-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NLSblTkxjjAgCIF1F6rBlS2V0TA8YAzNecKHWua/yqDAnUpu5prR5QBXoflfj4JD CM5wQZaWsd6NdV7l8OhOpg== 0000950134-96-003144.txt : 19960627 0000950134-96-003144.hdr.sgml : 19960627 ACCESSION NUMBER: 0000950134-96-003144 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960626 EFFECTIVENESS DATE: 19960715 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONEOK INC CENTRAL INDEX KEY: 0000074154 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 730383100 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06857 FILM NUMBER: 96586060 BUSINESS ADDRESS: STREET 1: 100 W FIFTH ST CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185887000 FORMER COMPANY: FORMER CONFORMED NAME: OKLAHOMA NATURAL GAS CO DATE OF NAME CHANGE: 19810111 S-8 1 FORM S-8 THRIFT PLAN FOR EMPLOYEES 1 Registration No. 33-_____ ________________________________________________________________________________ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ Thrift Plan for Employees of ONEOK Inc. and Subsidiaries ______________________ ONEOK INC. 100 West Fifth Street, Tulsa, Oklahoma 74103 (Name of the issuer of the equity securities being offered pursuant to the Plan and the address of its principal office) DELAWARE 73-0383100 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) J. D. NEAL DONALD. A. KIHLE Vice President, Chief Financial 100 West Fifth Street Officer and Treasurer Suite 1000 100 West Fifth Street Tulsa, Oklahoma 74103 Tulsa, Oklahoma 74103 (918) 585-8141 (918) 588-7000 (Names, addresses, and telephone numbers of agents for service) ____________________ Appropriate date of commencement of proposed sale pursuant to the Plan: from time to time after the effective date hereof. ________________________________________________________________________________ CALCULATION OF REGISTRATION FEE ________________________________________________________________________________ Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities Amount to be Price Offering Registration to be Registered Registered(1) Per Unit(2) Price(3) Fee ________________________________________________________________________________ ________________________________________________________________________________ Common stock, without par value 3,000,000 Shares $25.25 $75,750,000 $26,121 ________________________________________________________________________________ Exhibits Index on Page 5. 2 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests in the Plan to be offered or sold pursuant to the employee benefit plan described herein. (1) Represents the estimated maximum amount of common stock of ONEOK Inc. (hereinafter referred to as "Common Stock") which could be contributed or acquired under the Thrift Plan for Employees of ONEOK Inc. and Subsidiaries (hereinafter referred to as the "Plan") either directly from ONEOK Inc. (hereinafter referred to as the "Company"), or from purchases in the open market during the years of operation of the Plan. (2) Based on price of $25.25 per share of the Common Stock, the average sales price of the Common Stock published in The Wall Street Journal reports of the New York Stock Exchange Composite Transactions for June 19, 1996. (3) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee. 3 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to employees as specified in Rule 428(b)(1). These documents (and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement) taken together, constitute the prospectus for purposes of Section 10(a) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE The Company and the Plan hereby incorporate by reference in this Registration Statement the following documents of the Company (SEC File No. 1-2572) heretofore filed with the Securities and Exchange Commission: (a) The Company's Annual Report on Form 10-K for the year ended August 31, 1995. (b) All other reports filed by the Company or the Plan pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31, 1995, which includes the Company's Quarterly Reports on Form 10-Q dated November 30, 1995, and February 29, 1996; and Current Report on Form 8-K dated April 22, 1996. (c) In addition, there is incorporated herein by reference all documents filed subsequent to the date hereof, by the Company and the Plan pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities have been sold or which deregisters all securities then remaining unsold. Such documents are deemed to be a part hereof from the date of filing of such documents. ITEM 4 DESCRIPTION OF SECURITIES The following is a description of the Company's Common Stock. Holders of ONEOK Inc. Common Stock are entitled to (1) vote for each share held of record. Subject to the preferential rights of the holders of the Corporation's Preferred Stock and Preference Stock, the holders of Common Stock are entitled to receive any Dividends that may be declared by the Corporation's Board of Directors from funds legally available therefor and to share pro rata in the net assets of the Corporation upon liquidation. Holders of Common Stock have no preemptive rights and no rights to convert their Common Stock into any other securities of the Corporation. All outstanding shares of Common Stock are fully paid and are not subject to calls or assessments. Each share of Common Stock includes an associated preference stock purchase right (the Right) under the Corporation's Shareholder Rights Plan, (the Rights Plan), which entitles the holder of the Right, under certain circumstances specified in the Rights Plan, to purchase one one-hundredth (1/100) of a share of Series A Participating Preference Stock of the Corporation for each Right. Of the Series A Preference Stock, a total of 200,000 shares have been reserved for this purpose. The designation of the Rights is incorporated by reference into this Prospectus. 3 4 ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the securities which may be purchased under the Plan has been passed upon by the firm of Arrington Kihle Gaberino & Dunn, Inc., 100 West Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company. The firm of Arrington Kihle Gaberino & Dunn, Inc., has reviewed the statements made as to matters of law and legal conclusions under "Securities to be Offered" and such statements are set forth in the documents which form a part of the prospectus in reliance upon its authority as an expert. ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS Pursuant to Article VIII of the bylaws of the Company, upon authorization and determination either (1) by the board of directors by a majority of a quorum consisting of directors who were not parties to the action, suit, or proceeding involved; (2) if such a quorum is not obtainable, or even if obtainable and a quorum of disinterested directors so directs, by independent counsel in a written opinion; or (3) by the stockholders, the Company is obligated to indemnify any person who incurs liability by reason of the fact that he is or was a director, officer, employee, or agent of the Company, or is or was serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a member of any committee or similar body, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, in an action by or in the right of the Company, no indemnification will be made if such person shall be adjudged to be liable to the Company, unless such indemnification is allowed by a court of competent jurisdiction. Under insurance contracts obtained by the Company, coverage of Company officers and directors against liability for neglect, errors, omissions, or breaches of duty in their capacities as such is provided for both the Company, to the extent that it is obligated to indemnify such officers and directors, and the officers and directors themselves. Such coverage is provided in the amount of $75,000,000 with a retained limit by the Company of $250,000. The insurance companies are obligated to pay covered losses in excess of the $250,000 retained limit, up to the policies' limits of $75,000,000. Among the policies' exclusions are those which exclude coverage for accounting for profits made within the meaning of Section 16(b) of the Securities Act of 1934, claims based upon or attributable to directors and officers gaining any personal profit or advantage to which such individuals are not legally entitled, and for any claims brought about or attributable to the dishonesty of an officer or director. The registrant has been advised that, in the opinion of the Securities and Exchange Commission, provisions providing for the indemnification by a corporation of its officers, directors, and controlling persons against liabilities imposed by the Securities Act of 1933 are against public policy as expressed in said Act and are therefore unenforceable. It is recognized that the above-summarized provisions of the registrant's bylaws and the applicable Delaware General Corporation Law may be sufficiently broad to indemnify officers, directors, and controlling persons of the registrant against liabilities arising under said Act. Therefore, in the event that a claim of indemnification against liability under said Act (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) shall be asserted by an officer, director, or controlling person under said provisions, the registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification by it is against public policy as expressed in said Act and will be governed by the final adjudication of such issue. 4 5 ITEM 8 EXHIBITS The following exhibits are attached hereto or incorporated by reference herein:
Page Number or Incorporation by Reference to ---------------- (4)(a) Third Restated Certificate of Incorporation of ONEOK Inc. Exhibit (3)(a) to Annual Report on Form 10-K dated August 31, 1994 (4)(b) Bylaws of ONEOK Inc., as Amended Exhibit (3)(b) to Annual Report on Form 10-K dated August 31, 1994 (5) Opinion of Arrington Kihle Gaberino & Dunn, Inc. (23)(a) Consent of Arrington Kihle Gaberino & Dunn, Inc. (23)(b) Independent Auditors' Consent (24) Powers of Attorney (Included on pages 8, 9, and 10) (99) Thrift Plan for Employees of ONEOK Inc. and Subsidiaries, as Amended and Restated September 21, 1995
5 6 ITEM 9 UNDERTAKINGS a. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (c) To include any material information with respect to the Plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs a. (1) (a) and a. (1) (b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. b. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. c. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, the latest Annual Report to Shareholders unless such employee otherwise has received a copy of such report, in which case the registrant shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If the last fiscal year of the registrant has ended within 120 days prior to the use of the prospectus, the Annual Report of the registrant of the preceding fiscal year may be so delivered, but within such 120-day period the Annual Report for the last fiscal year will be furnished to each such employee. The undersigned registrant hereby undertakes to transmit or cause to be transmitted to all employees participating in the Plan who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements, and other communications distributed to its stockholders generally. d. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such 6 7 indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 8 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa and the State of Oklahoma, on this 20th day of June 1996. ONEOK Inc. By: LARRY BRUMMETT ------------------------------------ Larry Brummett, Chairman of the Board, President, and Chief Executive Officer 8 9 POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes Larry Brummett and J. D. Neal, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this registration statement, including any and all post-effective amendments and all instruments necessary or incidental in connection therewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned certify that to the best of their knowledge and belief, the registrant meets all the requirements for filing on Form S-8. This registration statement has been signed below by the following persons in the capacities indicated in the City of Tulsa and the State of Oklahoma, on this 20th day of June 1996. LARRY BRUMMETT J. D. NEAL - ------------------------------- ----------------------------- Larry Brummett J. D. Neal Chairman of the Board, Vice President, President, Chief Executive Chief Financial Officer, and Officer, and Director Treasurer E. G. ANDERSON B. H. MACKIE - ------------------------------- ----------------------------- E. G. Anderson B. H. Mackie Director Director W. M. BELL D. A. NEWSOM - ------------------------------- ----------------------------- W. M. Bell D. A. Newsom Director Director D. R. CUMMINGS G. D. PARKER - ------------------------------- ----------------------------- D. R. Cummings G. D. Parker Director Director W. L. FORD J. D. SCOTT - ------------------------------- ----------------------------- - W. L. Ford J. D. Scott Director Director J. M. GRAVES G. R. WILLIAMS, M.D. - ------------------------------- ----------------------------- J. M. Graves G. R. Williams, M.D. Director Director S. J. JATRAS S. L. YOUNG - ------------------------------- ----------------------------- S. J. Jatras S. L. Young Director Director D. L. KYLE - ------------------------------- D. L. Kyle Director 9 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Plan has caused this registration statement to be signed on its behalf by the undersigned in their capacity as members of the Thrift Plan Committee, thereunto duly authorized, in the City of Tulsa and the State of Oklahoma, on this 20th day of June 1996. THRIFT PLAN FOR EMPLOYEES OF ONEOK INC. AND SUBSIDIARIES LARRY BRUMMETT - ------------------------------- Larry Brummett, Chairman D. L. KYLE - ------------------------------- D. L. Kyle, Member J. D. NEAL - ------------------------------- J. D. Neal, Member N. E. DUCKWORTH - ------------------------------- N. E. Duckworth, Secretary L. F. FORE - ------------------------------- L. F. Fore, Authorized Representative and Fiduciary The Plan does not have any officers or directors or persons performing similar functions other than the committee members whose signatures appear above. 10 11 EXHIBIT INDEX
Page Number or Exhibit Incorporation by No. Description Reference to - ------- ----------------------------- ---------------- (4)(a) Third Restated Certificate of Incorporation of ONEOK Inc. Exhibit (3)(a) to Annual Report on Form 10-K dated August 31, 1994 (4)(b) Bylaws of ONEOK Inc., as Amended Exhibit (3)(b) to Annual Report on Form 10-K dated August 31, 1994 (5) Opinion of Arrington Kihle Gaberino & Dunn, Inc. (23)(a) Consent of Arrington Kihle Gaberino & Dunn, Inc. (See Item 5) (23)(b) Independent Auditors' Consent (24) Powers of Attorney (Included on pages 8, 9, and 10) (99) Thrift Plan for Employees of ONEOK Inc. and Subsidiaries, as Amended and Restated September 21, 1995
EX-5 2 OPINION OF ARRINGTON KIHLE GABERINO & DUNN, INC. 1 EXHIBIT 5 LAW OFFICES ARRINGTON KIHLE GABERINO & DUNN John L. Arrington, Jr. A Professional Corporation Thomas J. Kirby Barry K. Beasley 1000 ONEOK Plaza Sheppard F. Miers, Jr. Rebecca Brett 100 West Fifth Street Jennifer E. Mustain Stuart D. Campbell Tulsa, Oklahoma 74103-4219 Michael V. Snyder Patrick W. Cipolla -- John M. Sharp C. Burnett Dunn (918) 585-8141 Sidney K. Swinson John A. Gaberino, Jr. -- -- Vivian C. Hale Telecopier (918) 588-7873 Oklahoma City Office Larry D. Henry 2212 NW 50th, Suite 163 Robert A. Huffman, Jr. Oklahoma City, OK 73112 J. Clarke Kendall II (405) 840-4408 Donald A. Kihle Telecopier (405) 843-9090
June 20, 1996 ONEOK Inc. 100 West Fifth Street Tulsa, Oklahoma 74103 Re: S-8 Registration Statement Under the Securities Act of 1933, Relating to the Shares of Common Stock of ONEOK Inc. in Relation to the Thrift Plan and Interests of the Participants in the Thrift Plan Gentlemen: We understand that ONEOK Inc., a Delaware corporation (hereinafter referred to as the "Company"), will file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a Form S-8 Registration Statement relating to the registration of Plan interests, and registration of shares of the Company's Common Stock with respect to the Thrift Plan for Employees of ONEOK Inc. and Subsidiaries (the "Plan"). We have examined (a) the above-mentioned Registration Statement which will be filed with the Securities and Exchange Commission; (b) the Third Restated Certificate of Incorporation and Bylaws of the Company, as amended; (c) the Thrift Plan for Employees of ONEOK Inc. and Subsidiaries and the corporate actions taken by the Board of Directors in connection with the Registration Statement and related matters; and (d) such other corporate records, certificates of public officials and officers of the Company and other documents as we have considered relevant to the matters covered by this opinion. In connection with the foregoing, as counsel for the Company, we wish to advise you as follows: 2 ONEOK Inc. June 20, 1996 Page 2 1. The Company is a corporation validly organized and existing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in the State of Oklahoma. 2. The filing of the above-mentioned Registration Statement has been duly authorized by the proper corporate action on the part of the Company. 3. Assuming the Shares are being issued in compliance with the terms and conditions of the Plan, when the certificates for the Shares have been executed by the proper officer of the Company, countersigned by the Transfer Agent and registered by the Registrar thereof, the certificates for such Shares will represent, and the Shares will constitute, duly authorized, legally issued, fully paid, non-assessable, valid and legal shares of the Common Stock of the Company. 4. When an employee of the Company becomes a participant in the Plan, such employee is thereby entitled to an interest in the Plan according to the provisions of the Plan and the elections made by the participant from time to time. Such interests in the Plan, when created in accordance with the provisions of the Plan, will constitute legally issued, fully paid and non-assessable interests except as may be set forth in the Plan. The statements of law and legal conclusions made in the documents constituting the prospectus furnished in connection with the Registration Statement pertaining to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), have been reviewed by us and are correct. Where appropriate, the Plan described in the documents constituting the prospectus has been amended to comply with ERISA, and in such manner that such Plan, as necessary, may be qualified under the provisions of the Internal Revenue Code of 1986, as amended ("Code"). The Plan has been qualified under the Code. A copy of the favorable determination letter from the Internal Revenue Service ("IRS") dated June 7, 1993, concerning the Plan has been considered. Since that determination, amendments to that Plan have been made to restate the Plan to conform to the requirements of ERISA and to the extent required by the provisions of the Code and applicable regulations of the IRS affecting its qualification. Subject only to the foregoing, it is our opinion that the written documents comprising the Plan comply with ERISA and the Code. We hereby consent to: 1. Being named in the Form S-8 Registration Statement and documents constituting the prospectus which is being furnished, and in any amendments thereto, as counsel for the Company, passing on legal matters in connection with the issuance of the Common Stock to the Trustee under the Plan; 3 ONEOK Inc. June 20, 1996 Page 3 2. The making in the Form S-8 Registration Statement and documents constituting the prospectus, and in any amendments thereto, of the statements now appearing therein under the caption "interests of Named Experts and Counsel," insofar as they are applicable to us; and 3. The filing of this opinion as an exhibit to the above-mentioned Form S-8 Registration Statement. Very truly yours, ARRINGTON KIHLE GABERINO & DUNN, INC. By /s/ DONALD A. KIHLE ------------------------------------- Donald A. Kihle, President EX-23.(B) 3 INDEPENDENT AUDITORS CONSENT 1 EXHIBIT (23)(b) INDEPENDENT AUDITORS' CONSENT The Board of Directors ONEOK Inc. We consent to the incorporation by reference herein of our report on the Consolidated Financial Statements of ONEOK Inc. as of August 31, 1995 and 1994, and for each of the years in the three-year period ended August 31, 1995, which report appears in the August 31, 1995, Annual Report on Form 10-K of ONEOK Inc. Our report refers to a change in the method of accounting for certain postemployment and postretirement benefit obligations. Tulsa, Oklahoma June 18, 1996 EX-99 4 THRIFT PLAN FOR EMPLOYEES 1 EXHIBIT 99 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES AS AMENDED TO SEPTEMBER 21, 1995
Page ARTICLE Number ------- ------ I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 II. ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 1. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 2. Commencement of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3. Participation Voluntary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 4. Confirmation of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5. Duration of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 6. Reentry of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 7. Breaks in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 8. Maternity and Paternity Absences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 9. Eligibility in Case of Merger, Consolidation, or Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 III. CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 1. Company 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 2. Cash or Deferral Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 3. Time of Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 IV. AFTER-TAX PARTICIPANT CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 1. Percentage of After-Tax Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 2. Change of Percentage of After-Tax Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 3. Deposit by Payroll Deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 4. Transfer to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 V. ROLLOVERS, TRANSFERRED ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 1. Rollover from Other Plans of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 2. Trust to Trust Transfers from Other Plans of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 3. Direct Rollovers From Qualified Plans of Other Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 4. Direct Rollovers to IRAs and Qualified Plans; Withholding of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2 PLAN INDEX - Continued
Page ARTICLE Number ------- ------ VI. SUSPENSION OF SALARY REDUCTIONS, DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 1. Suspension of Reduction in Compensation or After-Tax Deposits by Participant for Deficiency in Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 2. Voluntary Suspension of Reduction in Compensation or After-Tax Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 VII. COMPANY MATCHING CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 1. Company Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 2. Participant's Matching Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 3. Re-entry of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 VIII. LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 2. Elective Reduction in Compensation Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 3. Actual Deferral Percentage Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 4. Limitations on Company Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 5. Separate Application of Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 6. Multiple Use of Alternative Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 7. Maximum Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 8. No Return or Diversion of Contributions Except for Mistake . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 9. Distribution of Excess Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 10. Excess 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 11. Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 12. Qualified Nonelective and Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 13. Plan Not Dependent Upon Earnings; Company Contributions Limited to Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 14. Maximum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3 PLAN INDEX - Continued
Page ARTICLE Number ------- ------ IX. INVESTMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 1. Participant Directed Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 2. Change in Participant's Investment Direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 3. Sale of Investments at Participant Direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 4. Time of Action by Trustee on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 5. Participant Rights as to Options, Rights, and Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 6. Redemption of Nontransferable Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 7. Manner of Holding Cash and Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 8. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 9. Tender Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 10. No Guarantee or Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 X. CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 1. General Charges and Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 2. Calculation of Charges and Credits to Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 3. Commissions, Taxes, and Charges on Security Purchases and Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 4. Investment Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 5. Calculation of Credits for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 XI. VESTING AND LIQUIDATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 1. Vesting of Participant and Company Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 2. Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 3. Distribution of Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 4. Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 5. Participant Election to Defer Distribution . . . . . . . . . . . . . . . . . . . . . . . . 56 6. Sequence of Deferred Distribution of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 7. Deferred Distribution at Age 70 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 8. Distribution of Deferred Accounts at Death of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 9. Mandatory Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 10. Form of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 11. Qualified Domestic Relations Orders: Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
4 PLAN INDEX - Continued
Page ARTICLE Number ------- ------ XII. WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS . . . . . . . . . . . . . . . . . . . . . . . . . 61 1. Withdrawals from 401(k) Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 2. Participant Withdrawals of After-Tax Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 3. Participant Withdrawals of Matching Contributions or Other Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 4. Sequence of Permitted Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 5. Frequency for Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 6. Voluntary Withdrawal After Age 59 1/2 . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 7. Distributions in Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 8. Participant Loan Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 9. No Withdrawal of Loan Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 10. No Withdrawal of Deferred Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 11. Suspension During Approved Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . 69 12. Effect of Termination or Suspension of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 13. No Forfeiture for Suspension or Termination . . . . . . . . . . . . . . . . . . . . . . . . 69 14. Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 15. Valuation of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 XIII. BENEFICIARIES IN THE EVENT OF DEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 1. Surviving Spouse as Primary Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . 71 2. Election and Consent to Alternate Beneficiary or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 3. Designation of Beneficiary or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 4. Payment and Distribution to Beneficiary or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 XIV. SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 XV. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 1. Thrift Plan Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 2. Trust and Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 3. Plan Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 4. Action by Thrift Plan Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 5. Costs of Plan Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 6. Uniform and Nondiscriminatory Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 7. Summary Plan Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 8. Recognition of Agency Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 9. Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 10. Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 11. ONECU Maintenance of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5 PLAN INDEX - Continued
Page ARTICLE Number ------- ------ XVI. NOTICES AND OTHER COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 1. Delivery of Notices and Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 2. Delivery of Communications by Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 XVII. NON-ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 2. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 3. Qualified Domestic Relations Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 XVIII. TERMS OF EMPLOYMENT UNAFFECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 XIX. CONSTRUCTION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 XX. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85 XXI. TOP-HEAVY RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 1. Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 2. Rate of Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 3. Top-Heavy Status Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 4. Top-Heavy Contribution Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 5. Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 6. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 XXII. TRANSFERRED PLAN ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 2. Separate Accounting and Accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 3. Other Plan Provisions Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 4. ONEOK Drilling Plan Transferred Account Annuity Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96 5. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96 6. Consent of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 7. Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 8. Qualified Joint and Survivor Annuity; Qualified Preretirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . 98 9. Notices; Waiver Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 10. Definitions; and Applicable Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
6 PLAN INDEX - Continued
Page ARTICLE Number ------- ------ XXIII. MODIFICATION AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105 1. Amendment and Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105 2. Limit to Effect of Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 3. Participant Rights in Case of Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 4. Nonforfeitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 5. Termination Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
7 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES AS AMENDED TO SEPTEMBER 21, 1995 INTRODUCTORY STATEMENT This Plan is an amendment, restatement, and continuation of the Thrift Plan for Employees of ONEOK Inc. and Subsidiaries. This amended and restated Plan replaces all prior documents and amendments, and is effective as of the Effective Date determined by the Board of Directors of ONEOK Inc. and its subsidiaries. This Plan has also been adopted and is maintained by ONEOK Employees Credit Union for the exclusive benefit of its eligible employees. The purposes of the Plan and the Trust established thereunder are to provide for deferred compensation and benefits for eligible employees through a qualified profit-sharing plan under the Internal Revenue Code of 1986, following the consolidation and merger of the ONEOK Inc. and Subsidiaries Employee Savings Plan (Employee Savings Plan) with this Plan, the amendment and restatement of the Plan, and the merger and consolidation of the trust under the Employee Savings Plan with the trust of this Plan, in conjunction with the amendment and restatement of this Plan. -1- 8 ARTICLE I DEFINITIONS As used in this Plan, unless otherwise required by the context, the following words and phrases shall have the meanings indicated: PARAGRAPH A. Accrued Benefit The balance of all accounts established and maintained for a Participant pursuant to this Plan. A Participant's Accrued Benefit from Company contributions as of any applicable date is the excess, if any, of the Accrued Benefit of such Participant as of such date over the Accrued Benefit of such Participant derived from contributions made by such Participant on such date; and the Accrued Benefit derived from contributions made by a Participant as of any applicable date is the balance of the Participant's Accounts consisting only of his/her contributions and the income, expenses, gains and losses attributable thereto. B. Actual Deferral The Actual Deferral Percentage for a specified group of Employees (either Percentage Highly Compensated Employees or all other Employees eligible to participate in this Plan who are not Highly Compensated Employees) for a Plan Year is the average of the ratios, calculated separately for each employee in such group, of the amount of the Employer's 401(k) Contribution paid on behalf of each such Employee for the Plan Year to such Employee's Compensation for the Plan Year. The Employer may, from time to time in its discretion, and to the extent permitted by Section 401(k) of the Code, calculate such ratios by adding to the 401(k) Contribution for such Employee the Matching Contribution paid for the benefit of such Employee and qualified nonelective contributions (within the meaning of Code Section 401(m)(4)(C)). C. After-Tax The deposits and contributions of Participants made to this Plan pursuant Participation Deposits to paragraph 1. of Article IV.
-2- 9 ARTICLE I - DEFINITIONS PARAGRAPH D. 401(k) Contribution The amount contributed by the Company in accordance with paragraph 1. of Article III. E. 401(k) Contribution The account of a Participant established and maintained for 401(k) Account Contributions of the Company made for such Participant in accordance with paragraph 2. of Article III. F. Board or Board of The Board of Directors of the Company. Directors G. Code The Internal Revenue Code of 1986, as amended. H. Committee The Thrift Plan Committee created by paragraph 1. of Article XV hereof. I. Company ONEOK Inc. and Subsidiaries, Delaware corporations. Only Salaried Employees of ONEOK Drilling Company shall be considered as eligible employees of the Company for the purposes of participation in this Plan. J. Company Matching The matching contribution made by the Company pursuant to Article VII of Contributions the Plan with respect to the Reductions in Compensation and After-Tax Participant Deposits of the Participant. K. Compensation The regular basic wage or salary paid to a Participant by the Company before any payroll deductions for taxes or any other purpose, but excluding (1) bonuses, (2) commissions, (3) awards, (4) military leave pay, (5) premium, auxiliary, or other special pay, (6) overtime pay for work performed in excess of the basic forty (40)-hour workweek or excess hours scheduled for a regular workday, (7) increased wages or salary resulting from temporary promotion, upgrading, or transfer of whatever duration to a higher-paid job or classification, and (8) contributions by the Company under any fringe benefit plan or for any other purpose, provided that any reduction in salary elected and deferred by
-3- 10 ARTICLE I - DEFINITIONS PARAGRAPH --------- K. Compensation the Participant under the cash or deferred arrangement of Article III of (Continued) the Plan or under Code Sections 125 and 402(a)(8) pursuant to the employee benefit plans of the Company shall be included in determining compensation hereunder; and provided, further, that the annual compensation of each Participant taken into account under this Plan for any year shall not exceed two hundred thousand dollars ($200,000) in the years beginning after December 31, 1988, and before January 1, 1994, (such two hundred thousand dollars ($200,000) amount to be adjusted to reflect increases in the cost-of- living in accordance with Code Sections 401(a)(17) and 415(d)). In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, for Plan Years beginning on or after January 1, 1994, the annual compensation of each Employee taken into account under the Plan shall not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner of the Internal Revenue Service for increases in the cost-of-living in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. For Plan Years beginning on or after January 1, 1994, any reference in this Plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If compensation for any prior determination period is taken into account in determining an Employee's benefits accruing in the current Plan Year, the compensation for that prior determination
-4- 11 ARTICLE I - DEFINITIONS PARAGRAPH K. Compensation period is subject to the OBRA '93 annual compensation limit in effect for (Continued) that prior determination period. For this purpose, for determination periods beginning before the first day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is one hundred thousand dollars ($150,000). In determining the compensation of a Participant for purposes of such dollar limitation. If any individual is a member of the family of such Participant, such individual shall not be considered a separate Employee; and any compensation paid to such individual shall be treated as if it were paid to (or on behalf of) such Participant, with the term "family" for such purpose meaning the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. L. Consolidated Plan The effective date of the consolidation and merger of this Plan and the Effective Date Trust with the ONEOK Inc. and Subsidiaries Employee Savings Plan, which shall be January 1, 1988. M. Designation Date The initial Designation Date under the Plan of January 1, 1988, then March 1, 1988, then September 1, 1988, and each March 1 and September 1 thereafter, at which times a Participant's designation of his/her election to defer receipt of cash compensation and/or to make after-tax payroll deposits hereunder shall become or remain effective until the next Designation Date. N. Dividends All cash, stock, rights or other property distributed by the Company pro rata to holders of any class of its capital stock.
-5- 12 ARTICLE I - DEFINITIONS PARAGRAPH O. Effective Date The date upon which the Plan initially became effective as determined by the Board of Directors in the manner provided in Article XX hereof. P. Elective Deferrals With respect to any taxable year, the sum of (i) any employer contribution under a qualified cash or deferred arrangement (as defined in Code Section 401(k)) to the extent not includible in gross income for the taxable year under Code Section 402(a)(8) (determined without regard to Code Section 402(g)), (ii) any employer contribution to the extent not includible in gross income for the taxable year under Code Section 402(h)(1)(B) (determined without regard to Code Section 402(g)), and (iii) any employer contribution to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement (within the meaning of Code Section 3121(D), except as provided in Code Section 402(g)(3)). Q. Employee Any person employed by the Company, including Officers and others engaged in the management of the business provided they are in active service with the Company, but not including Directors who are not Officers of the Company; and not including Independent Contractors or Leased Employees; provided that an employee of ONEOK Drilling Company who is not a Salaried Employee is excluded and not considered an Employee under this Plan. R. Employee Contribution An amount to be separately accounted for and maintained for each Account Participant to which all Participant After-Tax Deposits (other than those accounted for and maintained as his/her Separate Section 72(e)(9) Employee Contribution Account), and all earnings, income, expenses, gains, and losses attributable thereto shall be charged and credited pursuant to paragraphs 1. and 2. of Article X.
-6- 13 ARTICLE I - DEFINITIONS PARAGRAPH S. Employer Contribution An amount to be separately accounted for and maintained for each Participant Account to which all Company contributions for such Participant and all earnings, expenses, gains, and losses attributable thereto shall be charged and credited. T. Excess Deferrals Any amount of Elective Deferrals of any Participant which is included in such Participant's gross income pursuant to the limitation on the exclusion of such Elective Deferrals provided in Code Section 402(g)(1). U. Highly Compensated Any Employee eligible to participate in this Plan who during the Determination Employee Year or the Look-Back Year (i) was at any time a five-percent (5%) owner, (ii) received compensation from the Company in excess of seventy-five thousand dollars ($75,000) (as adjusted by the Secretary of Treasury for increases in cost-of-living), (iii) received compensation from the Company in excess of fifty thousand dollars ($50,000) (as adjusted by the Secretary of Treasury for increases in cost-of-living), and was in the top-paid group of Employees for such year, or (iv) was at any time an officer and received compensation greater than 50 percent (50%) of the amount in effect under Code Section 415(b)(1)(A) for such year. In the case of the year for which the relevant determination is being made, an Employee not described in (ii), (iii), or (iv) for the Look-Back Year (without regard to this paragraph) shall not be treated as described in (ii), (iii), or (iv), above, unless such Employee is a member of the group consisting of the one hundred (100) employees paid the greatest compensation during the year for which such determination is being made. 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
-7- 14 ARTICLE I - DEFINITIONS PARAGRAPH U. Highly Compensated group of Employees for any year if such Employee is in the group consisting Employee (Continued) 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, no more than fifty (50) Employees (or, if lesser, the greater of three (3) Employees or ten percent (10%) of the Employees) shall be treated as officers. If for any year no officer of the Company is described in (iv), above, the highest paid officer of the Company for such year shall be treated as described in such paragraph. If any individual is a member of the family of a five-percent (5%) owner or of a Highly Compensated Employee in the group consisting of the ten (10) Highly Compensated Employees paid the greatest compensation during the year, then such individual shall not be considered a separate Employee, and any compensation paid to such individual (and any applicable contribution or benefit on behalf of such individual) shall be treated as if it were paid to (or on behalf of) the five-percent (5%) owner or Highly Compensated Employee. For purposes of this paragraph, the term "family" means, with respect to any Employee, such Employee's spouse and lineal ascendants or descendants and the spouses of such lineal ascendants or descendants. For purposes of this paragraph and its application to the Plan, the term "Determination Year" shall mean the applicable Plan Year of the Plan, and the term "Look-Back Year" shall mean the calendar year ending with or within the Determination Year. For purposes of this paragraph, a former Employee shall be treated as a Highly Compensated Employee if such former Employee
-8- 15 ARTICLE I - DEFINITIONS PARAGRAPH U. Highly Compensated was a Highly Compensated Employee when such former Employee separated from Employee (Continued) service with the Company, or such former Employee was a Highly Compensated Employee at any time after attaining age fifty-five (55). For purposes of this paragraph, the term "compensation" means compensation within the meaning of Code Section 415(c)(3), determined without regard to Code Sections 125, 402(a)(8) or 402(h)(l)(B), and in the case of Employer contributions made pursuant to a salary reduction agreement without regard to Section 403(b). V. Hours of Service 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 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
-9- 16 ARTICLE I - DEFINITIONS PARAGRAPH V. Hours of Service duty, or is not working due to a labor-management dispute. The clause (Continued) shall be construed so as to resolve any ambiguities in favor of crediting Employees with Hours of Service. W. Independent Contractor 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. X. Leased Employee 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, as defined in Code Section 144(a)(3)) on a substantially full-time basis for at least one (1) year (six (6) months in the case of core health benefits, if any, under the Plan), and such services are of a type historically performed in the business field of the Company by employees. Y. Matching Contribution The average of the ratios (calculated separately for each Employee in such Percentage group) of (i) the sum of the Company Matching Contributions and Participant After-Tax Deposits paid under the Plan on behalf of each such Employee for the Plan Year, to (ii) the Employee's Compensation (within the meaning of Code Section 414(s) for such Plan Year; with the Company having the election to
-10- 17 ARTICLE I - DEFINITIONS PARAGRAPH Y. Matching Contribution take into account (in computing such percentage) elective deferrals and Percentage (Continued) qualified nonelective contributions (as defined in Code Section 401(m)(4)(C) under this Plan or any other plan of the Company, to the extent allowed by regulations. Z. ONECU ONEOK Employees Credit Union, a credit union organized and chartered under the laws of the State of Oklahoma, which has adopted and maintains this Plan for the exclusive benefit of its eligible employees and their beneficiaries. AA. One-Year Break A twelve (12)-consecutive-month period of time commencing on any in Service 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. AB. Participant An Employee who has satisfied the eligibility requirements of the Plan and has elected to participate in the Plan. AC. Participant's Accounts All cash and other assets held by the Trustee under the Plan in the accounts maintained under the Trust for the particular Participant. AD. Plan This Thrift Plan for Employees of ONEOK Inc. and Subsidiaries and the prior Thrift Plan and Employee Savings Plan, which were predecessors by merger and consolidation to this Plan. AE. Plan Year A twelve (12)-month period commencing on September 1 of each year and ending on the subsequent August 31. AF. Pre-1987 Employee That part of a Participant's Employee Contribution Account Contribution Account which existed and remained unwithdrawn on December 31, 1986. Balance
-11- 18 ARTICLE I - DEFINITIONS PARAGRAPH AG. Reduction in The reduction in Compensation payable to the Employee by the Compensation Company which is elected voluntarily by the Employee under paragraph 1. of Article III. AH. Salaried Employee An Employee whose basic rate of compensation or pay, as stated in the payroll records of the Company, is a fixed monthly or annual salary and not an hourly rate of pay for services performed. AI. Separate Section 72(d) An amount to be separately accounted for and maintained for each Employee Contribution Participant to which all Participant After-Tax Deposits made Account after January 1, 1988, shall be allocated and credited, and to which all earnings, income, expense, gains, and losses attributable thereto shall be separately charged and credited after that date pursuant to paragraphs 1. and 2. of Article X, and Code Section 72(d). AJ. Transferred 401(k) The account of a Participant in this Plan which is transferred to and made Account a part of the Trust of this Plan incident to the merger and consolidation of such Trust with the Trust of Part B of the ONEOK Inc. and Subsidiaries Employee Savings Plan, as provided in paragraph 2. of Article V. AK. Retained Participant The account of a Participant in this Plan which is or has been retained in Account the Trust of this Plan by the election of a former Participant in Part A of the ONEOK Inc. and Subsidiaries Employee Savings Plan pursuant to paragraph 2. of Article V. AL. Trust The Trust established for the receiving, holding, investing, and disposing of the Participant deposits, Company contributions, and any earnings thereon under this Plan, and any predecessor plan. AM. Trustee The Trustee under the Plan hereinafter named in paragraph 2. of Article XV or any successor to said Trustee.
-12- 19 ARTICLE I - DEFINITIONS PARAGRAPH AN. Year of Service A twelve (12)-month period, beginning on the date the Employee Commenced employment with the Employer 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.
-13- 20 ARTICLE II ELIGIBILITY AND PARTICIPATION PARAGRAPH 1. Eligibility Except as hereinafter otherwise provided, participation in the Plan shall be open to any Employee upon and after his/her commencement of employment with the Company; provided, that Company Matching Contributions shall be made only upon completion of one (1) Year of Service as provided in Article VII of the Plan. 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. Any Employee eligible to participate in a qualified pension or profit-sharing plan of the Company from which a rollover or trust to trust transfer is approved, or with which a merger and consolidation is approved, shall be eligible to participate in this Plan; provided, that eligibility for participation of Salaried Employees of ONEOK Drilling Company shall be deemed to have commenced on January 1, 1985. 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. 2. Commencement of An Employee who is eligible on or before the Consolidated Plan Effective Participation Date of the Plan
-14- 21 ARTICLE II - ELIGIBILITY AND PARTICIPATION PARAGRAPH 2. Commencement of may commence his/her initial Participation therein as of that date. Participation Any other eligible Employee may commence initial participation as of (Continued) the first day of the calendar month next following the month in which he/she becomes eligible; provided, however, that no Employee who is on authorized leave of absence on the date he/she becomes eligible may commence to participate in the Plan until the first day of the calendar month following his/her return to active service; and provided, further, that such Employee may in any event participate in the Plan not later than the earlier of the first day of the Plan Year after such Employee has met the requirements for eligibility under this Plan, or six (6) months after the day such requirements are met. 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 application to do so to the Company. Commencement of participation in the Plan by an eligible Employee shall be accomplished by his/her election to make deposits or a Reduction in Compensation, as hereinafter provided. 3. Participation Voluntary 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. 4. Confirmation of Each Employee at the time of becoming a Participant in the Plan shall be Participation given a copy of the Plan as effective at that time, and as a condition of participation he/she shall sign an instrument in form prescribed by the Committee evidencing the fact that he/she accepts and agrees to all the provisions of
-15- 22 ARTICLE II - ELIGIBILITY AND PARTICIPATION PARAGRAPH 4. Confirmation of the Plan, and the Committee may require the consent of the spouse of the Participation Participant if the Participant is married and the primary beneficiary (Continued) designated is not the spouse of the Participant. 5. Duration of After an Employee has satisfied the eligibility requirements and has Participation 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. 6. Reentry of Participant 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. 7. Breaks in Service 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 participate in the Plan, and to commence to participation 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 7. apply, such Years of Service shall not be taken into
-16- 23 ARTICLE II - ELIGIBILITY AND PARTICIPATION PARAGRAPH 7. Breaks in Service account in applying such provisions to a subsequent period of Breaks (Continued) in Service. 8. Maternity and Paternity Any period of absence from work, not exceeding the hours described in Absences 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 8. are: a. the Hours of Service which otherwise would normally have been credited to such Employee but for such absence, or b. in any case where the Committee is unable to determine the hours described in subparagraph a., above, eight (8) hours per normal workday of service, except that the total number of hours treated as Hours of Service under this paragraph 8. shall not exceed five hundred one (501) hours. Provided, that no credit will be given pursuant to this paragraph 8. 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 8. shall be treated as Hours of Service only
-17- 24 ARTICLE II - ELIGIBILITY AND PARTICIPATION PARAGRAPH 8. Maternity and Paternity in the year in which the absence from work begins, if an Employee would be Absences (Continued) 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 8. the term "year" means the twelve (12)-month period beginning on the first day of employment with the Company and each anniversary thereof. 9. Eligibility in Case of The Board of Directors, or the Committee at the Board of Directors' direction, Merger, Consolidation shall determine on a uniform and nondiscriminatory basis, in accordance with or Acquisition 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, 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, 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
-18- 25 ARTICLE II - ELIGIBILITY AND PARTICIPATION PARAGRAPH 9. Eligibility in Case of service for eligibility or similar determinations in any particular Merger, Consolidation instance of the acquisition of stock or assets by the Company pursuant or Acquisition to the foregoing provisions of this paragraph 9., shall not be (Continued) 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.
-19- 26 ARTICLE III CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS PARAGRAPH 1. Company 401(k) The Company shall contribute to the Trust for each Plan Year, Contributions that portion of the Net Earnings of the Company for that year equal to the amount of the Reduction in Compensation elected and agreed to by each Participant pursuant to paragraph 2. of this Article III. This contribution shall be the Company's 401(k) Contribution. 2. Cash or Deferral a. Each Employee who is a Participant in this Plan may elect a Reduction Election in Compensation in an amount not in excess of the lesser of fourteen percent (14%) of his/her Compensation or seven thousand dollars ($7,000) for his/her taxable year, subject to adjustments as provided in Code Section 402(g)(5). The amount of such Reduction in Compensation shall be deferred and become the Company's 401(k) Contribution for such Participant; provided that to the extent an elected Reduction in Compensation of a Highly Compensated Employee causes the limitations under paragraph 3. or 7. of Article VIII to be exceeded, the election shall not become effective for the excess amount and it shall be paid to the Highly Compensated Employee in cash. If necessary to meet the limitations of paragraphs 2., 3., or 7. of Article VIII, a Participant's Reduction in Compensation, and the Company's 401(k) Contribution shall be reduced in the manner determined by the Committee, and this may include, without limitation, reducing the percentage of highest elected Reductions in Compensation of Participants then in effect until such limitations are not exceeded. In case the amount and percentage of a Participant's elected Reduction in Compensation must be so reduced, such reduction shall be to the next lower full
-20- 27 ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS PARAGRAPH 2. Cash or Deferral percentile below the permissible limitation percentage, and shall Election (Continued) remain in effect until the next succeeding Designation Date, subject to any further adjustment necessary to meet such limitations under paragraphs 2., 3., or 7. of Article VIII. b. Each Participant in this Plan may elect a Reduction in Compensation by signing and filing with the Committee a written election and agreement in the form specified and furnished to the Participant by the Committee in accordance with such rules and regulations as it may prescribe. c. Participant elections of Reduction in Compensation shall specify the whole percentage of the Participant's Compensation which the Participant elects not to receive in cash and to defer as his/her Reduction in Compensation. Elections by Participants shall be stated in full percentiles of the Participant's Compensation. The 401(k) Contribution based upon a Participant's percentage of Reduction in Compensation shall be rounded down to the nearest whole dollar amount. d. A Participant's election of a Reduction in Compensation in the Plan after the Consolidated Plan Effective Date shall be effective as of the dates of commencement of participation specified in paragraph 2. of Article II; provided, that any Employee who does not commence participation on or before the Designation Date next following his/her initial date of eligibility may only elect a Reduction in Compensation to be effective as of a subsequent Designation Date.
-21- 28 ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS PARAGRAPH 2. Cash or Deferral e. The Reduction in Compensation elected by a Participant shall remain Election (Continued) in effect until changed by the Participant's filing a change of election in the form prescribed by the Committee. A Participant my change his/her Reduction in Compensation only on a Designated Date. A Participant's change of election may designate a different percentage of Reduction in Compensation, subject to the terms and conditions of the Plan; and may state that the Participant elects no Reduction in Compensation and deferral after the Designation Date until he/she makes a subsequent change of election hereunder. Change of election forms may be obtained by Participants and filed by Participants at any time, but shall be effective only as of the Designation Date next following the date of the filing of such change of election with the Committee. 3. Time of Contribution The Company shall make payment of its contributions to the Trust under the terms of this Article III periodically within a reasonable period of time following each payment of Compensation to Participants at which time they shall become subject to this Plan; provided 401(k) Contributions shall be paid not later than thirty (30) days after the end of the Plan Year, and Matching Contributions thereon shall be paid not later than the time prescribed by law for filing the Company's federal income tax return (including extensions thereof) for the taxable year with or within which the Plan Year ends.
-22- 29 ARTICLE IV AFTER-TAX PARTICIPANT CONTRIBUTIONS PARAGRAPH 1. Percentage of After-Tax A Participant may make After-Tax Participant Deposits of from zero (0) to Participant Deposits six percent (6%), as he/she may designate, of his/her Compensation. A Participant who has commenced making deposits of his/her Compensation hereunder may thereafter change his/her deposit percentage from zero (0) to six percent (6%), as he/she may designate, in accordance with paragraph 2. of this Article IV. A Participant may not designate an After-Tax Participant Deposit Percentage which exceeds the lesser of (i) six percent (6%) of his/her Compensation, or (ii) sixteen percent (16%) of his/her Compensation minus the amount of the Reduction in Compensation which he/she has elected under paragraph 2.a. of Article III (as reduced by the seven thousand dollar ($7000) limitation, and the Actual Deferral Percentage Limitations thereon). If necessary to meet the limitations of paragraphs 2., 3., 4., or 7. of Article VIII, a Participant's After-Tax Participant Deposits, or the combination of a Participant's elected Reduction in Compensation and After-Tax Participant Deposits shall be reduced in the manner determined by the Committee. In case the amount and percentage of a Participant's elected After-Tax Participant Deposit must be so reduced, such reduction shall be to the next lower full percentile below the permissible limitation percentage, and shall remain in effect until the next succeeding Designation Date, subject to any further adjustment necessary to meet such limitations under paragraphs 2., 3., 4., or 7. of Article VIII. 2. Change of Percentage of The deposit percentage designated by a Participant for his/her After-Tax After-Tax Participant Participant Deposit shall continue in effect, notwithstanding any change Deposits in his/her Compensation, until he/she shall change such
-23- 30 ARTICLE IV - AFTER-TAX PARTICIPANT CONTRIBUTIONS PARAGRAPH 2. Change of Percentage of percentage. A Participant may change such percentage as of a Designation After-Tax Participant Date of March 1 or September 1 of any year, but not retroactively. A Deposits (Continued) Participant shall designate and change the percentage of his/her After-Tax Participant Deposit by written direction to the Committee in form prescribed by the Committee. 3. Deposit by Payroll After-Tax Participant Deposits under this Article IV shall be effected Deduction only by payroll deductions in the amount designated by the Participant and in accordance with any regulations prescribed by the Committee; except that deposits may also be made in connection with the exercise of options, rights or warrants as provided in paragraph 5. of Article IX, and deposits may be made in connection with rollover contributions or transfers of accounts, if authorized or directed as provided in paragraphs 1. and 2. of Article V. 4. Transfer to Trust The amount of the payroll deductions of After-Tax Participant Deposits so made shall be transferred at least monthly by the Company to the Trustee, and the Trustee shall hold the same in the respective Participants' separate After-Tax Deposit Accounts, subject to the provisions of the Plan; and any such amount shall not be subject to diversion or return to the Company, except return thereof to the Company in the case and to the extent its transfer having been 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 payment.
-24- 31 ARTICLE V ROLLOVERS, TRANSFERRED ACCOUNTS PARAGRAPH 1. Rollover from Other With the prior written approval of the Committee, a Participant in this Plans of The Company 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 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 1., 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(a)(5).
-25- 32 ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS PARAGRAPH 2. Trust to Trust Transfers The Company may, from time to time, direct the Trustee to receive, accept From Other Plans of transfers of, and hold as a part of the Trust, deposits or transfers of the The Company 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
-26- 33 ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS PARAGRAPH 2. Trust to Trust Transfers of trust funds, and any such transfer shall be conditioned upon compliance From Other Plans of with all such requirements. Notwithstanding any of the foregoing, the The Company Company shall have no obligation to make any matching or other additional (Continued) 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 2. 3. Direct Rollovers From Participants in the Plan shall have the right to make direct rollover Qualified Plans of contributions to the Trust of the Plan of assets from a qualified defined Other Employers 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 with is subject to the joint
-27- 34 ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS PARAGRAPH 3. Direct Rollovers From and survivor annuity requirements of Code Sections 401(a)(11) and 417. Qualified Plans of Other Employers (Continued) 4. Direct Rollovers to With respect to distributions of Participants' accounts after December 31, IRAs and Qualified 1992, the Plan shall be operated in accordance with the provisions of the Plans; Withholding Unemployment Compensation Amendments Act of 1992 providing for direct of Tax rollovers of eligible rollover distributions to individual retirement arrangements and qualified plans, and the required twenty percent (20%) withholding of income tax on the taxable portion of any eligible rollover distributions not directly rolled over to an individual retirement arrangement or another employer plan.
-28- 35 ARTICLE VI SUSPENSION OF SALARY REDUCTIONS, DEPOSITS PARAGRAPH 1. Suspension of Reduction A Participant may elect in writing, in the manner prescribed by the Committee, to in Compensation or suspend his/her Reduction in Compensation or After-Tax Participant Deposit in any After-Tax Deposits by regular pay period in which either would normally be deducted if his/her Compensation Participant for for such period is less than seventy- five percent (75%) of his/her normal Deficiency in Compensation for such period, provided such deficiency in Compensation is not the Compensation result of a Company- approved leave of absence without pay as outlined in paragraph 11. of Article XII. In any pay period in which a Reduction in Compensation or After-Tax Participant Deposit would normally be deducted from a Participant's pay, such Reduction in Compensation or After-Tax Participant Deposit will be automatically suspended without notice if his/her net pay for such pay period is insufficient to permit the deduction to be made in full. Neither type of suspension provided in this paragraph 1. shall have the effect of ending the Participant's current Plan participation unless the suspension of Reduction in Compensation or After-Tax Participant Deposits shall be continued for six (6) consecutive pay periods in which his/her Reduction in Compensation or After-Tax Participant Deposits would normally be made and deducted. 2. Voluntary Suspension A Participant may voluntarily suspend his/her Reduction in Compensation or After-Tax of Reduction in Participant Deposit to the Plan in writing, in the manner prescribed by the Committee, Compensation or for a period of not less than six (6) months. A requested suspension shall not be After-Tax Participant effective unless at least twelve (12) consecutive months of continuous participation Deposits have
-29- 36 ARTICLE VI - SUSPENSION OF SALARY REDUCTIONS, DEPOSITS PARAGRAPH 2. Voluntary Suspension elapsed since any prior voluntary suspension ended. Voluntary suspension of Reduction of Reduction in in Compensation or After-Tax Participant Deposits provided in this paragraph 2. shall Compensation or not have the effect of terminating the Participant's current Plan participation. After-Tax Participant Deposits (Continued)
-30- 37 ARTICLE VII COMPANY MATCHING CONTRIBUTIONS PARAGRAPH 1. Company Matching After a Participant has completed one (1) Year of Service as an Employee Contributions of the Company, subject to the limitations specified herein and in Article VIII, the Company shall regularly contribute, out of its net earnings and earned surplus as reflected by its books of account, and shall pay to the Trustee at least monthly, amounts equal to the Company's 401(k) Contributions for a Participant or a Participant's After-Tax Participant Deposits for that month, as follows: a. The Company shall make a Matching Contribution for each Participant which shall be equal to the Company's 401(k) Contribution for the Participant based upon the Participant's elected Reduction in Compensation and deferral for that month, subject to the limitation stated in subparagraph c. of this paragraph 1., below. b. After making the Matching Contribution provided for in subparagraph a. of this paragraph 1., above, the Company shall make a Matching Contribution for each Participant which shall be equal to each Participant's After-Tax Contribution for that month, subject to the limitation stated in subparagraph c. of this paragraph 1., below. c. The aggregate Matching Contributions of the Company under subparagraphs a. and b. of this paragraph 1. for a Participant hereunder shall not exceed six percent (6%) of the Participant's Compensation. The Company's maximum Matching Contribution shall in all cases be allocated and contributed first to match the Company's 401(k) Contribution for the Participant's Reduction in Compensation for that month, and shall then be
-31- 38 ARTICLE VII - COMPANY MATCHING CONTRIBUTIONS PARAGRAPH 1. Company Matching allocated and contributed to match a Participant's After-Tax Deposit only to Contributions the extent such Participant's Reduction in Compensation for that (Continued) month is less than the Company's six percent (6%) maximum Matching Contribution for that month. If necessary to meet the limitations of paragraphs 2., 3., 4., or 7. of Article VIII, the Company's Matching Contributions for a Participant shall be reduced in the manner determined by the Committee. Such reductions shall be made in a uniform and nondiscriminatory manner, determined by the Committee in its sole discretion, needed to comply with such limitations. 2. Participant's Matching The Company's Matching Contribution shall be credited to each Contribution Account participating Participant's Employer Contribution Account. 3. Re-entry of Participant If a former Participant whose employment has terminated shall be rehired as an Employee, he/she shall be entitled to have all his/her prior service counted for purposes of the one (1)-year service requirement for entitlement to Company Matching Contributions.
-32- 39 ARTICLE VIII LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 1. General Company contributions, After-Tax Participant Deposits, and other contributions under the Plan shall be limited as provided in this Article VIII. 2. Elective Reduction in The Elective Reduction in Compensation of a Participant for Compensation Limitations any taxable year shall not exceed seven thousand dollars ($7,000); the Participant shall not be permitted to elect a Reduction in Compensation under the Plan at a rate which will result in that limitation being exceeded in any Plan Year or taxable year of the Participant; and the amount of a Participant's elected Reduction in Compensation under this Plan and all other Elective Deferrals under this Plan and all other plans, contracts, or arrangements of the Company may not exceed such seven thousand dollar ($7,000) amount for taxable years beginning in any calendar year during which Elective Deferrals may be made with respect to a Participant; provided, that the foregoing seven thousand dollar ($7,000) amount shall be adjusted for cost-of-living increases pursuant to Code Sections 402(g)(5), 415(d), and 401(a)(30). 3. Actual Deferral The Actual Deferral Percentage for the Highly Compensated Employees Percentage Limitations shall not exceed the greater of a. or b. as follows: a. The Actual Deferral Percentage for all those Employees eligible to be Participants in this Plan who are not Highly Compensated Employees, multiplied by 1.25, or b. The Actual Deferral Percentage for those Employees eligible to be Participants in this Plan who are not Highly Compensated Employees multiplied by two (2); provided, however, that under this subparagraph 3.b. limitation the Actual
-33- 40 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 3. Actual Deferral Deferral Percentage for the Highly Compensated Employees may not exceed Percentage Limitations the Actual Deferral Percentage for the Employees eligible to be (Continued) Participants in this Plan who are not Highly Compensated Employees by more than two (2) percentage points. 4. Limitations on Company The Matching Contribution Percentage for eligible Highly Compensated Matching Contributions Employees for any Plan Year shall not exceed the greater of (i) one hundred twenty-five percent (125%) of such percentage for all other eligible Employees, or (ii) the lesser of two hundred percent (200%) of such Matching Contribution Percentage for all other eligible Employees, or such Matching Contribution Percentage for all other eligible Employees plus two (2) percentage points. 5. Separate Application The Actual Deferral Percentage limitations in paragraph 3. above, of Limitations and the Matching Contribution Percentage limitations in paragraph 4. above, shall be applied as if each separate employer maintaining this Plan as a multiple employer plan maintained a separate plan. 6. Multiple Use of If any Highly Compensated Employee is eligible to elect to make Reductions Alternative Limitation in Contributions and to make After-Tax Participant Deposits or to receive Company Matching Contributions under the Plan, and the sum of the Actual Deferral Percentage of the entire group of eligible Highly Compensated Employees and the actual contribution percentage of the entire group of eligible Highly Compensated Employees under the Plan subject to Code Section 401(m) exceeds the aggregate limit specified in Treasury Regulations Section 1.401(m)-2(b)(2), or succeeding regulations prescribed under Code Section 401(m)(9), then such excess shall be corrected by reduction of the Actual Deferral Percentage or the actual
-34- 41 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 6. Multiple Use of contribution percentage of Highly Compensated Employees in accordance Alternative Limitation with the provisions of Treasury Regulations Section 1.401(m(-2(c) (Continued) or succeeding regulations. 7. Maximum Annual Additions The maximum Annual Additions credited to a Participant's Account shall not exceed the lesser of $30,000 (or, if greater, one quarter (1/4) of the dollar limitation in effect under Code Section 415(b)(1)(A)), or twenty-five percent (25%) 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 a twelve (12)- month period beginning on September 1 and ending on the subsequent August 31. For purposes of this paragraph 7., 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"
-35- 42 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 7. Maximum Annual Additions shall not include (i) Company contributions to a plan of deferred (Continued) 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)(7) 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 agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether or not the contributions are excludable from the gross income of the Employee). The foregoing definitional provisions of this paragraph 7. shall apply solely thereto. For purposes of applying the limitations of this paragraph 7., amounts included as compensation are those actually paid or made available to a Participant within the Plan Year. The maximum benefit limitation of thirty thousand dollars ($30,000) shall be adjusted to reflect increases in the cost of living
-36- 43 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 7. Maximum Annual Additions applicable thereto in accordance with the Code and regulations prescribed (Continued) by the Secretary of Treasury. For purposes of the annual maximum benefit limitation for any Participant in this Plan who is also concurrently a Participant of a defined benefit plan maintained by the Company, such limitation shall be applied as specified in the Retirement Plan of the Company and the sum of the defined benefit plan fraction and the defined contribution plan fraction for the purposes of this Plan and application of the combined plan maximum annual limitation shall be as defined in the Retirement Plan and by the Secretaries of Labor and Treasury pursuant to ERISA and the Code. All defined contribution plans of the Company shall be treated together with this Plan as one defined contribution plan in determining the combined plan maximum annual limitation. 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 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
-37- 44 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 7. Maximum Annual Additions limitation year, then the excess amounts must be held unallocated in a (Continued) 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 any succeeding limitation years, as necessary). Excess amounts may not be distributed to Participants or former Participants. 8. No Return or Diversion Except as provided in paragraphs 9. and 10. of this Article VIII below, the of Contributions Except Trustee shall hold the Company's contributions in the respective Participants' for Mistake 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
-38- 45 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 8. No Return or Diversion Section 404, as provided in paragraph 14. of this Article VIII, then such of Contributions Except contribution may be returned to the Company (to the extent disallowed) within for Mistake (Continued) one (1) year after the disallowance of the deduction; provided, that any contribution for a Participant which exceeds the limitations provided in paragraphs 1. and 2. of this Article VIII 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. 9. Distribution of If any Excess Deferrals are included in the gross income of a Participant Excess Deferrals for any taxable year under Code Section 402(g)(1), then not later than March 1 following the close of the taxable year, such Participant may allocate the amount of such Excess Deferrals among the plans under which the Excess Deferrals were made and may notify the Committee of the portion allocated to the Plan; and not later than April 1 following the close of the taxable year, the Plan may distribute to such Participant the amount allocated to the Plan (and any income allocable to such amount). Such distribution of the Excess Deferrals of a Participant may be made notwithstanding any other provision of the Plan, the Code, or ERISA; provided, that except to the extent provided in applicable Treasury Regulations, notwithstanding the distribution of such portion of Excess Deferrals from the Plan, such portion shall be treated as a contribution of the Company for purposes of applying the limitations in paragraphs 3. and 4. of this Article VIII and Code Section 401(k)(3)(A)(ii). If the Plan distributes only a portion of any Excess Deferrals allocated to the Plan and income allocable thereto, such portion shall be treated as having been distributed ratably from the Excess Deferral allocable to the Plan and the income.
-39- 46 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 10. Excess 401(k) In the event the aggregate amount of Company 401(k) Contributions actually paid Contributions over to the Trust of the Plan on behalf of Highly Compensated Employees for any Plan Year is an amount in excess of the amount of such 401(k) Contributions permitted under the 401(k) special discrimination limitations stated in paragraph 3. of this Article VIII (determined in accordance with Treasury Regulations by reducing contributions made on behalf of Highly Compensated Employees in order of the Actual Deferral Percentages beginning with the highest of such percentages), then the Committee may, in its sole discretion, direct the Trustee to distribute the amount of such excess contributions for such Plan Year (and any income allocable to such contributions), and the distribution of such excess 401(k) Contributions (and income) shall be made within two and one-half (2 1/2) months after the close of such Plan Year. Any distribution of the excess 401(k) Contributions for any Plan Year shall be made to Highly Compensated Employees on the basis the respective portions of the excess 401(k) Contributions attributable to each of such Highly Compensated Employees. The Committee may, within its sole discretion, and to the extent provided in applicable Treasury Regulations, permit Highly Compensated Employees to elect to treat the amount of the excess 401(k) Contributions for any Plan Year as an amount distributed to such Highly Compensated Employees and then contributed as After-Tax Participant Deposits by such Highly Compensated Employees to the Plan; provided, any such election to recharacterize and treat excess 401(k) Contributions in that manner must be made in accordance with Treasury Regulations within two and one-half (2 1/2) months after the close of the Plan Year to which the recharacterization relates.
-40- 47 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 11. Excess Aggregate In the event the aggregate amount of Matching Contributions and Contributions employee contributions (and any qualified nonelective contribution or elective contribution taken into account in computing the contribution percentage) actually made on behalf of Highly Compensated Employees for any Plan Year is an amount in excess of the maximum amount of such contributions permitted under the limitations on matching contributions stated in paragraph 4. of this Article VIII (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their contribution percentages beginning with the highest of such percentages), then the Committee may, in its sole discretion, direct the Trustee to distribute the amount of such excess of such contributions for such Plan Year (and any income allocable to such contributions), but the distribution of such excess contributions (and income) shall be made within two and one-half (2 1/2) months after the close of such Plan Year. Any distribution of such excess aggregate contributions for any Plan Year shall be made to Highly Compensated Employees on the basis of the respective portions of such amounts attributable to each of such Highly Compensated Employees. The determination of the amount of such excess aggregate contributions with respect to the Plan shall be made after (i) first determining the excess deferrals (within the meaning of Code Section 402(g)), and (ii) then determining the excess 401(k) Contributions under paragraph 3. of this Article VIII. 12. Qualified Nonelective The Company may, in its sole discretion, elect to make Qualified Nonelective and Matching Contributions and Qualified Matching Contributions that are to be treated Contributions as 401(k) Contributions in order to satisfy the Actual Deferral Percentage tests prescribed in paragraph 3. of this Article VIII, and treated as Company Matching Contributions, to
-41- 48 ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS PARAGRAPH 12. Qualified Nonelective satisfy the nondiscrimination tests prescribed in paragraph 4. of this Article and Matching VIII provided that such Qualified Nonelective Contributions or Qualified Contributions Matching Contributions shall be treated as 401(k) Contributions or Company Matching (Continued) Contributions, provided that they satisfy the requirements for such treatment prescribed by the applicable Treasury Regulations. The term "Qualified Nonelective Contributions" means Company contributions to the Plan other than 401(k) Contributions and Company Matching Contributions that satisfy the requirements of the nondiscrimination requirements of the Plan provided in paragraph 3. of this Article VIII, and the distribution limitations applicable to 401(k) Contributions under the Plan, Code Section 401(k)(2)(B), and Treasury Regulations Section 1.401(k)-1(d). 13. Plan Not Dependent Upon This Plan is intended to be a profit-sharing plan within the meaning of Code Sections Earnings; Company 401(a)(1) and (27) without regard to current or accumulated earnings and profits of Contributions Limited the Company; provided, that if at any time the Company's net earnings and earned to Earnings surplus as reflected by its books of account are insufficient to permit the making in full therefrom of any contribution otherwise required to be made by the Company hereunder, such contributions shall be required to be made only to the extent, if any, that such net earnings, earned surplus, and accumulated earnings and profits are sufficient, and the deficiency shall not thereafter be made up even though such earnings and profits again become sufficient therefor. 14. Maximum Contribution 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.
-42- 49 ARTICLE IX INVESTMENT PROVISIONS PARAGRAPH 1. Participant Directed A Participant may, by written direction to the Committee, Investment which shall in turn direct the Trustee in form prescribed by the Committee and countersigned by the authorized representative thereof, which countersignature shall be for the sole purpose of identification and authentication of good standing of the Participant, direct from time to time that any or all cash in his/her account, including his/her deposits, the Company's contributions, and any other cash, shall be invested under any one or more of certain designated investment options made available under the Plan; provided, however, there shall be a minimum of twenty-five percent (25%) investment of current monthly contributions in any one option. A Participant may, after initial written direction of investment, give directions for changes in the investment of his/her account by use of the telephone voice response system established by the Committee and Trustee for the Plan. Investment in certain options may be limited to retention and maintenance of prior contributions invested in such options, with no further investment of contributions therein being permitted, as more particularly provided below. The Company may, by the amendment of the Plan, modify and change the investment options made available from time to time. A Participant may also change his investment direction and direct sales from time to time to the extent permitted and authorized in paragraphs 2. and 3. below. The investment options existing and recognized under the Plan and Trust, are as follows: Option A: ONEOK Inc. Common Stock Fund Option B: TransAmerica Emerging Growth Fund Option C: SEI S&P 500 Index Fund
-43- 50 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 1. Participant Directed Option D: NWQ Balanced Fund Investment (Continued) Option E: American Performance Bond Fund Option F: SEI Stable Asset Fund Option G: American Performance Treasury Fund Option H: ONEOK Inc. Preferred Stock, Series A Option I: U.S. Savings Bonds, Series E Option J: U.S. Savings Bonds, Series EE On and after September 15, 1994, a Participant may, by written or telephone voice response 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 Options A through G; and no new or additional investment of contributions and cash may be directed by a Participant to be made in Options H, I, or J. But a Participant may retain in his/her account the prior direction investments in such Options. Purchases of Common Stock by the Trustee pursuant to Option A above shall be made from the Company if it shall have made shares available for such purchases, in which event the purchase price shall be equal to ninety- five percent (95%) of the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange -Composite Transactions for the five (5) trading days immediately preceding the day or days of each month on which the Trustee receives contributions from the Participants and the Company or receives dividends on the Common and Preferred Stock held by the Trustee. When the Trustee purchases any Common Stock from the Company then, for that month, all sales of Common Stock shall be made by the Trustee in the open market and
-44- 51 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 1. Participant Directed not pursuant to paragraph 3. of this Article IX. If no shares of Common Stock are Investment (Continued) made available from the Company during the month, the Trustee may purchase such shares in the open market, or as provided in paragraph 4. of this Article IX. 2. Change in Participant's Any direction by a Participant that available funds in his/her Investment Direction account shall be invested under a particular investment option shall be deemed a continuing direction until changed by the Participant. A Participant may, by written direction to the Committee which shall in turn direct the Trustee in form prescribed by the Committee, by telephone voice response system direction in the manner prescribed by the Committee, or by such other means as may be authorized by the Committee, cancel or change any such investment direction from time to time; provided, that no Common Stock of the Company may be purchased for a Participant who is an insider of the Company within any period of less than six (6) months from any sale of Common Stock in his/her account. A Participant is an insider of the Company if he/she is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of equity security of the Company which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, or he/she is a director or an officer of ONEOK Inc. To the extent requested by the Committee, a Participant directing a change in investment direction involving Option A shall certify to the Committee and the Trustee in a form prescribed by the Committee whether or not he/she is an insider subject to the foregoing limitations. 3. Sale of Investments at A Participant may (i) by written direction in form prescribed Participant Direction by the Committee and countersigned by the authorized representative thereof, which countersignature shall be for the sole purpose of identification and authentication of good standing of the Participant, or (ii) by telephone voice response system authorized
-45- 52 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 3. Sale of Investments at and established by the Committee, direct the Committee and the Trustee to sell Participant Direction or turn in for redemption, as may be appropriate, any security purchased (Continued) at his/her direction; he/she may similarly direct the investment of the proceeds of any such sale or redemption, with or without the addition of other available cash then in his/her account, under any one or more of the investments options currently in effect under the Plan for which additional investment of contributions and cash may be directed; provided, however, that if a Participant shall direct the sale of a security purchased at his/her direction under Option A, and such Participant is an insider with respect to the Company under Section 16 of the Securities Exchange Act of 1934, then such Participant may not, for a period of six (6) months thereafter, direct the purchase of the same security for his/her account, and any existing direction by such Participant for further investment in that security shall be automatically suspended during such six (6)-month period. 4. Time of Action by The Trustee will comply with the directions of a Participant with respect Trustee on Investments 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. With respect to open market purchases of stock, the Trustee may, in accordance with regulations to be prescribed by the Committee, for the purpose of reducing brokerage commissions and other
-46- 53 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 4. Time of Action by expenses, defer the execution of directions to purchase or sell securities until the Trustee on Investments Trustee has accumulated directions to purchase or sell the quantities prescribed (Continued) in such regulations. 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. 5. Participant Rights as In the event that any option, rights, or warrants shall be granted or issued with to Options, Rights, respect to a security held by the Trustee under the Plan, the Trustee, to and Warrants the extent possible, shall give to the Participant in whose account such security is held a reasonable opportunity (which in any event shall not extend beyond five 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 any cash 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; provided, however, that the total of any such cash Payment and the amount of current monthly contribution shall not exceed the contribution and deposit and limitation set forth in Articles III and IV. Cash payments 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's Account for all purposes of the Plan except the Company's contributions under paragraph 1. of Article VII and except that, for a period of twelve (12) months after making any such payment, the Participant shall have the right, by written request to
-47- 54 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 5. Participant Rights as the Trustee in form prescribed by the Committee, to receive payment from the to Options, Rights, Trustee out of any cash available in the Participant's Account an amount equal and Warrants to the cash so paid, and such payment to the Participant shall not constitute a (Continued) withdrawal within the meaning of Article XII or 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. 6. Redemption of In the case of the redemption of any nontransferable security or on the maturity Nontransferable thereof, the Participant in whose account such security is held shall Securities take such steps as the Trustee may prescribe in order to effect the redemption or collection thereof by the Trustee. 7. Manner of Holding All cash and securities in Participants' Accounts shall, until disposed of pursuant Cash and Securities to the provisions of the Plan, be held in the possession of the Trustee. Transferable securities may be registered in the name of the Trustee or in the name of its nominee. Nontransferable securities shall be issued in such name or names as the Trustee may elect, subject to any applicable laws or regulations at the time in effect with respect thereto. In the sole discretion of the Trustee, investments in a particular security to be held in the accounts of more than one (1) Participant may be represented by a single stock certificate or a single bond, as the case may be.
-48- 55 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 8. Voting of Shares Shares of the voting stock of the Company held by the Trustee in the account of a Participant under the Plan will be voted or consents for action with respect thereto will be granted by the Trustee or other registered owner thereof only in accordance with written instructions given to the Trustee by the Participant, except that the Trustee, in its discretion, may vote or direct the registered owner to vote or may consent or direct the registered owner to consent to action being taken with respect to any such stock if the Trustee has not received written instructions from the Participant in whose account such shares are held at least five (5) days prior to the date of the meeting at which such vote is to be taken or the last date that a consent of action may be given. Notice of any such meeting or consent request shall be given by the Committee to the Participant and a request for written instructions shall be made by the Committee to be directed to the Trustee at such time and in such form as may be provided by rules and regulations adopted by the Committee. 9. Tender Offers Notwithstanding any other provisions of this Plan, the provisions of this paragraph 9. shall govern the tendering of shares of Common Stock of the Company held in this Plan. a. Upon commencement of a tender offer for any securities that are Common Stock of the Company, the Company shall notify each Participant of such tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant such information as is distributed to shareholders of the Company in connection with such tender offer, and shall provide a means by which the Participant can instruct the Trustee whether or not to tender the shares of Common Stock of the Company allocated to such Participant's account. The Company shall provide the Trustee with a copy of any materials provided to Participants.
-49- 56 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 9. Tender Offers b. Each Participant shall have the right to instruct the (Continued) Trustee as to the manner in which the Trustee is to respond to the tender offer for any and all of the shares of Common Stock of the Company allocated to such Participant's account. The Trustee shall respond to the tender offer with respect to shares of Common Stock of the Company as instructed by the Participant. The Trustee shall not tender any stock allocated to a Participant's account for which the Trustee has received no instructions from the Participant. c. The Trustee shall tender that number of unallocated shares of Common Stock of the Company which is determined by multiplying the total number of unallocated shares by a fraction of which the numerator is the number of shares of Common Stock of the Company allocated to Participants' accounts for which the Trustee has received instructions from Participants to tender (and such instructions have not been withdrawn as of the date of determination) and the denominator is the total number of shares of Common Stock of the Company allocated to Participants' accounts. d. A Participant who has directed the Trustee to tender shares of Common Stock of the Company allocated to such Participant's account may, at any time prior to the tender offer withdrawal date, instruct the Trustee to withdraw, and the Trustee shall withdraw, such shares of Common Stock from the tender offer prior to the withdrawal deadline. Prior to such withdrawal deadline, if unallocated shares of Common Stock of the Company have already been tendered, the Trustee shall redetermine the number of shares of Common Stock of the Company which would be tendered under paragraph 9.c. hereunder as if the date of such withdrawal were the date of
-50- 57 ARTICLE IX - INVESTMENT PROVISIONS PARAGRAPH 9. Tender Offers determination, and withdraw the number of unallocated shares necessary (Continued) to reduce the number of unallocated shares tendered to the amount so redetermined. A Participant shall not be limited as to the number of instructions to tender or withdraw which he/she may give to the Trustee. e. The Trustee shall credit the proceeds received in exchange for tendered shares of Common Stock of the Company to the account from which the tendered stock originated. Notwithstanding paragraph 3. of this Article IX, each Participant to whose account amounts have been allocated pursuant to this subparagraph e. shall have the right to direct the Trustee to immediately invest such amounts in any of the Options then available for investment under the Plan. 10. No Guarantee or Nothing in this Plan contained shall be construed as a guarantee by the Indemnity Company or by the Trustee of the value of any security in which funds held by the Trustee under the Plan are invested or as an indemnity against any loss resulting from such investments.
-51- 58 ARTICLE X CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT PARAGRAPH 1. General Charges All interest, dividends, and other income received by the Trustee in respect and Credits to assets included in a Participant's Account, and all gains or losses upon the sale of securities in the Participant's Account, as determined by the Trustee, shall be credited or charged, as the case may be, to the Participant's Account. 2. Calculation of The cost to be charged to a Participant's Account of securities purchased shall Charges and Credits be the average cost of all securities of the particular issue purchased to Participant Accounts by the Trustee at the direction of Participants. The proceeds credited to a Participant's Account upon the sale or redemption of any securities shall be the actual proceeds thereof, except that if the Trustee is making sales of securities of a particular issue at the direction of two (2) or more Participants at substantially the same time, the proceeds credited to each Participant's Account may be based upon the average of the selling prices realized upon such sales, if the Trustee, in its discretion, shall determine that market conditions are such as to make that action advisable. 3. Commissions, Taxes, Brokerage commissions, transfer taxes, and other charges and expenses in and Charges on Security connection with the purchase or sale of securities shall be added to the Purchases and Sales cost of such securities or deducted from the proceeds thereof, as the case may be. 4. Investment Management Investment management fees charged or incurred by any person, firm, or entity for Fees the management of investments made in or by any fund in connection with a Participant's investment in Option B (Group Investment Contracts), Option C (Standard & Poors 500 Index Fund), Option D (Pooled Investment in Insured Bank Deposits and Certificates of
-52- 59 ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT PARAGRAPH 4. Investment Management Deposit), Option H (American Performance Equity Fund) or Option I (American Fees (Continued) Performance Bond Fund), under paragraph 1. of Article IX, above, shall be charged against the Participant's Account as the Trustee shall determine. 5. Calculation of Credits Upon the redemption or maturity or any nontransferable Government bonds included for Redemption in a Participant's Account, the difference between the cost thereof and the amount received upon such redemption or maturity shall be credited to the Participant's Account as income. 6. Taxes Taxes, if any, on any assets held by the Trustee or income therefrom which are payable by the Trustee shall be charged against the Participants' Accounts as the Trustee shall determine.
-53- 60 ARTICLE XI VESTING AND LIQUIDATION OF ACCOUNTS PARAGRAPH 1. Vesting of Participant A Participant's contributions under Article IV and his/her rights in the accrued and Company benefit derived therefrom, are nonforfeitable. The Company's 401(k) Contributions Contributions and Matching Contributions for the account of a Participant, and any income and earnings therefrom and accretions thereon, shall become vested in such Participant immediately upon payment of such contributions to the Trustee and receipt by the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of investments) the Participant may not thereafter be deprived of such funds under any provision of the Plan. All accounts of a Participant under the Plan shall be nonforfeitable. 2. Withdrawals The Company's contributions and Participant After-Tax Deposits credited to the account of a Participant, and the income and earnings on and accretions to a Participant's account whether derived from the Participant's deposits or the Company's contributions or from any other funds at any time in said account, may be withdrawn by or paid to the Participant upon request by the Participant as provided for in Article XII or upon complete liquidation of the Participant's account as provided for in paragraphs 3., 6., and 7. of this Article XI, or upon termination of the Plan as provided in paragraph 9. of Article XII or upon adverse modification of the Plan as provided in paragraph 3. of Article XXIII or upon termination of the Trust as provided in paragraph 5. of Article XXIII. 3. Distribution of Except as provided in paragraph 5. of this Article XI, when a Participant dies or Participant Accounts his/her employment with the Company is terminated by retirement or for any other reason (except transfer of employment to a
-54- 61 ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS PARAGRAPH 3. Distribution of subsidiary of the Company participating in the Plan), the account of such Participant Accounts Participant under the Plan will be completely liquidated, and the entire (Continued) balance of the account will be distributed in a single payment to the Participant, or his/her surviving spouse, beneficiaries or legatees, or heirs, respectively, whichever is entitled thereto. The determination of the distributee or distributees in the event of a Participant's death shall be made in accordance with Article XIII of the Plan. Every distribution on death of a Participant shall be an immediate distribution by a single payment of the entire account. It is intended by this paragraph 3. that distribution of the entire balance in the account of a Participant is to be made as soon as reasonably practicable after the death of a Participant, or termination of employment by retirement or for any other reason and in no event shall distribution by reason of the Participant's death be made later than five (5) years after the death of the Participant; provided, that if the Participant's account exceeds three thousand five hundred dollars ($3,500), it shall not be immediately distributed until the Participant attains age sixty-five (65) without the written consent of the Participant; but no consent to immediate distribution shall be required in the event of the death of a Participant, and such requirement of consent shall not give a Participant a right to any form or method of payment of his/her account, and his/her account shall be maintained and distributed thereafter only in accordance with the rights to, and sequence of requested distribution stated in paragraphs 6. and 8. of this Article XI, below. Any such undistributed balance of the Participant's account shall be distributed upon his/her attaining age sixty-five (65); provided that a Participant who has separated from employment with the Company by retirement or for any reason other than death, may make the affirmative election
-55- 62 ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS PARAGRAPH 3. Distribution of to defer distribution of his/her account beyond age sixty-five (65) pursuant to Participant Accounts paragraph 5. of this Article XI, below. (Continued) 4. Time of Distribution Unless the Participant elects otherwise under paragraph 5. of this Article XI, notwithstanding any other provisions of the Plan, the payment of benefits under the Plan to the Participant will begin not later than the sixtieth (60th) day after the latest of the close of the Plan Year in which: a. the Participant attains the age sixty-five (65), b. occurs the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan, or c. the Participant terminates employment with the Company. 5. Participant Election A Participant whose employment with the Company is terminated by retirement or to Defer Distribution for any reason other than death, may make an affirmative election to defer the distribution of his/her account if it exceeds three thousand five hundred dollars ($3,500) on the date of his/her retirement or separation from service. Such affirmative election of deferral of distribution is separate and distinct from the requirement of consent to immediate distribution stated in paragraph 3. of this Article XI, and shall apply independently thereof. It shall be made by written statement describing the Participant's account in a form prescribed by the Committee, signed by the Participant and delivered by him/her to the Committee not later than sixty (60) days following the Participant's retirement or separation from service. 6. Sequence of Deferred If a Participant refuses consent to immediate distribution of his/her account under Distribution of paragraph 3. of this Article XI, above, or Accounts
-56- 63 ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS PARAGRAPH 6. Sequence of Deferred a Participant makes the affirmative election of deferral of distribution provided in Distribution of paragraph 5. of this Article XI, his/her account shall continue to be Accounts (Continued) maintained in the Trust in the manner provided by the Plan. Subject to the prior approval and consent of the Committee, the Participant may at any time thereafter request in writing that distribution of his/her account be made. When such a request is approved by the Committee, the Participant's account shall be distributed to the Participant within a reasonable time following receipt and approval of that request; provided that such a deferred distribution of a Participant's account shall be only in the following sequence: first, either all of his/her account, or all of his/her Participant contributions; second, the balance of the account not previously distributed; thus, all of a Participant's contributions must be distributed to him/her at one time, and no Company contributions can be distributed without previous or concurrent distribution of all Participant contributions. A Participant who has withdrawn all of his/her own contributions prior to deferral of distribution hereunder may thereafter request and receive only a single distribution of the balance of his/her account. No earnings credited to the account of a Participant can be distributed to him/her after his/her termination of employment with the Company without liquidating the total account balance. 7. Deferred Distribution A Participant who makes the affirmative election to defer the distribution of at Age Seventy (70) his/her account under paragraph 5. of this Article XI, shall in all events have any undistributed balance of his/her account paid and distributed to him/her not later than the first day of the month next following the date on which he/she attains age seventy (70).
-57- 64 ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS PARAGRAPH 8. Distribution of If a Participant who has refused to consent to immediate distribution under Deferred Accounts at paragraph 3. this Article XI, above, or who has made the affirmative Death of Participant election to defer receipt of his/her account under paragraph 5. of this Article XI, dies before a complete distribution of the account has been made, then upon his/her death, his/her entire account balance shall be distributed to his/her surviving spouse, beneficiaries, or legatees in the same manner and within the same time periods following such death as are provided for under paragraph 3. of this Article XI in the case of a Participant's death prior to other termination of his/her employment with the Company. 9. Mandatory Time of Notwithstanding the foregoing, in no event will the entire balance in the Distribution account of any Participant be distributed to such Participant later than April 1 of the calendar year following the calendar year in which the Participant attains age seventy and one-half (70 1/2); provided, in the event a Participant remains in the active employment of the Company and participation in the Plan after having attained age 70 1/2, a distribution from such Participant's Plan account shall be made to him no less frequently than the last day of each calendar year in such amount as is necessary in order for the Plan to conform to the minimum distribution requirements prescribed in Code Section 401(a)(9); provided, further, in the event a Participant dies before the distribution of the Participant's interest has begun, then the entire interest of the Participant will, in any event, be distributed within five (5) years after the death of the Participant. Every distribution of a Participant's account on his/her death shall be made at least as rapidly as the immediate total distribution generally provided for distributions hereunder, without any deferral allowed.
-58- 65 ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS PARAGRAPH 10. Form of Distributions In so far as practicable, upon any complete liquidation of a Participant's account, upon distributions under paragraphs 6. or 7. of this Article XI, and upon withdrawals provided for in Article XII, any securities held in the account of the Participant will be distributed in kind if the Participant so requests, but where this form of distribution is impracticable cash will be paid in an amount equal to the value at the time of distribution, as determined by the Trustee, of any investment that it is impracticable to distribute in kind. No other form of distribution (neither annuity contract nor other item) shall be made from the Trust; provided, that accrued benefits of accounts transferred to the Trust from the trust of a subsidiary plan pursuant to paragraphs 1. or 2. of Article V, which are subject to the provisions of Article XXII hereof shall be distributed as provided therein. 11. Qualified Domestic Notwithstanding any other provisions of the Plan, if a Participant's account is Relations Orders; ordered paid, transferred, or assigned, in whole or in part, to an alternate Distributions payee pursuant to an order determined by the Plan Administrator to be a Qualified Domestic Relations Order within the meaning of Code Section 414(p), the payment and distribution to such alternate payee of amounts attributable to the Participant's account is authorized to be made by the Plan Administrator pursuant to such a Qualified Domestic Relations Order prior to the date on which the Participant attains the earliest retirement age under the Plan, and within a reasonable period of time after such determination, if such payment is otherwise permissible under Code Section 414(p). For purposes of this paragraph 11., the term "earliest retirement age" shall mean the earlier of (i) the date on which the Participant is entitled to a distribution under the Plan, or (ii) the later of (a) the date the Participant attains age fifty (50), or (b) the earliest date on which the
-59- 66 ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS PARAGRAPH 11. Qualified Domestic Participant could begin receiving benefits under the Plan if the Participant Relations Orders; separated from service. Distributions (Continued)
-60- 67 ARTICLE XII WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 1. Withdrawals from 401(k) Subject to the limitations of paragraph 5. below, a Participant may withdraw Contribution Account amounts from his/her 401(k) Contribution Account by submitting his/her written request to the Committee at such time and in such manner as shall be prescribed by the under the following conditions: a. The withdrawal request must be on account of an immediate and heavy financial need (sometimes hereinafter referred to as "hardship") of the Participant and the withdrawal must be necessary to satisfy such hardship, all as determined by the Committee in accordance with the nondiscriminatory and objective standards set forth herein. b. No hardship withdrawal shall be made in an amount in excess of the amount of the immediate and heavy financial need of the Participant. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. c. No hardship withdrawal shall be permitted unless the Participant has obtained all distributions other than hardship distributions from the Company's 401(k) Contributions in the Participant's Account, and has obtained all nontaxable loans currently available under all plans maintained by the Company. d. A withdrawal will be deemed to be made on account of an immediate and heavy financial need if it is on account of: (1) Expenses for medical care described in Code Section 213(d) previously incurred by the Participant, the Participant's spouse, or any
-61- 68 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 1. Withdrawals from 401(k) dependents of the Participant (as defined in Code Section 152), or Contribution Account necessary for these persons to obtain medical care described (Continued) in Section 213(d); (2) Costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments); (3) Payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, or the Participant's spouse, children, or dependents (as defined in Code Section 152); (4) Payments necessary to prevent the eviction of the Participant from his/her principal residence or foreclosure on the mortgage on that residence; (5) Such other facts and circumstances as the Commissioner of Internal Revenue lists as deemed immediate and heavy financial needs through publication of revenue rulings, notices, and other documents of general applicability. e. The Committee may determine that a request for withdrawal on the basis of facts and circumstances other than those stated in subparagraph d. (1) through (5), above, is on account of immediate and heavy financial need. In making such determination, the Committee shall consider the event or cause of the financial need; all apparent legal and ethical obligations or considerations which may require the Participant to utilize his/her Plan account to meet such need; the importance of the need to the health, welfare, and support of the
-62- 69 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 1. Withdrawals from 401(k) Participant and members of his/her immediate family; the probable effect on Contribution Account the Participant of denial of the requested withdrawal; and such (Continued) other facts and circumstances which indicate existence of an immediate and heavy financial need by the Participant which is comparable to the deemed immediate and heavy financial needs described in subparagraph d. (1) through (5). f. If a hardship withdrawal is made to a Participant, then: (1) The Participant's elective Reductions in Compensation and 401(k) Contributions attributable thereto, and all other Participant deposits and contributions to the Plan and all other plans of deferred compensation of the Company will be suspended for twelve (12) months after the hardship withdrawal is made; and (2) The Participant may not make elective Reductions in Compensation for the Participant's taxable year immediately following the taxable year of the hardship withdrawal in excess of the applicable limit under Code Section 402(g) for such next taxable year less such Participant's elective Reduction in Compensation for the taxable year of the hardship withdrawal. g. The hardship withdrawal, if approved by the Committee, shall be paid to the Participant as soon as practicable following the date the Participant's written request is submitted to the to the Committee. 2. Participant Withdrawals A Participant may, by written request to the Trustee in form approved by the of After-Tax Participant Committee, make withdrawals from any unwithdrawn amounts of his/her After-Tax Deposits Participant Deposits
-63- 70 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 2. Participant Withdrawals theretofore deposited with the Trustee, subject to the same conditions and of After-Tax Participant requirements as to financial hardship as are provided under subparagraphs Deposits (Continued) a., b., d., e., f.(1), and g. of paragraph 1. of this Article XII; provided, that such conditions and requirements shall not apply to a Participant's request for withdrawal of any part or all of his/her pre- 1987 Employee Contributions Account Balance. The amount which may be so withdrawn by a Participant shall not exceed the entire balance of his/her Employee Contribution Account. Such withdrawals shall be in accordance with the provisions of this Article XII. 3. Participant Withdrawals Except as otherwise expressly provided herein, after August 31, 1989, a of Matching Contributions Participant shall not be permitted or allowed to withdraw any Company or Other Amounts Matching Contributions or other amounts in excess of the amount of 401(k) Contributions or After-Tax Participant Deposits in his/her Account. 4. Sequence of Permitted In the event a Participant desires to withdraw funds credited to his/her Withdrawals Accounts from After-Tax Participant Deposits, the withdrawal sequence shall be: first, the Participant's contributions which are in the Participant's Pre-1987 Employee Contribution Account Balance; second, the Participant's Separate Section 72(d) Employee Contribution Account; and third, the balance of the Participant's Account, if any, which may be withdrawn under this Article XII. 5. Frequency for A requested withdrawal by a Participant of any part of his/her Accounts under this Withdrawals Plan shall not be allowed unless at least twelve (12) consecutive months of continuous participation and contributions have elapsed since any prior withdrawal by the Participant. 6. Voluntary Withdrawal Subject to prior approval of the Committee, a Participant who has completed five After Age Fifty-Nine (5) years of participation in this Plan may be allowed to withdraw a and One-Half (59 1/2) single sum amount not exceeding
-64- 71 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 6. Voluntary Withdrawal the entire balance in his/her Accounts at any time after his/her attainment of After Age Fifty-Nine age fifty-nine and one-half (59 1/2). Such a voluntary withdrawal may and One-Half (59 1/2) be made only one (1) time by any Participant. (Continued) 7. Distributions in Notwithstanding any other provisions hereof limiting the distribution or withdrawal Certain Events of a Participant's 401(k) Contribution Account or other amounts of a Participant's Account, a Participant's Account may be distributed in the event of (i) the termination of the Plan without establishment or maintenance of another defined contribution plan by the Company (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), (ii) the disposition by the Company of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used by the Company in a trade or business of the Company, but only with respect to a Participant who continues employment with the corporation acquiring such assets, or (iii) the disposition by the Company of the Company's interest in a subsidiary (within the meaning of Code Section 409(d)(3)), but only with respect to a Participant who continues employment with such subsidiary. No such distribution shall be permitted to a Participant unless it is made in the form of a lump sum distribution as defined in Code Section 401(k)(10)(B)(ii); and a distribution by reason of an event described in clause (ii) or (iii) of the preceding sentence of this paragraph 7. shall not be permitted unless the transferor corporation continues to maintain the Plan after the disposition. 8. Participant Loan The Committee and the Trustee shall have the power and duty to establish a Program nondiscriminatory Participant loan program for the Plan, which the Trustee shall observe in making loans, if any, to Participants and under which loans may be made available to all Participants and beneficiaries under the Plan who are parties in interest with respect
-65- 72 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 8. Participant Loan to the Plan, within the meaning of Section 3(14) of the Employee Retirement Income Program (Continued) Security Act of 1974 as amended, on a reasonably equivalent basis and not made available in an amount to Highly Compensated Employees which is greater than the amount available to other Employees, which loans shall be made in accordance with specific provisions regarding such loans set forth in the Plan or in a separate written document forming a part of the Plan, and which loans shall bear a reasonable rate of interest and be adequately secured. The loan program to be established for the Plan shall be contained in a written document separate from this Plan but forming part of the Plan and incorporated herein by reference for all purposes, which shall include the following: (i) the identity of the person or positions authorized to administer the Participant loan program; (ii) a procedure for applying for loans; (iii) the basis on which loans will be approved or denied; (iv) limitations (if any) on the types and amount of loans offered; (v) the procedure under the program for determining a reasonable rate of interest; (vi) the types of collateral which may secure a Participant loan; (vii) the events constituting default and steps that will be taken to preserve Plan assets in the event of such default; and (viii) the other requirements, policies, and procedures with respect to the Participant loan program which the Committee determines should be included therein from time to time. The separate written document containing such provisions of the Plan loan program shall be maintained by the Committee in the office of the Secretary of the Company, or by such other person as may be designated by the Committee, and shall be made available for inspection or copying upon the request of Participants and beneficiaries of the Plan. Notwithstanding anything to the contrary expressed herein, there shall be no reduction of the accrued benefit of a Participant in
-66- 73 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 8. Participant Loan his/her account in the Plan by reason of any default on a plan loan to such Program (Continued) Participant prior to the time at which an actual distribution of the amount of such reduction to the Participant would otherwise be permissible under the Plan. A plan loan will not be considered to be a distribution or reduction of the Participant's accrued benefit in his/her account solely by reason of its inclusion in his/her gross income under Code Section 72(p). Any such loan shall be made upon application of the Participant, and on terms acceptable to the Committee in an amount which when added to the outstanding balance of all other loans from the Plan to the Participant does not exceed the lesser of (i) fifty thousand dollars ($50,000), reduced by the excess (if any) of (a) the highest outstanding balance of loans from the Plan during the one (1)-year period ending on the day before the date on which such loan was made, over (b) the outstanding balance of loans from the Plan on the date on which such loan was made, or (ii) one-half (1/2) of the present value of the nonforfeitable accrued benefit of the Participant under the Plan. Such loan shall bear interest at such reasonable rate as the Committee may establish, and the Committee shall make such arrangements for adequate security and repayment as are reasonable under the circumstances. The Committee shall require the prior written consent of the Participant and, if married, the Participant's spouse, with respect to any loan which is secured by such married Participant's accrued benefit under this Plan. The written consent of the Participant's spouse shall acknowledge the effect thereof and be witnessed by a Plan representative or notary public. Any such loan shall by its terms be required to be repaid within five (5) years, except a longer term loan may be made in the case of a loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as
-67- 74 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 8. Participant Loan the principal residence of the Participant. Except as permitted by regulations, Program (Continued) any loan shall provide for substantially level amortization thereof (with payments to be made not less frequently than quarterly) over the term of the loan. In its discretion, the Committee may direct more than one (1) loan to a Participant, but the aggregate amount of all such loans outstanding at any time shall not exceed the maximum amount hereinabove stated. In the event of default in repayment, separation from service, or death of the Participant, while a loan is outstanding, the unpaid balance and any interest due thereon shall immediately become due and payable and shall be charged first against the balance to the Participant's credit in the Participant's Pre-1987 Employee Contribution Account Balance, if any, then against the Participant's Separate Section 72(d) Employee Contribution Account Balance, if any, then against the rest of the Participant's Employee Contribution Account, and then against the balance of the Participant's Account. For purposes of the foregoing limitations, the rules applicable to affiliated corporations and employers under Code Sections 414(b),(c), and (m) shall apply, and all plans of the Company determined (after the application of such sections) shall be treated as one (1) plan. 9. No Withdrawal of Loan A Participant to whom a loan has been made pursuant to the provisions of paragraph Amount 8. of this Article XII, shall not be allowed at any time to withdraw any amount from his/her Account in excess of the amount which is equal to the current value of his/her Account minus the outstanding unpaid balance of such loan together with any accrued interest thereon. 10. No Withdrawal of When a Participant's employment with the Company is terminated by retirement or Deferred Account for any other reason other than death, and he/she either does not consent to immediate distribution of his/her account under paragraph 3. of Article XI, or he/she elects
-68- 75 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 10. No Withdrawal of to defer the distribution of his/her account under paragraph 5. of Article XI, Deferred Account he/she shall thereafter receive distribution of his/her account only in (Continued) accordance with the provisions of paragraphs 6., 7., and 8. of Article XI, and he/she shall not be permitted thereafter to make withdrawal of the funds in his/her account pursuant to the withdrawal provisions of this Article XII. 11. Suspension During A Participant's deposits and the corresponding Company Matching Contributions Approved Leave will be suspended automatically for the period of any Company-approved of Absence leave of absence without pay, including military and other governmental service. The Participant's employment with the Company shall not be treated as terminated thereby for the purposes of paragraph 3. of Article XI. 12. Effect of Termination Any termination or suspension under any provision of this Plan, except suspension or Suspension of of deposits under paragraph 11. of this Article XII, shall have the Participation 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, the Participant may again commence participation in the manner provided in paragraph 2. of Article II hereof 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. 13. No Forfeiture for No termination or suspension of participation in the Plan or failure to resume Suspension or participation at any time shall affect the Participant's right to receive Termination distribution of his/her account upon complete liquidation upon the terms and at the time provided in paragraph 3. of Article XI, or upon termination of the Plan as provided in paragraph 12. of this Article XII or upon
-69- 76 ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS PARAGRAPH 13. No Forfeiture for adverse modification of the Plan as provided in paragraph 3. of Article XXIII, or Suspension or upon termination of the Trust as provided in paragraph 5. of Article XXIII. Termination Furthermore, and notwithstanding any other terms or provisions of this Plan, no (Continued) suspension or termination of participation under the Plan shall operate to alter a Participant's rights, privileges, or obligations thereunder with respect to the management or disposition of his/her account with the Trustee. 14. Termination of Plan Upon a partial termination of the Plan, or upon a termination of the Plan as an entirety or as to any subsidiary of the Company, each Participant of the Company or of such subsidiary then participating, as the case may be, will receive distribution of the entire balance of his/her account. 15. Valuation of For the purpose of valuing a Participant's Account in connection with any withdrawal Securities under the provisions of this Article XII and for the purpose of any distribution in kind, any nontransferable Government bonds shall be valued at the then current redemption price thereof, and other securities shall be valued at prices determined by the Trustee, as near as practicable to those then obtainable upon a sale in the open market.
-70- 77 ARTICLE XIII BENEFICIARIES IN THE EVENT OF DEATH PARAGRAPH 1. Surviving Spouse as A Participant's nonforfeitable Accrued Benefit (reduced by any security interest Primary Beneficiary held by the Plan by reason of a loan outstanding to such Participant) shall be payable in full, on the death of the Participant, to the Participant's surviving spouse, or if there is no surviving spouse or the surviving spouse consents, in the manner provided in paragraph 2. of this Article XIII, below, then to a designated beneficiary of the Participant under paragraph 3. of this Article XIII. 2. Election and Consent to A Participant may elect at any time to waive the required distribution and Alternate Beneficiary payment of his/her Account to his/her surviving spouse in the event or Beneficiaries of his/her death. Any such election must be made in writing by the Participant in the form prescribed by the Committee. Any election by a Participant to waive the surviving spouse benefit may be revoked at any time by the Participant by a written declaration of revocation delivered to the Committee in such form as it may prescribe. Any election to waive the surviving spouse benefit provided under paragraph 1. of this Article XIII above shall not take effect unless the spouse of the Participant consents in writing to such election, such election designates a beneficiary which may not be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without requirement of further consent by the spouse), and the spouse's consent acknowledges the effect of such election and is witnessed by a Plan representative or notary public; or it is established to the satisfaction of the Plan representative that the consent required of the spouse, as hereinabove provided, may not be obtained because the spouse cannot be located, or because of such other
-71- 78 ARTICLE XIII - BENEFICIARIES IN THE EVENT OF DEATH PARAGRAPH 2. Election and Consent to circumstances as may be prescribed by Treasury Regulations; provided, that any such Alternate Beneficiary consent by a spouse shall be effective only with respect to such spouse. or Beneficiaries (Continued) 3. Designation of A Participant who has no spouse, or who with his/her spouse's consent has elected Beneficiary or to waive the surviving spouse benefit as hereinabove provided, may file Beneficiaries with the Committee, a written designation, in the form prescribed by the Committee, of the beneficiary or the beneficiaries to receive all or part of his/her account upon his/her death, and the Participant shall also file with the Committee such information as to the identity of the beneficiary or beneficiaries and the relationship of the beneficiary or beneficiaries to the Participant as the Committee may from time to time require. The last designation received by the Committee shall be controlling over any testamentary or other disposition; provided, however, that no designation, or change or cancellation thereof, under this Plan shall be effective unless received by the Committee prior to the Participant's death, and in no event shall it be effective as of a date prior to such receipt. 4. Payment and Distribution Upon the death of a Participant, his/her account shall be paid or distributed to the to Beneficiary or Participant's spouse, or beneficiary or beneficiaries designated by him/her as Beneficiaries provided in the preceding paragraphs 1. through 3. of this Article XIII, or, in the absence of such designation, to the estate of the Participant or to the beneficiary or beneficiaries entitled thereto under the intestacy laws governing the disposition of his/her estate, and thereupon the Trustee, the Company, and the Committee shall not be under any further liability to anyone.
-72- 79 ARTICLE XIV SUBSIDIARIES PARAGRAPH 1. This Plan may be modified and amended at any time by the Board of Directors for the purpose of extending its benefits to the employees of one (1) or more subsidiaries of the Company on such terms as the Board of Directors may determine.
-73- 80 ARTICLE XV ADMINISTRATION PARAGRAPH 1. Thrift Plan Committee The Plan shall be administered by a Committee consisting of not less than three (3) members, who shall be appointed from time to time by the Board of Directors and shall serve at the pleasure of the Board. Each of the members of the Committee shall from time to time designate an alternate who shall have full power to act in his/her absence or inability to act. Members of the Committee may Participate in the benefits under the Plan provided they are otherwise eligible to do so. Except as otherwise provided by the Board of Directors, no member of the Committee shall receive any compensation for his/her services as such. No bond or other security shall be required of any member of the Committee in such capacity in any jurisdiction. In the absence of the Chairman of the Committee, the alternate designated by the Chairman shall preside at the meetings of the Committee. 2. Trust and Trustee The Company and the Bank of Oklahoma, N.A., have entered into a Trust Agreement pursuant to which the Bank of Oklahoma, N.A., is to act as Trustee under the Plan. The Company may, without further reference to or action by any Employee, Participant, or any subsidiary of the Company participating in the Plan, (a) from time to time enter into such further agreements with the Trustee or other parties, and make such amendments to said Trust Agreement or such further agreements, as the Company may deem necessary or desirable to carry out the Plan; (b) from time to time designate successor Trustees which in each case shall be a bank or trust company having capital and surplus of not less than five hundred million dollars ($500,000,000); and (c) from time to time take such other steps and execute such other instruments as the Company may deem necessary or desirable to put the Plan into effect or to carry it out. The Board shall determine
-74- 81 ARTICLE XV - ADMINISTRATION PARAGRAPH 2. Trust and Trustee the manner in which the Company shall take any such action. The Committee (Continued) shall advise the Trustee in writing with respect to all benefits which become payable under the terms of the Plan and shall direct the Trustee to pay such benefits from the respective Participants' Accounts. The Committee shall have such other powers and duties as are specified in this instrument as the same may from time to time be constituted, and not in limitation but in amplification of the foregoing, the Committee shall have power, to the exclusion of all other persons, to interpret the provisions of this instrument, to decide any disputes which may arise hereunder; to construe and determine the effect of beneficiary designations; to determine all questions that shall arise under the Plan, including questions as to the rights of Employees to become Participants, as to the rights of Participants, and including questions submitted by the Trustee on all matters necessary for it properly to discharge its duties, powers, and obligations; to employ legal counsel, accountants, actuaries, consultants and agents; to establish and modify such rules and regulations for carrying out the provisions of the Plan not inconsistent with the terms and provisions hereof, as the Committee may consider proper and desirable; and in all things and respects whatsoever, without limitation, to direct the administration of the Plan and Trust with the Trustee being subject to the direction of the Committee. The Committee may supply any omission or reconcile any inconsistency in this instrument in such manner and to such extent as it shall deem expedient to carry the same into effect and it shall be the sole and final judge of such expediency. The Committee may adopt such regulations with respect to the signature by an Employee, Participant and/or the spouse of an Employee or Participant to any directions or other
-75- 82 ARTICLE XV - ADMINISTRATION PARAGRAPH 2. Trust and Trustee papers to be signed by Employees or Participants and similar matters as the (Continued) Committee shall determine in view of the laws of any state or states. 3. Plan Fiduciaries The Fiduciary of the Plan, who shall have authority to control and manage the operation and administration of the Plan, is the Committee. The Fiduciary may serve in more than one (1) fiduciary capacity under the Plan. It may employ one (1) or more persons to render advice to it. It may delegate ministerial functions to any person or persons. The Trustee and the Company may by agreement in writing arrange for the delegation by the Trustee to the Committee of any of the Trustee's functions except the custody of the assets, the voting with respect to shares held by the Trustee, and the purchase and sale or redemption of securities. Any action in accordance with this paragraph will be subject to advance approval of the Board of Directors of the Company. 4. Action by Thrift Any act which this instrument authorizes or Plan Committee requires the Committee to do may be done by a majority of the then members of the Committee. The action of such majority of the members expressed either by a vote at a meeting or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all of the members of the Committee at the time in office, provided, however, that the Committee may, in specific instances, authorize one (1) of its members to act for the Committee when and if it is found desirable and convenient to do so. 5. Costs of Plan Except as provided in paragraphs 3., 4., and Administration 6. of Article X hereof, the Company shall pay all costs and expenses incurred in administering the Plan including without
-76- 83 ARTICLE XV - ADMINISTRATION PARAGRAPH 5. Costs of Plan limitation the expenses of the Committee, the fees and expenses of the Trustee, the Administration fees of its counsel, and other administrative expenses. (Continued) 6. Uniform and All rules and decisions of the Committee shall be uniformly and consistently applied Nondiscriminatory to all Employees and Participants in similar circumstances. The Committee shall be Application entitled to rely upon information furnished by the Company pertinent to any calculation or determination made pursuant to this Plan. 7. Summary Plan The Committee shall cause to be furnished to each Participant a written summary of Description the Plan and any amendment thereto. Such summary shall include the designation of the plan administrator, name of the Trustee, and shall set forth the Participant's rights and duties with respect to the benefits available to him/her under the Plan. Any decisions of the Committee respecting an Employee's right to become a Participant in the Plan or the right of a Participant to benefits shall be delivered to the Employee or Participant in writing. If an Employee or Participant is denied benefits under the Plan, the Committee shall notify the Employee or Participant of its decision in writing, giving the specific reason or reasons for such decision, and advising the Employee or Participant of his/her right to request a review of his/her claim, to review pertinent documents and to submit issues and comments in writing. Such request must be made in writing to the Committee within sixty (60) days after receipt of the Committee's notice. Within thirty (30) days after filing such request, the Employee or Participant shall be granted a hearing before the full Committee. The Employee or Participant and the Committee shall be entitled to counsel at such hearing. A decision by the full Committee shall be made within sixty (60) days after receipt of the request for review. If after such
-77- 84 ARTICLE XV - ADMINISTRATION PARAGRAPH 7. Summary Plan hearing there is still a dispute between the Committee and an Employee or Participant Description as to the Committee's decision, the Employee or Participant may request that such (Continued) dispute be submitted to the American Arbitration Association for disposition according to its rules. The decision of the American Arbitration Association shall be final and binding on all parties. The cost of such arbitration shall be borne equally by the Company and the Employee or Participant. 8. Recognition of Agency The Trustee need not recognize the agency of any party for an Employee or Relationships Participant unless it shall receive documentary evidence thereof satisfactory to it and thereafter from time to time, as the Trustee may determine, additional documentary evidence showing the continuance of such agency; provided that the Trustee shall not be required to recognize any agency which the Trustee deems to be a device for violating the provisions of Article XVII. Until such time as the Trustee shall receive documentary evidence satisfactory to it of the cessation or modification of any agency, the Trustee shall be entitled to rely upon the continuance of such agency and to deal with the agent as if he/she or it were the Employee or Participant. 9. Audit The independent accountants who audit the books and accounts of the Company shall annually examine the records of the Company and the Committee in respect of the Plan and, on the basis of such examination, make such report to the Trustee as it may request. The records of the Trustee and (subject to such report by said independent accountants) the records of the Company and the Committee shall be conclusive in respect of all matters involved in the administration of the Plan. 10. Annual Reports The Committee shall annually, mail to each Participant a statement as of the end of the
-78- 85 ARTICLE XV - ADMINISTRATION PARAGRAPH 10. Annual Reports previous Plan Year, at such time and in such form as the Committee shall determine, (Continued) setting forth the account of such Participant. Such statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after the mailing of such statement to the Participant. 11. ONECU Maintenance The Plan has been adopted and is maintained by ONECU for its eligible employees, of Plan and the Plan will be administered in accordance with its terms by the Committee for such employees of ONECU and their beneficiaries in the same manner as for the Employees of the Company; subject to all applicable provisions and requirements of Code Section 413(c) with respect to a plan maintained by more than one (1) employer.
-79- 86 ARTICLE XVI NOTICES AND OTHER COMMUNICATIONS PARAGRAPH 1. Delivery of Notices and All notices, reports, and statements given, made, delivered, or transmitted Other Documents to a Participant shall be deemed duly given, made, delivered, or transmitted when mailed, by such class of mail as the Trustee may deem appropriate, with postage prepaid and addressed to the Participant at the address last appearing on the books of the Company. A Participant may change his/her address from time to time by written notice in form prescribed by the Committee. 2. Delivery of Written directions, notices, and other communications from Participants to the Communications by Company, the Trustee, or the Committee shall be mailed by first-class Participants mail or delivered to such location as shall be specified in regulations or upon the forms prescribed by the Committee, and shall be deemed to have been given when received as such location.
-80- 87 ARTICLE XVII NON-ASSIGNABILITY PARAGRAPH 1. General To the extent permitted by law, it is a condition of the Plan, and all rights of each Participant shall be subject thereto, that no right or interest of any Participant in the Plan or in his/her account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including (but without limitation) execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, but excluding devolution by death or mental incompetency; and no right or interest of any Participant in the Plan or in his/her account shall be liable for or subject to any obligation or liability of such Participant. 2. Loans The foregoing limitation in paragraph 1. shall not apply to a loan made to a Participant if such loan is secured by the Participant's accrued nonforfeitable benefit and such loan is made in accordance with the nondiscriminatory loan policy prescribed in paragraph 8. of Article XII. 3. Qualified Domestic The foregoing limitation shall not apply to a Relations Orders Qualified Domestic Relations Order, and payments shall be made hereunder in accordance with the applicable requirements of any such Qualified Domestic Relations Order in accordance with written procedures to be established by the Committee to determine the qualified status of domestic relations orders and to administer distributions under such orders in accordance with Section 206(d)(3) of ERISA, and regulations thereunder. For purposes of this Plan a "Qualified Domestic Relations Order" means any judgment, decree, or order (including approval of a property settlement) which creates or recognizes the existence of an alternate payee's right to, or assigns to an alternate payee the right to receive all
-81- 88 ARTICLE XVII - NON-ASSIGNABILITY PARAGRAPH 3. Qualified Domestic or a portion of the benefits payable with respect to a Participant under this Plan, Relations Orders and relates to the provision of child support, alimony payments, or (Continued) marital property rights to a spouse, former spouse, child, or other dependent of a Participant, is made pursuant to a state domestic relations law (including a community property law), and which meets the requirements of Section 206(d)(3)(C) and (D) of ERISA. For purposes of the foregoing, an "alternate payee" means any spouse, former spouse, child, or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of, the benefits payable under the Plan with respect to such Participant.
-82- 89 ARTICLE XVIII TERMS OF EMPLOYMENT UNAFFECTED PARAGRAPH 1. Participation in the Plan by a Participant shall in no way affect any of the Company's rights to assign such Participant to a different job or position; to change his/her title, authority, duties, or rate of compensation; or to terminate his/her employment.
-83- 90 ARTICLE XIX CONSTRUCTION OF PLAN PARAGRAPH 1. The Plan shall be governed by and construed in accordance with the laws of the State of Oklahoma. Any interpretation of the Plan by the Committee shall be conclusive and may be relied upon by the Trustee and all parties in interest.
-84- 91 ARTICLE XX EFFECTIVE DATE PARAGRAPH 1. The Plan shall not go into effect unless (a) it shall have been duly approved by the Stockholders of the Company; (b) rulings satisfactory to the Company with respect to the Plan shall have been obtained under the Code and any other applicable legislation; (c) all other legal requirements pertaining to the Plan shall have been complied with; and (d) all other steps necessary for the operation of the Plan shall have been taken. Upon the satisfaction of such conditions, the Plan shall go into effect on the first day of such month as the Board of Directors shall specify.
-85- 92 ARTICLE XXI TOP-HEAVY RULES PARAGRAPH 1. Minimum Contribution If this Plan is top heavy in any Plan Year beginning after December 31, 1983, the Plan guarantees a minimum contribution of three percent (3%) of Compensation for each Non-key Employee who is a Participant employed by the Company on the last day of the Plan Year. If the contribution rate for the Key Employee with the highest contribution rate is less than three percent (3%), the guaranteed minimum contribution for Non-key Employees under this paragraph 1. shall equal the highest contribution rate received by a Key Employee. The contribution rate is the sum of Company contributions (not including Company contributions to Social Security) and any forfeitures allocated to the Participant's Account for the Plan Year divided by his/her Compensation for the Plan Year taking into consideration amounts contributed as a result of a salary reduction arrangement in determining the contributions made on behalf of Key Employees. All qualified defined contribution plans maintained by the Company shall be considered as a single plan for purposes of determining the contribution rate. For any year in which the Plan is top heavy, each Non-key Employee shall receive a minimum contribution if not separated from service at the end of the Plan Year regardless of whether such Non- key Employee has declined to make any mandatory contribution otherwise required by the Plan. If this Plan is top heavy and any Participant in the Plan is a Participant in any other top-heavy defined contribution plan(s) maintained by the Company, then this Plan shall provide the defined contribution plan minimum contribution for all such top-heavy defined contribution plans. If any Participant in the Plan is also covered by a top-heavy defined benefit plan
-86- 93 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 1. Minimum Contribution of the Company, the aggregate top-heavy minimum benefit requirement for such (Continued) Participant for all plans affected shall be satisfied by such Participant receiving a safe haven minimum defined contribution under this Plan equal to at least five percent (5%) of his/her Compensation for each Plan Year such plans are top-heavy, all in accordance with and pursuant to the provisions of Treasury Regulations, Section 1.416-1, M-12, and any amendment thereto. 2. Rate of Minimum To the extent the contribution rate with respect to a Non-key Employee for a Contribution Plan Year as described in paragraph 1. above, is less than the minimum contribution, the Company will increase its contribution for such Employee to the extent necessary so his/her contribution rate for the Plan Year shall equal the guaranteed minimum contribution. The required additional contribution shall be made from net profits of the Company to the extent available, but if for a particular Plan Year there are no profits out of which to make contributions to the Plan, the Company shall nevertheless make the minimum guaranteed contribution for each Non-key Employee. The Committee shall allocate the additional contribution to the account of the Non-key Employee for whom the Company makes the contribution. 3. Top-Heavy Status The Plan is top heavy for a Plan Year if the top-heavy ratio as of the Determination Determination Date exceeds sixty percent (60%). The top-heavy ratio is a fraction, the numerator of which is the present value of the Accrued Benefit of all Key Employees as of the Determination Date, the contributions due as of the Determination Date, and distributions made within the five (5)-year period immediately preceding the Determination Date, and the denominator of which is a similar sum determined for all Participants under this Plan; provided, that if any individual has
-87- 94 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 3. Top-Heavy Status not performed services for the Company at any time during the five (5)-year period Determination ending on the Determination Date, any accrued benefit for such individual (Continued) (and on account of such individual) shall not be taken into account. The foregoing determination of top-heaviness, and the top-heavy ratio shall also apply to distributions under a terminated plan which if it had not been terminated would have been required to be included in an aggregation group including the Plan. The Committee shall calculate the top-heavy ratio without regard to any Non-key Employee who was formerly a Key Employee. The Committee shall calculate the top-heavy ratio, including the extent to which it must take into account any distributions, rollovers, and other transfers, in accordance with Code Section 416 and the regulations thereunder. If the Company maintains any other qualified plans, this Plan is a top- heavy plan only if it is part of the Top-Heavy Aggregation Group, and the top-heavy ratio for both the Top-Heavy Aggregation Group and the Additional Aggregation Group exceeds sixty percent (60%). The Committee shall calculate the top-heavy ratio and determine top-heavy status for the aggregation of plans for a particular year by the following procedures: a. The present value of accrued benefits (including distribution to Key Employees) is determined separately for each plan as of each plan's Determination Date; b. The plans are then aggregated by adding together the results for each plan as of the Determination Dates for such plans that fall within the same calendar year, and c. The combined results shall indicate whether or not the plans so aggregated are top heavy.
-88- 95 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 4. Top-Heavy Contribution If the Plan is a top-heavy plan, paragraphs 2(B) and 3(B) of Code Section 415(e) Limits shall be applied by substituting "1.0" for "1.25" therein. Such substitution need not be made if the minimum contribution provided for under paragraph 1. of this Article XXI is applied by substituting "four percent (4%)" for "three percent (3%)" therein, and if the Plan would not be a top-heavy plan if "ninety percent (90%)" were substituted for "sixty percent (60%)" wherever it appears in paragraph 3. of this Article XXI; provided, that such factor of "1.0" must always be applied under paragraphs 2(B) and 3(B) of Code Section 415(e) when the top-heavy ratio for the Plan exceeds ninety percent (90%). The transition rules as to such required substitution provided by Section 416(h)(3) of the Internal Revenue Code may be employed, if applicable, for the purposes of limitations determined by such fractions, and the application of the first sentence of this paragraph 4. above, shall be suspended with respect to any individual so long as there are no (i) current contributions, forfeitures, or voluntary nondeductible contributions allocated to such individual, or (ii) accruals for such individual under the defined benefit plan of the Company. If this Plan is a top-heavy plan and the first sentence of this paragraph 4. above, applies, then in calculating the combined limitation for a Participant in the Plan who is also a Participant in the defined benefit plan of the Company, as provided under Article VIII, paragraph 7. of this Plan and the Retirement Plan of the Company, the numerator of the transition fraction, if applicable, shall be forty-one thousand five hundred dollars ($41,500) instead of fifty-one thousand eight hundred seventy-five dollars ($51,875). 5. Vesting The vesting in Plan benefits for Participants provided in paragraph 1. of Article XI, shall be applicable to this Plan as a top-heavy plan.
-89- 96 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 6. Definitions For purposes of applying the provisions of this Article XXI, the following definitions shall be applicable: a. "Key Employee" means as of any Determination Date, any Participant or former Employee (and his/her beneficiaries) who at any time during the Plan Year (which includes the Determination Date) or during the four (4) preceding Plan Years, is (i) an officer of the Company having an annual compensation greater than fifty percent (50%) of the amount in effect under Code Section 415(b)(1)(A) for any such Plan Year; (ii) one (1) of the top ten (10) Employees having annual compensation from the Company of more than the limitation in effect under Code Section 415(c)(1)(A) and owning (or considered as owning within the meaning of Code Section 318) the largest interests in the Company; (iii) a five-percent (5%) owner of the Company, or (iv) a one-percent (1%) owner of the Company who has total annual compensation from the Company of more than one hundred fifty thousand dollars ($150,000). For purposes of clause (i) above, no more than fifty (50) Employees (or, if lesser, the greater of three or ten percent (3 or 10%) of the Employees) shall be treated as officers. For purposes of clause (ii) above, if two (2) Employees of the Company have the same interest in the Company, the Employee having the greater annual compensation from the Company shall be treated as having the larger interest. Such term shall not include any officer or employee of an entity referred to in Code Section 414(d); and for purposes of determining the number of officers taken into account under clause (i), employees described in Code Section 414(q)(8) shall be excluded.
-90- 97 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 6. Definitions (Continued) b. "Non-key Employee" means a Participant who does not meet the definition of Key Employee, and such Participant's beneficiary or beneficiaries. c. "Five percent (5%) owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5) of the outstanding stock of the Company or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Company. d. "One percent (1%) owner" means any person who would be described in subparagraph c., above, if "one percent (1%)" were substituted for "five percent (5%)" each place it appears in subparagraph c., above. For purposes of the foregoing, subparagraph (C) of Code Section 318(a)(2) shall be applied by substituting "five percent (5%)" for "fifty percent (50%);" the rules of Subsection (b),(c), and (m) of Code Section 414 shall not apply for purposes of determining ownership of the Company; and the term "compensation" shall have the meaning given such term by Code Section 414(q)(7). e. "Accrued Benefit" shall mean the amount of the Participant's account under this Plan as of any particular date derived. f. "Compensation" means the first two hundred thousand dollars ($200,000) (or greater amount prescribed hereafter by the Internal Revenue Service) of the Participant's total annual compensation, which includes the Participant's earned income, wages, salaries, fees, for professional service and other amounts
-91- 98 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 6. Definitions (Continued) 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 not include: (1) 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 to the extent such contributions are deductible by the Employee, 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. (2) Amounts realized from the exercise of a non-qualified 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. (3) Amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option. (4) 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 an Employer (whether or not
-92- 99 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 6. Definitions (Continued) under a salary reduction agreement) towards the purchase of an annuity contract described in Code 403(b) (whether or not the contributions are excludible from the gross income of the Employee). The provisions of this subparagraph f. shall apply solely to purposes of this Article XXI, and such compensation is those amounts actually paid or made available to a Participant or includible in his/her gross income within the limitation year for this Plan. g. "Top-Heavy Aggregation Group" means each qualified plan of the Company in which at least one (1) Key Employee participates (in the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years) and any other qualified plan of the Company which, when considered with such qualified plans with Key Employee participants, enables such plans (those with at least one (1) Key Employee) to meet the coverage and nondiscrimination rules of Section 401(a)(4) or 410 of the Internal Revenue Code. h. "Additional Aggregation Group" means the Top-Heavy Aggregation Group plus any other qualified plans maintained by the Company, but only if such group would satisfy in the aggregate the requirements of Sections 401(a)(4) and 410 of the Internal Revenue Code. The Committee shall determine which plan or plans to consider in determining the Additional Aggregation group. i. "Determination Date" for any Plan Year is the last day of the preceding Plan Year.
-93- 100 ARTICLE XXI - TOP-HEAVY RULES PARAGRAPH 6. Definitions (Continued) j. "Valuation Date" means the annual date on which Plan assets are to be valued hereunder for the purpose of determining the value of account balances, which occurred most recently within a twelve (12)- month period ending on the determination date.
-94- 101 ARTICLE XXII TRANSFERRED PLAN ACCOUNTS PARAGRAPH 1. General If a Participant was a participant in a defined contribution plan of a subsidiary of the Company that is subject to Code Sections 401(a)(11) and 417 with respect to that Participant, from which assets in which the Participant had a vested account and benefits have been transferred directly or indirectly on or after January 1, 1985, to the Trust of this Plan pursuant to paragraphs 1. and 2. of Article V, that vested account and benefits (hereinafter referred to as "Transferred Participant Account") of the Participant shall be held, invested, maintained and distributed in accordance with this Article XXII. 2. Separate Accounting A Participant's Transferred Participant Account shall be accounted for and Accrual separately from all other of his/her contributions hereunder and the Company's contributions to his/her regular Participant Account. The Participant's rights in his/her accrued benefit derived from his/her Transferred Participant Account shall be nonforfeitable, and any income and earnings therefrom and accretions thereon, shall be separately accounted for and become vested in such Participant immediately upon receipt thereof by the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of investments) and the Participant may not thereafter be deprived of such funds under any provision of the Plan. 3. Other Plan Provisions Except as otherwise provided in this Article XXII, the Transferred Participant Applicable Account of any Participant shall be separately held, accounted for, and distributed, but in the same manner and subject to the same rules, requirements, and limitations as generally apply to a Participant's account under all provisions of this Plan.
-95- 102 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 4. ONEOK Drilling Plan Subject to the provisions of paragraphs 5. through 10. of this Article XXII, below, a Transferred Account Participant who has a Transferred Participant Account from a transfer thereof to the Annuity Conversion Trust of this Plan from the trust of the ONEOK Drilling Company Profit-Sharing Thrift Plan ("ONEOK Drilling Company Plan") may elect distribution of such Transferred Participant Account in one (1) or a combination of (i) conversion of such Transferred Participant Account to annuities under a group annuity contract of the type provided by the ONEOK Drilling Company Plan at the time of transfer of the Transferred Participant Account to the Trust of this Plan, if reasonably available, with distributions being made pursuant to the terms and conditions thereof and in such amounts and for such durations as specified in said group annuity contract, or (ii) conversion of such Transferred Participant Account to annuities under an annuity contract or contracts selected and approved by the Committee with terms and provisions comparable to such group annuity contract available under the ONEOK Drilling Company Plan at the time of such transfer, or (iii) payment in a single lump-sum. 5. Distributions Subject to paragraphs 8. and 9., below, the Transferred Participant Account of a Participant shall not be distributed under a method of payment which, as of the Required Beginning Date, does not satisfy the minimum distribution requirements established by this Article XXII or paragraph 9. of Article XI, or which is not consistent with Treasury regulations. The minimum distribution for a calendar year equals the Participant's nonforfeitable accrued benefit in his/her Transferred Participant Account at the beginning of the year divided by the Participant's life expectancy or, if applicable, the life expectancy of such Participant and his/her designated beneficiary. For the purposes of this
-96- 103 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 5. Distributions Article XXII, the "Required Beginning Date" shall mean the latest date for (Continued) distribution to a Participant stated in paragraph 9. of Article XI. In computing a minimum distribution, the life expectancy multiples under Treasury Regulations, Section 1.72-9 shall be used. For purposes of such computation, a Participant's life expectancy may be recalculated no more frequently than annually, but the life expectancy of a nonspouse beneficiary may not be recalculated. If the Participant's spouse is not the designated beneficiary, the method of distribution selected must provide that the present value of the payments to be made to the Participant is more than fifty percent (50%) of the present value of the total payments to the Participant and his/her beneficiaries. 6. Consent of Distribution A Participant and the spouse of the Participant (or where the Participant has died, the surviving spouse) must consent to the form of the distribution of the Transferred Participant Account the Committee directs the Trustee to make if: (i) the present value of the Participant's nonforfeitable accrued benefit exceeds three thousand five hundred dollars ($3,500); (ii) the Qualified Joint and Survivor Annuity provisions stated below in this Article XXII apply to the distribution; and (iii) a distribution in a form other than a Qualified Joint and Survivor Annuity is to be made. 7. Time of Distribution If distribution of a Participant's Transferred Participant Account in other than lump-sum is authorized by this Article XXII, then upon the death of the Participant, the Participant's Transferred Participant Account shall be paid in accordance with this paragraph. If the Participant's death occurs after payment of the Participant's Transferred Participant Account has begun, payment thereof shall be completed over a
-97- 104 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 7. Time of Distribution period which does not exceed the payment period which had commenced. If the (Continued) Participant's death occurs prior to the time payment of the Participant's benefit from the Transferred Participant Account has begun, the payment thereof shall be made over a period not exceeding (i) five (5) years after the date of the Participant's death, or (ii) if the beneficiary is a designated beneficiary, over the designated beneficiary's life expectancy; but payment of the Participant's Transferred Participant Account over a period described in (ii) shall not be made unless such payment to the designated beneficiary begins no later than one (1) year after the date of the Participant's death or, if later, and the designated beneficiary is the Participant's surviving spouse, the date the Participant would have attained age seventy and one-half (70 1/2). 8. Qualified Joint and For Plan Years beginning after December 31, 1984, the Committee shall direct the Survivor Annuity; Trustee to distribute a married or unmarried Participant's Transferred Participant Qualified Preretirement Account, otherwise payable in annuity form, in the form of a Qualified Joint and Survivor Annuity Survivor Annuity or a Qualified Preretirement Survivor Annuity, unless the Participant makes a valid election to waive the Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity under paragraph 9. of this Article XXII, below. "A Qualified Joint and Survivor Annuity" is an annuity which is purchasable with the Participant's Transferred Participant Account and which is payable for the life of the Participant with, if the Participant is married on the Annuity Starting Date, a survivor annuity payable for the life of the Participant's surviving spouse equal to fifty percent (50%) of the amount of the annuity payable during the joint lives of the
-98- 105 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 8. Qualified Joint and Participant and his/her spouse, and which is the actuarial equivalent of a single Survivor Annuity; annuity for the life of the Participant. On or before the Annuity Starting Date, the Qualified Preretirement Committee, in its sole discretion without Participant or spousal consent, may direct Survivor Annuity the Trustee to pay the Participant's Transferred Participant Account in a lump sum, (Continued) in lieu of a Qualified Joint and Survivor Annuity, if the present value of a Qualified Joint and Survivor Annuity purchasable with the Participant's Transferred Participant Account (excluding accumulated deductible employee contributions) does not exceed three thousand five hundred dollars ($3,500). If a married Participant dies before the Annuity Starting Date and such Participant has a surviving spouse, the Committee shall direct the Trustee to distribute the Participant's Transferred Participant Account to the Participant's surviving spouse in the form of a Qualified Preretirement Survivor Annuity, unless the Participant has a valid waiver election in effect. A "Qualified Preretirement Survivor Annuity" is an annuity which is actuarially equivalent to fifty percent (50%) of the Participant's Transferred Participant Account (determined as of the date of the Participant's death) and which is payable for the life of the Participant's surviving spouse. Any security interest held by reason of a loan outstanding to the Participant shall be taken into account in determining the amount of the Qualified Preretirement Survivor Annuity. The Participant's surviving spouse may elect to have the Trustee commence payment of the Qualified Preretirement Survivor Annuity within a reasonable period of time following the date of the Participant's death. Furthermore, if the present value of the Qualified Preretirement Survivor Annuity exceeds three thousand five hundred dollars
-99- 106 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 8. Qualified Joint and ($3,500), the Committee shall not direct the Trustee to distribute the Qualified Survivor Annuity; Preretirement Survivor Annuity to the Participant's surviving spouse prior to the Qualified Preretirement date the Participant would have attained age sixty-five (65) without the written Survivor Annuity consent of the surviving spouse. The Committee, in its sole discretion, may direct (Continued) the Trustee to make a lump-sum distribution to the Participant's surviving spouse in lieu of a Qualified Preretirement Survivor Annuity, if the present value of the Qualified Preretirement Survivor Annuity is not greater than three thousand five hundred dollars ($3,500). If the Participant has in effect a valid waiver election regarding the Qualified Joint and Survivor Annuity or the Qualified Preretirement Survivor Annuity, the Committee shall direct the Trustee to distribute the Participant's Transferred Participant Account in accordance with paragraphs 3. and 4., above. For purposes of applying this Article XXII, the Committee shall treat a former spouse as the Participant's spouse or surviving spouse to the extent provided under a Qualified Domestic Relations Order (as defined in Code Section 414(p)). 9. Notices; Waiver Within the Applicable Notice Period with respect to such Participant, the Company Election shall provide the Participant a written explanation of the terms and conditions of the Qualified Joint and Survivor Annuity, the Participant's right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit, the rights of the Participant's spouse to consent to such a waiver election, and the right to make and the effect of a revocation of the Participant's waiver election. A Participant may elect at any time during the Applicable Election Period to waive the Qualified Joint and Survivor Annuity form of benefit. The
-100- 107 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 9. Notices; Waiver Participant may revoke a waiver of the Qualified Joint and Survivor Annuity Election (Continued) or make a new waiver at any time during the Applicable Election Period. A married Participant's waiver election is not valid after December 31, 1984, unless (i) the Participant's spouse (to whom the survivor annuity is payable under the Qualified Joint and Survivor Annuity) has consented in writing to the waiver election, (ii) such election designates a beneficiary (or form of benefit) which may not be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without any requirement of further consent by the spouse), and (iii) the spouse's consent acknowledges the effect of the election, and a notary public or the Company (or its Plan representative) witnesses the spouse's consent. The spouse's consent to a waiver of the Qualified Joint and Survivor Annuity shall be irrevocable unless the Participant revokes the waiver election. The Company may accept as valid a waiver election which does not satisfy the spousal consent requirements, if the Company establishes the Participant does not have a spouse, the Company is not able to locate the Participant's spouse, or other circumstances exist under which the Treasury Regulations excuse the consent requirement. Notwithstanding the foregoing, a Qualified Joint and Survivor Annuity and Qualified Preretirement Survivor Annuity will not be provided unless the Participant and spouse had been married throughout the one-year period ending on the earlier of (i) the Participant's Annuity Starting Date or (ii) the date of the Participant's death; except that if a Participant marries within one (1) year before the Annuity Starting Date, and the Participant and the Participant's spouse in such marriage have been married for at
-101- 108 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 9. Notices; Waiver least a one-year period ending on or before the date of the Participant's death, Election (Continued) such Participant and such spouse shall be treated as having been married throughout the one-year period ending on the Participant's Annuity Starting Date. With respect to any Participant's Transferred Participant Account subject to paragraph 8., the Company shall provide to each Participant, within the Applicable Notice Period with respect to such Participant in a manner consistent with Treasury Regulations, a written explanation of the terms and conditions of the Qualified Preretirement Survivor Annuity comparable to the explanation of the Qualified Joint and Survivor Annuity required hereunder. If the Participant's Transferred Participant Account is not subject to paragraph 8. above prior to the time the Company must provide the written explanation of the Qualified Preretirement Survivor Annuity, the Company shall provide the written explanation within a reasonable period consistent with Treasury Regulations following the time the Participant's Transferred Participant Account first is subject to this Article XXII, but not later than the close of the second Plan Year following the Plan Year in which the Participant enters the Plan or first becomes subject to paragraph 8. A Participant may elect at any time during the Applicable Election Period to waive the Qualified Preretirement Survivor Annuity form of benefit. A Participant may revoke a waiver of the Qualified Preretirement Survivor Annuity or make a new waiver at any time during the Applicable Election Period. A Participant's waiver election of the Qualified Preretirement Survivor Annuity is not valid unless (i) the Participant makes the waiver election no earlier than the first day of the Plan Year in which he/she attains
-102- 109 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 9. Notices; Waiver age thirty-five (35), and (ii) after December 31, 1984, the Participant's Election (Continued) spouse (to whom the Qualified Preretirement Survivor Annuity is payable) satisfies the consent requirements described above. The spouse's consent to a waiver of the Qualified Preretirement Survivor Annuity is irrevocable unless the Participant revokes the waiver election. Irrespective of the time ofelection requirement described in (i), if the Participant separates from service prior to the first day of the Plan Year in which he/she attains age thirty-five (35), the Company may accept a waiver election with respect to the Transferred Participant Account attributable to his/her service prior to his/her separation from service. 10. Definitions; and For purposes of paragraphs 8. and 9. of this Article XXII, the term "Annuity Applicable Rules Starting Date" means with respect to the Participant's Transferred Participant Account (i) the first day of the first period for which an amount is payable as an annuity, or (ii) in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitle the Participant to such benefit. The term "Earliest Retirement Age" means the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits with respect to his/her Transferred Participant Account. The term "Applicable Notice Period" means, with respect to a Qualified Joint and Survivor Annuity for a Participant, a reasonable period of time before the Annuity Starting Date (as consistent with applicable Treasury Regulations) and with respect to a Qualified Preretirement Survivor Annuity for a Participant, whichever of the following periods ends last: (i) the period beginning with the first day of the Plan Year in which the Participant attains age thirty-two (32) and ending with the close of the Plan Year preceding the Plan Year in which the
-103- 110 ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS PARAGRAPH 10. Definitions; and Participant attains age thirty-five (35); (ii) a reasonable period after the Applicable Rules individual becomes a Participant; (iii) a reasonable period ending after (Continued) the Plan ceases to fully subsidize costs of the benefit, if applicable; or (iv) a reasonable period ending after Code Section 401(a)(11) applies to the Participant provided that in the case of a Participant who separates from service before attaining age thirty-five (35), the Applicable Notice Period shall be a reasonable period after separation. The term "Applicable Election Period" means (i) with respect to a Qualified Joint and Survivor Annuity, the ninety-day (90) period ending on the Annuity Starting Date and (ii) with respect to a Qualified Preretirement Survivor Annuity, the period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the Participant's death. The present value of a benefit shall be calculated (i) by using an interest rate no greater than the Applicable Interest Rate if the vested accrued benefit of the Participant's Transferred Participant Account (using such rate) is not in excess of twenty-five thousand dollars ($25,000) and (ii) by using an interest rate no greater than one hundred twenty percent (120%) of the Applicable Interest Rate if the vested accrued benefit of the Participant's Transferred Participant Account exceeds twenty-five thousand dollars ($25,000) (as determined under clause (i)); provided, in no event shall the present value under clause (ii) be less than twenty-five thousand dollars ($25,000). For purposes of the foregoing, the term "Applicable Interest Rate" means the interest rate which would be used (as of the date of distribution) by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on Plan termination.
-104- 111 ARTICLE XXIII MODIFICATION AND TERMINATION PARAGRAPH 1. Amendment and The Company hopes and expects to continue the Plan indefinitely. However, the Termination of Plan right to amend, modify or terminate the Plan is necessarily reserved by the Company. The amendment or modification of the Plan may be made by the Chief Executive Officer of the Company, upon approval by the Thrift Plan Committee, executing a written instrument containing such amendment or modification as he deems necessary or advisable (pursuant to authority which has been duly delegated to him by the Board and is hereby acknowledged and recognized); provided, that no amendment or modification of the Plan which would increase the benefits provided to Participants or increase contributions required to be made by the Company under the Plan, or to terminate the Plan, shall be made unless such amendment or modification is authorized pursuant to a resolution adopted by the Board; provided that any amendment which: a. increases the maximum allowable Participant's after-tax deposit and/or pre-tax deposit percentages, or b. increases the rate of percentage of Company contributions in relation to Participant deposits, or c. results (as of the effective date of such amendment) in more than a ten percent (10%) increase in the Maximum Annual Company Contribution to the Plan, or d. alters the form or amount of benefits as between Highly Compensated Employees and other Employees, shall not be made effective without the approval of the Stockholders. For purposes of this paragraph 1. of this Article XXIII, the term "Maximum Annual Company Contribution" means the amount which the Company would be required to contribute
-105- 112 ARTICLE XXIII - MODIFICATION AND TERMINATION PARAGRAPH 1. Amendment and to the Plan for a Plan Year if every Employee eligible to participate in the Plan Termination of elected to participate in the Plan and deposited, or elected to have deposited, Plan (Continued) the maximum percentage of his/her current annual compensation in such Plan Year permissible under the terms of the Plan. 2. Limit to Effect of A modification may affect Participants at the time thereof as well as future Modification Participants, but no modification, termination or partial termination or discontinuance of the Plan for Modification any reason may diminish the account of any Participant as of the effective date of such modification or discontinuance. No modification may alter the allocation of the benefits as between Officers and Directors on the one hand and other Employees on the other hand. A modification which affects the rights or duties of the Trustee may be made only with the consent of the Trustee. 3. Participant Rights in In the event that any modification of the Plan shall adversely affect the rights of Case of Modification any Participant as to the use of or withdrawal from his/her account, such Participant, for a period of ninety (90) days after the effective date of such modification, shall have the option, to be exercised by written notice to the Trustee in form prescribed by the Committee (a copy of which form of notice shall accompany the notice of modification), to have liquidated and distributed to him/her his/her entire account as of the effective date of such modification; provided, that such right of distribution shall be subject to any applicable qualification requirements of the Code and regulations thereunder, and shall not be permitted to the extent the Committee determines that such distribution will adversely affect the qualified status of the Plan, or is otherwise not permissible or authorized under the Code and regulations.
-106- 113 ARTICLE XXIII - MODIFICATION AND TERMINATION PARAGRAPH 4. Nonforfeitability Notwithstanding any other provisions of the Plan, in the case of any merger or consolidation with, or transfer of assets or liabilities to, any other plan after the date of the enactment of the Employee Retirement Income Security Act of 1974, each Participant in the Plan shall (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he/she would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 5. Termination The Company reserves the right to terminate the trust under the Trust Agreement, Distributions but upon any termination or partial termination of the trust, each Participant will receive distribution of the entire balance of his/her account held under the Trust, provided that if the Participant's Account exceeds $3,500, it shall not be immediately distributed prior to his/her attaining age sixty-five (65) without the written consent of the Participant; but no consent to immediate distribution shall be required in the event of death of the Participant, and such requirement of consent shall not give a Participant a right to any form or method of payment of his/her account other than immediate distribution of his/her entire account balance.
-107- 114 PLAN INDEX - Continued ONEOK Inc. ONEOK EXPLORATION COMPANY By: /s/ LARRY W. BRUMMETT By: /s/ LARRY W. BRUMMETT --------------------------------- --------------------------------- Larry W. Brummett Larry W. Brummett Chairman of the Board, President, Chairman of the Board, President, and Chief Executive Officer and Chief Executive Officer ONEOK PRODUCTS COMPANY ONEOK LEASING COMPANY By: /s/ LARRY W. BRUMMETT By: /s/ LARRY W. BRUMMETT --------------------------------- --------------------------------- Larry W. Brummett Larry W. Brummett Chairman of the Board and Chairman of the Board, President, Chief Executive Officer and Chief Executive Officer ONEOK PARKING COMPANY By: /s/ LARRY W. BRUMMETT --------------------------------- Larry W. Brummett Chairman of the Board -108- -----END PRIVACY-ENHANCED MESSAGE-----