or the Committee at the Board of Directors’ direction, may determine on a uniform and nondiscriminatory basis, in accordance with any agreement to which the Company shall be a party, or by which it shall be bound, and in a manner not inconsistent with law, whether employment with such other corporation or entity preceding such transaction or the Company’s acquisition of stock of, or property from it, shall be deemed to be employment for eligibility purposes under this Plan; provided, that the determination of deemed service for eligibility or similar determinations in any particular instance of the acquisition of stock or assets by the Company pursuant to the foregoing provisions of this Paragraph 10., shall not be effective or control with respect to the employees of any other corporation in any prior or subsequent acquisition of stock or assets of another corporation by the Company.

Notwithstanding any provisions of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service of an Employee will be provided in accordance with the special rules relating to veterans reemployment rights under USERRA in Code Section 414(u).

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ARTICLE III.

COMPANY CONTRIBUTIONS

PARAGRAPH

The contributions by the Company to the Trust of the Plan are to be in accordance with the following:

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The contributions to the Trust of the Plan by the Company are to be allocated as follows:

Contributions by and from the Company to the Trust and Plan may be made in cash or other property in kind; provided, that no assets may be contributed if such contribution would constitute a prohibited transaction under Code Section 4975, or corresponding provisions of Section 406 of ERISA, if applicable.

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ARTICLE IV.

ROLLOVERS, TRANSFERRED ACCOUNTS

PARAGRAPH

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this paragraph, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

For purposes of this paragraph, the following definitions shall apply:

(1) “Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

(2) “Eligible Retirement Plan” means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 401(a)(3), an annuity contract described in Code Section 403(b), a qualified trust described in Code Section 401(a), or an eligible plan under Code Section 457(b) which is maintained by state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.

(3) “Distributee” means an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse.

(4) “Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

With the prior written approval of the Committee, a Participant in this Plan may make a rollover contribution of all or part of a qualifying rollover distribution to such Participant from a trust which is a part of a separate qualified pension or profit-sharing plan of the Company or any subsidiary of the Company. The allowance of any rollover contribution shall be at the discretion of the Committee, and only in accordance with such terms and conditions as the Committee may

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prescribe. The Participant’s rollover contribution shall constitute an additional deposit in, and become a part of the accounts of the Participant for all purposes of the Plan, and become subject to all the terms and provisions of this Plan, except that the Company shall have no obligation to contribute any amount, out of its net earnings and earned surplus, or otherwise, to or for the benefit of a Participant on account of any such rollover contribution by the Participant. Any Participant’s rollover contribution shall be received, deposited, held, and invested in such manner as the Committee shall by regulation prescribe, consistent with the investment and accounting provisions of this Plan.

For purposes of this Paragraph 2., a “qualified pension or profit-sharing plan” shall mean a plan qualified under Section 401(a) of the Code and ERISA; and a “qualifying rollover distribution” shall mean a distribution to a Participant from a trust which forms a part of the Company or a subsidiary qualified pension or profit-sharing Plan which distribution constitutes a distribution qualifying for rollover to this Plan pursuant to Code Section 402(c) (or corresponding provision of any future federal tax code).

The Company may, from time to time, direct the Trustee to receive, accept transfers of, and hold as a part of the Trust, deposits or transfers of the funds, deposits, property, assets, and/or accounts of Participants, or employees of any subsidiary of the Company, from a trust which is part of any other qualified defined benefit plan or qualified defined contribution plan of the Company or any subsidiary of the Company. Any such deposit or transfer shall be subject to prior written approval of the Company, and may be pursuant to a modification, continuation, termination, partial termination, consolidation or merger with, or replacement of any such other Company plan or subsidiary plan which may be adopted by the Company or the subsidiary employer, or pursuant to any other arrangement mutually determined and agreed upon by the Company and a subsidiary and/or the subsidiary employee (or Participant). If an employee of the Company or of a subsidiary of the Company whose account is so transferred is otherwise eligible and not already participating in the Plan, he/she shall become a Participant at the time of such transfer and deposit. Any funds or property from the account of a Participant under another Company plan or a subsidiary plan which are so transferred and accepted by the Trustee shall be received and deposited in full to an account or accounts of that Participant under this Plan, and shall thereupon become a part of the Trust held for the account of that Participant in accordance with all the terms and provisions of the Plan. The Committee shall determine and prescribe reasonable and appropriate procedures, certifications, and other requirements to be accomplished and performed by the Company, the Trustee, the Participant, any such subsidiary and the plan administrator and trustee of such other Company plan or subsidiary plan, in order to assure an effective and satisfactory transfer of trust funds, and any such transfer shall be conditioned upon compliance with all such requirements. Notwithstanding any of the foregoing, the Company shall have no obligation to make any matching or other additional contributions to the Plan to or for the benefit of any Participant by reason of any such transfer or deposit to the Trust under this Paragraph 3.

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The Company may, from time to time, direct the Trustee to receive, accept transfers of, and hold as a part of the Trust, deposits or transfers of the funds, deposits, property, assets, and/or accounts of Participants from a trust which is part of any qualified defined contribution plan of another employer. Any such deposit or transfer shall be subject to prior written approval of the Company, and may be pursuant to a modification, continuation, termination, partial termination, consolidation or merger with, or replacement of any such other plan which may be adopted by the Company, or pursuant to any other arrangement mutually determined and agreed upon by the Company and such other employer. If an employee of the Company whose account is so transferred is otherwise eligible and not already participating in the Plan, he/she shall become a Participant at the time of such transfer and deposit. Any funds or property from the account of a Participant under the plan of another employer which are so transferred and accepted by the Trustee shall be received and deposited in full to an account or accounts of that Participant under this Plan, and shall thereupon become a part of the Trust held for the account of that Participant in accordance with all the terms and provisions of the Plan. The Committee shall determine and prescribe reasonable and appropriate procedures, certifications, and other requirements to be accomplished and performed by the Company, the Trustee, the Participant, the plan administrator and trustee of such other employer plan, in order to assure an effective and satisfactory transfer of trust funds, and any such transfer shall be conditioned upon compliance with all such requirements. Notwithstanding any of the foregoing, the Company shall have no obligation to make any matching or other additional contributions to the Plan to or for the benefit of any Participant by reason of any such transfer or deposit to the Trust under this Paragraph 4.

Participants in the Plan shall have the right to make direct rollover contributions to the Trust of the Plan of assets from a qualified defined contribution plan or trust of another employer, or from a conduit Individual Retirement Account. Any such assets so transferred to the Trust of the Plan shall be accompanied by written instructions from the other employer, trustee or custodian transferring such assets setting forth the name of the Participant for whose benefit such assets are being transferred, and showing the respective contributions of the employer, if any, and the Participant, the current value of the assets attributable thereto, and such other information as the Committee and Trustee consider reasonably required in order for the Trustee to receive, hold and administer such assets in the Trust of the Plan. Upon receipt by the Trustee of such assets for a Participant, the Trustee shall place such assets in a segregated fund or account for the Participant, and the Participant shall be deemed to be fully vested and have a nonforfeitable interest in such assets. The making of such a rollover transfer to the Trust shall not constitute a contribution or deposit entitling a Participant to any matching contribution by the Company. Notwithstanding anything to the contrary expressed or implied herein, unless the Plan generally provides a life or joint and survivor annuity form of distribution benefit, the Plan shall not be a direct or indirect transferee of or from any defined benefit pension plan, money purchase pension plan, profit sharing plan, stock bonus plan or other plan which is subject to the joint and survivor annuity requirements of Code Sections 401(a)(11) and 417.

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ARTICLE V.

LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

PARAGRAPH

Company contributions, and other contributions under the Plan shall be limited as provided in this Article V.

The maximum Annual Additions credited to a Participant’s Account shall not exceed the lesser of $40,000 or one hundred percent (100%) of the Participant’s annual compensation from the Company. For the purposes of this paragraph, the “Annual Additions” are equal to the sum for any year of (i) employer contributions and (ii) the Participant’s contributions (but not including any rollover contributions as defined in the Code). Contributions allocated to any individual medical account which is part of a pension or annuity plan shall also be treated as an Annual Addition to a defined contribution plan, to the extent provided in Code Section 415(l); and any amount attributable to medical benefits allocated to a separate account for post-retirement medical benefits for a key employee shall be treated as an Annual Addition to a defined contribution plan to the extent provided in Code Section 419(A)(d). The limitation year for purposes of the limitations on Annual Additions is the Plan Year, which is the twelve (12) month period beginning on January 1 and ending on the subsequent December 31.

For purposes of this Paragraph 2., the term “compensation” means the Participant’s wages, salaries, fees for professional services, and other amounts received for personal services actually rendered in the course of employment with the Company (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses). The term “compensation” shall include (i) any elective deferral as defined in Code Section 402(g)(3), and (ii) any amount which was contributed or deferred by the Company at the election of the Participant and which is not includible in gross income of the Participant by reason of Code Section 125. The term “compensation” shall not include (i) Company contributions to a plan of deferred compensation to the extent the contributions are not included in the gross income of the Employee for the taxable year in which contributed, on behalf of an Employee to a simplified employee pension plan described in Code Section 408(k) to the extent such contributions are deductible by the Employee under Code Section 219(b) and any distributions from a plan of deferred compensation, regardless of whether such amounts are includible in the gross income of the Employee when distributed; (ii) amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; or (iv) other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee), or contributions made by the Company (whether or not under a salary reduction

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agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether or not the contributions are excludible from the gross income of the Employee).

The foregoing definitional provisions of this Paragraph 2. shall apply solely thereto. For purposes of applying the limitations of this Paragraph 2., amounts included as compensation are those actually paid or made available to a Participant within the Plan Year.

The maximum benefit limitation of forty thousand dollars ($40,000) shall be adjusted to reflect increases in the cost of living applicable thereto in accordance with the Code and regulations prescribed by the Secretary of Treasury.

All defined contribution plans of the Company, including the Thrift Plan, shall be treated together with this Plan as one defined contribution plan in determining the combined plan maximum annual limitation.

The combined maximum annual limitation of this Plan and all other defined contribution plans of the Company that are treated together as one defined contribution plan shall be applied and administered from time to time by the Committee and the plan administrators of each such other defined contribution plan in such uniform and consistent manner as the Committee and such other plan administrators determine is administratively feasible to provide the most favorable opportunity for deferral of compensation and accrual of retirement savings by all Employees who are Participants in this Plan and participants in any such other defined contribution plans of the Company.

If as a result of the allocation of any forfeitures, a reasonable error in estimating a Participant’s annual Compensation, or under other limited facts and circumstances which justify the availability of the rules set forth in Treasury Regulation 1.415-6(b)(6), the Annual Additions under the terms of this Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the limitation year to be exceeded, the excess amounts shall not be deemed Annual Additions in that limitation year and such excess amounts in the Participant’s Account must be disposed of as hereinafter provided. Any elective deferrals (plus attributable earnings), to the extent they would reduce the excess amount shall be distributed to the Participant. If an excess still exists, the excess amount will be used to reduce Company contributions for the next limitation year (and succeeding limitation years, as necessary) for that Participant if that Participant is covered by the Plan as of the end of the limitation year. However, if that Participant is not covered by the Plan as of the end of such limitation year, then the excess amounts must be held unallocated in a suspense account for the limitation year and allocated and reallocated in the next limitation year to all remaining Participants in the Plan. However, if such allocation or reallocation of the excess amounts pursuant to the provisions hereof causes the limitations of Code Section 415 to be exceeded with respect to each Participant for the limitation year, then these amounts must be held unallocated in a suspense account. If such a suspense account is in existence at any time during a particular limitation year, other than the limitation year described in the preceding sentence, all amounts in the suspense account must be allocated or reallocated to Participants’ accounts as herein provided, (subject to the limitations of Code Section 415) before any Company contributions which would constitute Annual Additions may be made to the Plan for that limitation year. The excess amounts must be used to reduce Company contributions for the next limitation year (and

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any succeeding limitation years, as necessary). Excess amounts may not be distributed to Participants or former Participants.

Except as otherwise expressly provided in the Plan, the Trustee shall hold the Company’s contributions in the respective Participants’ Accounts, subject to the provisions of the Plan; and no part of those contributions shall be recoverable by the Company, nor shall they be used for, or diverted to any other purpose, except for return thereof to the Company in the case and to the extent of its contributions having been made by reason of a mistake of fact, in which case the return to the Company of the amount involved shall be made within one (1) year of the mistaken contribution; and if a contribution to the Plan conditioned upon the deductibility of the contribution under Code Section 404, as provided in Paragraph 5. of this Article V, then such contribution may be returned to the Company (to the extent disallowed) within one (1) year after the disallowance of the deduction; provided, that any contribution for a Participant which exceeds the limitations provided in Paragraph 2. of this Article V shall be distributed to the Participant as directed by the Committee within a reasonable period of time consistent with requirements for distributing excess deferrals under the Code and regulations thereunder.

This Plan is intended to be a qualified profit sharing plan and not a money purchase pension plan within the meaning of Code Sections 401(a)(1) and 401(a) (27) with respect to any Company contributions of one percent (1%) of Participant Compensation pursuant to the provisions of subparagraph 1.A. of Article III, above, which contributions may be made without regard to the amount of current or accumulated earnings and profits of the Company; and the Plan is also intended to be a qualified profit sharing plan and not a money purchase pension plan within the meaning of Code Sections 401(a)(1) and 401(a)(27) with respect to the discretionary additional Company contributions provided for in subparagraph 1.B. of Article III, above; provided, that with respect to such profit sharing contributions, if at any time the Company’s net earnings and earned surplus as reflected by its books of account are insufficient to permit the making in full therefrom of a contribution by the Company hereunder for a Plan Year, such contribution shall not be required to be made, or the Company may make such contribution only to the extent, if any, that such net earnings, earned surplus, and accumulated earnings and profits are sufficient, and any amount not so contributed shall not be made up even though such earnings and profits thereafter become sufficient therefor; provided further, however, that the portion of this Plan which constitutes an employee stock ownership plan is intended to be a stock bonus plan within the meaning of Code Sections 401(a) and 4975(e)(7), and the Treasury regulations thereunder which is established and maintained by the Company to provide benefits similar to those of a profit-sharing plan except that the contributions by the Company are not necessarily dependent upon profits and the benefits are distributable in stock of the Company.

In no event, however, shall Company contributions be made in excess of the amount deductible under Code Section 404, or other applicable federal law now or hereafter in effect.

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ARTICLE VI.

INVESTMENT PROVISIONS

PARAGRAPH

The amounts allocated to Participant Accounts shall be invested by the Trustee in accordance with this Article VI and the provisions of Article XII, below.

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A Participant may, by written, telephone voice response, or internet or electronic media direction to the Committee, and in turn to the Trustee, as provided above, direct that his/her deposits and account, the Company’s contributions and any other cash be deposited in such investment options.

The investments selected and directed by Participants may increase or decrease in value due to changes and fluctuations in market conditions and other circumstances, and the Company, Committee and Trustee do not warrant or guarantee, by or under the Plan or otherwise, the value of any security or other investment directed by a Participant hereunder.

Notwithstanding the foregoing, the investment by a Participant who is a Section 16 Person shall be subject to the limitations and restrictions and other provisions of this Article with respect to any Discretionary Transactions involving the investment of his/her deposits, the Company’s contributions and any other cash attributable to his/her Participant Account.

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The Trustee will comply with the directions of a Participant with respect to investment, sale and reinvestment as soon as practicable after receipt of such direction if they are given and received in accordance with one of the foregoing authorized means of communicating such directions; provided, however, that in the case of directions to purchase securities, the Trustee will not comply therewith until a means to make such purchase has been adequately provided in respect to the Participant’s Account. With respect to purchases of Common Stock from the Company, the Trustee shall purchase such securities on the day or days of each month on which the Trustee receives the contributions from the Participants and the Company or receives dividends on the Common Stock held by the Trustee. The Committee may establish such rules, regulations and procedures as it determines, in its discretion, to be necessary and appropriate for administering Participant directions of investment under the Plan. The Trustee, in its discretion, may limit the daily volume of its purchases or sales of a security to the extent that such action is deemed by it to be in the best interest of the Participants directing such purchases or sales.

In the event that any option, rights, or warrants shall be granted or issued with respect to a security held by the Trustee under the Plan, the Trustee, to the extent possible, shall give to the Participant in whose Participant Account such security is held a reasonable opportunity (which in any event shall not extend beyond five (5) days prior to the date of expiration of the options, rights, or warrants) to direct the Trustee to exercise such options, rights, or warrants, and if the Committee determines, in its sole discretion, it to be allowable, by any cash that shall be required in connection with such exercise, such Participant shall, simultaneously with his/her direction to the Trustee, make available to the Trustee the necessary funds. Such funds may be made available to the Trustee by payment thereof in cash or by written direction to the Trustee in form prescribed by the Committee to use cash held by the Trustee in the Participant’s Account or obtained from the sale of any security in such account as determined by the Committee. Cash payments, if any, made by a Participant to the Trustee in connection with the exercise of any such options, rights, or warrants shall constitute an additional deposit in the Participant Account for all purposes of the Plan, except that, for a period of twelve (12) months after making any such payment, the Participant shall have the right, by written request to the Trustee in form

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prescribed by the Committee, to receive payment from the Trustee out of any cash available in the Participant’s Account an amount equal to the cash so paid, and such payment to the Participant shall not constitute a withdrawal within the meaning of any other Article of the Plan. Any securities acquired as the result of the exercise of any such options, rights, or warrants shall be added to the Participant’s Account. If a Participant shall not, within the time designated by the Trustee, direct the Trustee to exercise any such option, right, or warrant and make available to the Trustee any necessary funds, the Trustee shall sell such option, right, or warrant in the open market, if there be any market thereof. The cash proceeds from the sale of any options, rights, or warrants shall be credited to the Participant’s Account.

Provided, that a Participant who is a Section 16 Person shall be subject to the limitations, restrictions and other provisions of Paragraph 9. of this Article VI, below, with respect to any options, rights or warrants granted or issued with respect to any security held by the Trustee of the Plan that is a security issued by the Company, if the exercise or other action by the Participant pursuant to this Paragraph 4. is a Discretionary Transaction, as defined in such Paragraph 9.

In the case of the redemption of any nontransferable security or on the maturity thereof, the Participant in whose Participant Account such security is held shall take such steps as the Trustee may prescribe in order to effect the redemption or collection thereof by the Trustee.