<PAGE> 1
Registration No. 333- ____
- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1997.
- --------------------------------------------------------------------------------
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)
OKLAHOMA 73-1520922
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
J.D. NEAL DONALD A. KIHLE
Vice President, Chief Financial Gable Gotwals Mock Schwabe Kihle Gaberino
Officer and Treasurer 100 West Fifth Street
ONEOK, Inc. Suite 1000
100 West Fifth Street Tulsa, Oklahoma 74103
Tulsa, Oklahoma 74103 (918) 585-8141
(918) 588-7000
(Name, 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
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered(1) Registered(2) Per Unit (3) Price (4) Fee
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock with
$0.01 par value $3,000,000 $ 36.656 $ 109,968,000 $ 37,920
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Exhibits Index on Page 5.
<PAGE> 2
(1) 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.
(2) 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. (herein after referred to as the "Company"), or from
purchases in the open market during the years of operation of the Plan.
(3) Based on price of $ 36.656 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
November 25, 1997.
(4) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee.
2
<PAGE> 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
purpose 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:
(1) Annual Report on Form 10-K of ONEOK Inc. (predecessor by
merger to the Company, herein after referred to as "Old
ONEOK") for the year ended August 31, 1997.
(2) Form 8-K reporting the consummation of the merger of ONEOK
Inc. with and into WAI filed November 26, 1997.
(3) Old ONEOK's Proxy Statement dated August 6, 1997 in connection
with its Special Meeting of Shareholders held September 25,
1997.
(4) 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 securities offered.
Holders of ONEOK, Inc. Common Stock are entitled to (1) vote for each share
held of record. 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 right, each right (the Right) entitling the holder to purchase one
one-hundredth (1/100) of a share of Series C Participating Preference Stock par
value $0.01 per share of the Company pursuant to a Rights Agreement between the
Company and a designated rights agent (the "Rights Agreement"). The
designation of Rights (Exhibit 4(c) hereto) is incorporated herein by
reference.
3
<PAGE> 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 Gable Gotwals Mock Schwabe Kihle Gaberino, 100 West
Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company. The
firm of Gable Gotwals Mock Schwabe Kihle Gaberino, 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 ONEOK, Inc. upon authorization and
determination either (1) by the board of directors by a majority of a quorum is
not 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 interest 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 obtained by the Company, coverage of Company officers and
directors against liability for neglect, errors, omission, 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 the
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
Oklahoma 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 the 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
<PAGE> 5
ITEM 8
EXHIBITS
The following exhibits are attached hereto or incorporated by reference herein:
<TABLE>
<CAPTION>
Page Number or
Incorporation by
Reference to
-------------------
<S> <C> <C>
(4)(a) Certificate of Incorporation
ONEOK, Inc. Exhibit (3.1) to Form
S-4 Registration
Statement No.
333-27467
(4)(b) Bylaws of ONEOK, Inc., as Amended Exhibit (3.2) to Form
S-4 Registration
Statement No.
333-27467
(4)(c) Certificate of Description, Exhibit A to Exhibit (3.4)
Preference of Rights of Series C To Form S-4 Registration
Participating Preferred Stock of Statement No. 333-27467
the Corporation
(5) Opinion of Gable Gotwals Mock Schwabe
Kihle Gaberino
(23)(a) Consent of Gable Gotwals Mock Schwabe
Kihle Gaberino (See Item 5)
(23)(b) Independent Auditors' Consent
(23)(c) Independent Auditors' Consent
(24) Powers of Attorney (Included on pages 8,
9, and 10)
(99) Thrift Plan for Employees of ONEOK, Inc. 12 - 138
and Subsidiaries, as Amended and Restated
January 10, 1997.
</TABLE>
5
<PAGE> 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.
(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 of 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 purpose 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 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 or 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 indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In
6
<PAGE> 7
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
<PAGE> 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 the 26th day of
November, 1997.
ONEOK, Inc.
By: LARRY BRUMMETT
---------------------------
Larry Brummett, Chairman of the
Board and Chief Executive
Officer
8
<PAGE> 9
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Larry
Brummett and J. D. Neal, or either of them, as attorney-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 26th day of November, 1997.
LARRY BRUMMETT J. D. NEAL
- ----------------------------------- ------------------------------------
Larry Brummett J. D. Neal
Chairman of the Board, Vice President,
Chief Executive Chief Financial Officer, and
Officer, and Director Treasurer
E. G. ANDERSON STEVEN L. KITCHEN
- ----------------------------------- ------------------------------------
E. G. Anderson Steven L. Kitchen
Director Director
W. M. BELL D. L. KYLE
- ----------------------------------- ------------------------------------
W. M. Bell D. L. Kyle
Director Director
D. R. CUMMINGS B. H. MACKIE
- ----------------------------------- ------------------------------------
D. R. Cummings B. H. Mackie
Director Director
W. L. FORD D. A. NEWSOM
- ----------------------------------- ------------------------------------
W. L. Ford D. A. Newsom
Director Director
HOWARD R. FRICKE G. D. PARKER
- ----------------------------------- ------------------------------------
Howard R. Fricke G. D. Parker
Director Director
J. M. GRAVES J. D. SCOTT
- ----------------------------------- ------------------------------------
J. M. Graves J. D. Scott
Director Director
S. J. JATRAS S. L. YOUNG
- ----------------------------------- ------------------------------------
S. J. Jatras S. L. Young
Director Director
9
<PAGE> 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 registrant's Thrift Plan Committee, the
administrator of the Plan, duly authorized, in the City of Tulsa and the State
of Oklahoma, on this 26th day of November, 1997.
THRIFT PLAN FOR EMPLOYEES OF
ONEOK INC. AND SUBSIDIARIES
LARRY W. BRUMMETT
- -----------------------------------
Larry W. Brummett, Chairman
DAVID L. KYLE
- -----------------------------------
David L. Kyle, Member
BARRY D. EPPERSON
- -----------------------------------
Barry D. Epperson, Member
JAMES C. KNEALE
- -----------------------------------
James C. Kneale, Member
JERRY D. NEAL
- -----------------------------------
Jerry D. Neal, Member
DEBORAH B. BARNES
- -----------------------------------
Deborah B. Barnes, Secretary
LEROY F. FORE
- -----------------------------------
LeRoy F. Fore, Authorized
Representative and Fiduciary
This Plan does not have any officers or directors or persons performing similar
functions other than the committee members whose signatures appear above.
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION> Page Number or
Incorporation
Exhibit Description by Reference to
- ------- ----------- ---------------
<S> <C> <C>
(4)(a) Certificate of Incorporation
ONEOK, Inc. Exhibit (3.1) to Form
S-4 Registration
Statement No.
333-27467
(4)(b) Bylaws of ONEOK, Inc., as Amended Exhibit (3.2) to Form
S-4 Registration
Statement No.
333-27467
(4)(c) Certificate of Description, Exhibit A to Exhibit (3.4)
Preference of Rights of Series C To Form S-4 Registration
Participating Preferred Stock of Statement No. 333-27467
the Corporation
(5) Opinion of Gable Gotwals Mock Schwabe
Kihle Gaberino
(23)(a) Consent of Gable Gotwals Mock Schwabe
Kihle Gaberino (See Item 5)
(23)(b) Independent Auditors' Consent
(23)(c) Independent Auditors' Consent
(24) Powers of Attorney (Included on pages 8,
9, and 10)
(99) Thrift Plan for Employees of ONEOK, Inc. 12 - 138
and Subsidiaries, as Amended and Restated
January 10, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 5
[GABLE GOTWALS MOCK SCHWABE KIHLE GABERINO LETTERHEAD]
November 26, 1997
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 for Employees of
ONEOK, Inc. and Subsidiaries and
Interests of the Participants in
the Plan
Gentlemen:
We understand that ONEOK, Inc., an Oklahoma 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, $0.01 par value, (the
"Shares") 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 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:
<PAGE> 2
ONEOK, Inc.
November 26, 1997
Page 2
1. The Company is a corporation validly organized and existing under the
laws of the State of Oklahoma and is duly qualified to do business as a
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;
<PAGE> 3
ONEOK, Inc.
November 26, 1997
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 in 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,
GABLE GOTWALS MOCK SCHWABE KIHLE GABERINO
By /s/ DONALD A. KIHLE
-------------------------------------
Donald A. Kihle
<PAGE> 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, 1997 and
1996, and for each of the years in the three-year period ended August 31, 1997,
which report appears in the August 31, 1997, Annual Report on Form 10-K of
ONEOK, Inc. Our report refers to the adoption of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-lived Assets and
Long-lived Assets to be Disposed Of in 1996.
KPMG PEAT MARWICK LLP
Tulsa, Oklahoma
November 26, 1997
<PAGE> 1
EXHIBIT (23)(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form 8-K of our report for the Gas Business,
a business unit of Western Resources, Inc. dated February 4, 1997 included in
Registration Statement File No. 333-27467. It should be noted that we have not
audited any financial statements of the Gas Business subsequent to August 31,
1996 or performed any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
November 26, 1997
11b
<PAGE> 1
THRIFT PLAN FOR EMPLOYEES EXHIBIT (99)
OF ONEOK Inc.
AND SUBSIDIARIES
AS AMENDED TO JANUARY 10, 1997
<TABLE>
<CAPTION>
Page
ARTICLE Number
------- ------
<S> <C> <C>
I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
II. ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2. Commencement of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3. Participation Voluntary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4. Confirmation of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5. Duration of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6. Reentry of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7. Breaks in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8. Maternity and Paternity Absences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9. Eligibility in Case of Merger,
Consolidation, or Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
III. CONTRIBUTIONS FOR PARTICIPANT
401(k) SALARY REDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1. Company 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2. Cash or Deferral Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3. ESOP Dividend Distribution/Additional
Deferral Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4. Time of Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
IV. AFTER-TAX PARTICIPANT CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
1. Percentage of After-Tax Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . 25
2. Change of Percentage of After-Tax
Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3. Deposit by Payroll Deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4. Transfer to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
V. ROLLOVERS, TRANSFERRED ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
1. Rollover from Other Plans of The Company . . . . . . . . . . . . . . . . . . . . . . . . . 27
2. Trust to Trust Transfers from
Other Plans of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3. Direct Rollovers From Qualified
Plans of Other Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4. Direct Rollovers to IRAs and Qualified
Plans; Withholding of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>
12
<PAGE> 2
<TABLE>
<CAPTION>
Page
ARTICLE Number
------- ------
<S> <C> <C>
VI. SUSPENSION OF SALARY REDUCTIONS, DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
1. Suspension of Reduction in Compensation or
After-Tax Deposits by Participant for
Deficiency in Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2. Voluntary Suspension of Reduction in Compensation
or After-Tax Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
VII. COMPANY MATCHING CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
1. Company Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
2. Participant's Matching Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . 34
3. Re-entry of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
VIII. LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 35
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2. Elective Deferral Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3. Actual Deferral Percentage Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4. Limitations on Company Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . 36
5. Separate Application of Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6. Multiple Use of Alternative Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7. Maximum Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8. No Return or Diversion of Contributions Except
for Mistake . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9. Distribution of Excess Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
10. Excess 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
11. Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
12. Qualified Nonelective and Matching Contributions . . . . . . . . . . . . . . . . . . . . . 43
13. Plan Not Dependent Upon Earnings; Company
Contributions Limited to Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
14. Maximum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
IX. INVESTMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
1. Participant Directed Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
2. Change in Participant's Investment Direction . . . . . . . . . . . . . . . . . . . . . . . 48
3. Sale of Investments at Participant Direction . . . . . . . . . . . . . . . . . . . . . . . 49
4. ESOP Diversification of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
5. Time of Action by Trustee on Investments . . . . . . . . . . . . . . . . . . . . . . . . . 51
6. Participant Rights as to Options, Rights,
and Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7. Redemption of Nontransferable Securities . . . . . . . . . . . . . . . . . . . . . . . . . 53
8. Manner of Holding Cash and Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
10. Tender Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11. Section 16 Person Limitations;
Discretionary Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
12. Employee Stock Ownership Plan (ESOP) . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
13. No Guarantee or Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>
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<TABLE>
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X. CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
1. General Charges and Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
2. ESOP Dividend Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
3. Calculation of Charges and Credits
to Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
4. Commissions, Taxes, and Charges on
Security Purchases and Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5. Investment Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
6. Calculation of Credits for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
7. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
XI. VESTING AND LIQUIDATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
1. Vesting of Participant and Company Contributions . . . . . . . . . . . . . . . . . . . . . 68
2. Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
3. Distribution of Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
4. Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
5. ESOP Stock Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
6. Participant Election to Defer Distribution . . . . . . . . . . . . . . . . . . . . . . . . 71
7. Sequence of Deferred Distribution of Accounts . . . . . . . . . . . . . . . . . . . . . . . 71
8. Deferred Distribution at Age 70 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9. Distribution of Deferred Accounts at Death
of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
10. Mandatory Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
11. Form of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
12. Participant's Right to Demand Employer Securities . . . . . . . . . . . . . . . . . . . . . 74
13. Qualified Domestic Relations Orders: Distributions . . . . . . . . . . . . . . . . . . . . 74
XII. WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS . . . . . . . . . . . . . . . . . . . . . . . . . 76
1. Withdrawals from 401(k) Contribution Account . . . . . . . . . . . . . . . . . . . . . . . 76
2. Participant Withdrawals of After-Tax
Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
3. Participant Withdrawals of Matching
Contributions or Other Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
4. Sequence of Permitted Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5. Frequency for Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
6. Voluntary Withdrawal After Age 59 1/2 . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
7. Distributions in Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8. ESOP Dividend Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
9. Participant Loan Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
10. No Withdrawal of Loan Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
11. No Withdrawal of Deferred Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12. Suspension During Approved Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . 84
13. Effect of Termination or
Suspension of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
14. No Forfeiture for Suspension or Termination . . . . . . . . . . . . . . . . . . . . . . . . 85
15. Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
16. Valuation of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
</TABLE>
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XIII. BENEFICIARIES IN THE EVENT OF DEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
1. Surviving Spouse as Primary Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . 86
2. Election and Consent to Alternate
Beneficiary or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
3. Designation of Beneficiary or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . 87
4. Payment and Distribution to Beneficiary
or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
XIV. SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
XV. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
1. Thrift Plan Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
2. Trust and Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
3. Plan Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
4. Action by Thrift Plan Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
5. Costs of Plan Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
6. Uniform and Nondiscriminatory Application . . . . . . . . . . . . . . . . . . . . . . . . . 92
7. Summary Plan Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8. Recognition of Agency Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
9. Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
10. Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
11. ONECU Maintenance of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
XVI. NOTICES AND OTHER COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
1. Delivery of Notices and Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 95
2. Delivery of Communications by Participants . . . . . . . . . . . . . . . . . . . . . . . . 95
XVII. NON-ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
2. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
3. Qualified Domestic Relations Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
XVIII. TERMS OF EMPLOYMENT UNAFFECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
XIX. CONSTRUCTION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
XX. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
XXI. TOP-HEAVY RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
1. Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
2. Rate of Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
3. Top-Heavy Status Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
4. Top-Heavy Contribution Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
5. Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
6. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
</TABLE>
15
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<TABLE>
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XXII. TRANSFERRED PLAN ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
2. Separate Accounting and Accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
3. Other Plan Provisions Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
4. ONEOK Drilling Plan Transferred
Account Annuity Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
5. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
6. Consent of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
7. Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
8. Qualified Joint and Survivor Annuity;
Qualified Preretirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . 113
9. Notices; Waiver Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
10. Definitions; and Applicable Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
XXIII. MODIFICATION AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
1. Amendment and Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
2. Limit to Effect of Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
3. Participant Rights in Case of Modification . . . . . . . . . . . . . . . . . . . . . . . . 121
4. Nonforfeitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
5. Termination Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
</TABLE>
16
<PAGE> 6
THRIFT PLAN FOR EMPLOYEES
OF ONEOK Inc.
AND SUBSIDIARIES
AS AMENDED TO JANUARY 10, 1997
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 and, in part, with respect to the investment in
securities of ONEOK Inc., through an employee stock ownership plan which
constitutes a qualified stock bonus plan. The Plan is intended in all respects
to be qualified under the Internal Revenue Code of 1986, as amended.
17
<PAGE> 7
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. 401(k) Contribution The amount contributed by the Company in
accordance with paragraphs 1., 2., and
3. of Article III.
B. 401(k) Contribution The account of a Participant established
Account and maintained for 401(k) Contributions
of the Company made for such Participant
in accordance with paragraph 2. of
Article III.
C. 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.
D. Actual Deferral Percentage The Actual Deferral Percentage for a
specified group of Employees (either
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)).
E. After-Tax The deposits and contributions of
Participant Deposits Participants made to this Plan pursuant
to paragraph 1. of Article IV.
F. Board or Board of The Board of Directors of the Company.
Directors
18
<PAGE> 8
ARTICLE I - DEFINITIONS
PARAGRAPH
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
Contributions Company pursuant to Article VII of 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 and any
Lump Sum Merit Award paid to a
Participant by the Company before any
payroll deductions for taxes or any
other purpose, but excluding (1) any
other bonuses, (2) commissions, (3) any
other awards, (4) military leave pay,
(5) any other 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 the
Participant under the cash or deferred
arrangement of Article III of 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
19
<PAGE> 9
ARTICLE I - DEFINITIONS
PARAGRAPH
K. Compensation compensation of each Participant taken
(Continued) 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
20
<PAGE> 10
ARTICLE I - DEFINITIONS
PARAGRAPH
K. Compensation period is subject to the OBRA '93 annual
(Continued) compensation limit in effect for 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 fifty
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
Effective Date and merger of this Plan and the Trust
with the ONEOK Inc. and Subsidiaries
Employee Savings Plan, shall be January
1, 1988.
M. Designation Date The Designation Date under the Plan
shall be January 1, April 1, July 1 and
October 1 of each Plan Year, at which
times a Participant may designate(or
leave in effect) his/her election to
defer receipt of cash Compensation
and/or to make After-Tax Participant
Deposits, as provided in paragraph 2. of
Article III, and paragraph 2. of Article
IV, below.
N. Dividends All cash, stock, rights or other
property distributed by the Company pro
rata to holders of any class of its
capital stock.
O. ESOP Dividend A payment in cash of ESOP Dividends to a
Distribution Participant and/or distribution in cash
to a Participant of ESOP Dividends paid
to the Trust of the Plan, on ONEOK Inc.
Common Stock in the Participant Account
of such Participant (and such payments
and distributions to a retired or
terminated Employee) pursuant to
paragraph 2. of Article X.
21
<PAGE> 11
ARTICLE I - DEFINITIONS
PARAGRAPH
P. ESOP Dividend/401(k) The maximum amount which may be deferred
Deferrable Amount by a Participant with respect to an ESOP
Dividend Distribution paid and
distributed to such Participant under
the provisions of paragraph 3.a. of
Article III, and the applicable
limitations of the Plan and the Code
pertaining to cash or deferral elections
by a Participant.
Q. ESOP Dividend An elective deferral of Compensation
Distribution/Additional made by a Participant with respect to
Deferral an ESOP Dividend Distribution paid and
distributed to such Participant, as
provided in paragraph 3. of Article III.
R. ESOP Dividend The amount contributed by the Company to
Distribution/Additional the Trust of the Plan with respect to
Deferral Contribution the ESOP Dividend
Distribution/Additional Deferral made
and elected by a Participant under
paragraph 3. of Article III.
S. ESOP Dividends The dividends paid to Participants or to
the Trust of the Plan on ONEOK Inc.
Common Stock in the Participant Account
of a Participant, or a retired or
terminated Employee.
T. 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.
U. 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)).
V. 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
22
<PAGE> 12
ARTICLE I - DEFINITIONS
PARAGRAPH
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.
W. Employee Contribution An amount to be separately accounted for
Account and maintained for each 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., 2., and 3. of Article
X.
X. Employee Stock That portion of the Plan under which
Ownership Plan (ESOP) Participant Accounts are invested in
ONEOK Inc. Common Stock pursuant to
Article IX, paragraph 1., and held and
administered in accordance with the
provisions of paragraph 12. of Article
IX, and other pertinent provisions of
the Plan.
Y. Employer Contribution An amount to be separately accounted for
Account and maintained for each Participant to
which all Company contributions for such
Participant and all earnings, expenses,
gains, and losses attributable thereto
shall be charged and credited.
Z. 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).
AA. Highly Compensated Any Employee eligible to participate in
Employee this Plan who during the Determination
Year or the Look-Back Year (i) was at
any time a five-percent (5%) owner,
(ii) received
23
<PAGE> 13
ARTICLE I - DEFINITIONS
PARAGRAPH
AA. Highly Compensated compensation from the Company in excess
Employee (Continued) 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 group of Employees for any year
if such Employee is in the group
consisting of the top twenty percent
(20%) of the Employees when ranked on
the basis of compensation paid during
such year.
For purposes of this paragraph, 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
24
<PAGE> 14
ARTICLE I - DEFINITIONS
PARAGRAPH
AA. Highly Compensated Compensated Employee in the group
Employee (Continued) 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 was a Highly Compensated
Employee when such former Employee
separated from 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).
AB. 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
25
<PAGE> 15
ARTICLE I - DEFINITIONS
PARAGRAPH
AB. Hours of Service paid. The determination of the Hours of
(Continued) 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 duty, or is not
working due to a labor-management
dispute. The clause shall be construed
so as to resolve any ambiguities in
favor of crediting Employees with Hours
of Service.
AC. 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.
26
<PAGE> 16
ARTICLE I - DEFINITIONS
PARAGRAPH
AD. 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.
AE. Lump Sum Merit Award The Lump Sum Merit Award granted and
paid to a Participant in the Plan
pursuant to the merit compensation
program of the Company.
AF. Matching Contribution The average of the ratios (calculated
Percentage separately for each Employee in such
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 take
into account (in computing such
percentage) elective deferrals and
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.
AG. 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.
27
<PAGE> 17
ARTICLE I - DEFINITIONS
PARAGRAPH
AH. One-Year Break A twelve (12)-consecutive-month period
in Service of time commencing on any anniversary
date of original employment and ending
twelve (12) consecutive months
thereafter, during which the Employee
has not completed more than five hundred
(500) Hours of Service.
AI. Participant An Employee who has satisfied the
eligibility requirements of the Plan and
has elected to participate in the Plan.
AJ. 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.
AK. 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.
AL. Plan Year A twelve (12)-month period commencing on
January 1 of each year and ending on the
subsequent December 31.
AM. Pre-1987 Employee That part of a Participant's Employee
Contribution Account Contribution Account which existed and
Balance remained unwithdrawn on December 31,
1986.
AN. Qualifying Employer The Common Stock of ONEOK Inc. which is
Security readily tradable on an established
securities market, within the meaning of
Code Section 409 (l).
AO. Reduction in The reduction in Compensation payable to
Compensation the Employee by the Company which is
elected voluntarily by the Employee
under paragraph 1. of Article III, but
not including any deemed elected
additional deferral made under paragraph
3. of Article III.
AP. 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.
AQ. Section 16 Person A person subject to Section 16(b) of the
Securities Exchange Act of 1934, as
amended, with respect to equity
securities of the Company.
28
<PAGE> 18
ARTICLE I - DEFINITIONS
PARAGRAPH
AR. Separate Section 72(d) An amount to be separately accounted for
Employee Contribution and maintained for each Participant to
Account which all Participant After-Tax Deposits
made 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
3. of Article X, and Code Section 72(d).
AS. Transferred 401(k) The account of a Participant in this
Account Plan which is transferred to and made 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.
AT. Retained Participant The account of a Participant in this
Account Plan which is or has been retained in
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.
AU. 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.
AV. Trustee The Trustee under the Plan hereinafter
named in paragraph 2. of Article XV or
any successor to said Trustee.
AW. 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
29
<PAGE> 19
ARTICLE I - DEFINITIONS
PARAGRAPH
AW. Year of Service twelve (12) months thereafter, during
(Continued) 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.
30
<PAGE> 20
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
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
Participation the Consolidated Plan Effective Date of
the Plan
31
<PAGE> 21
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
2. Commencement of may commence his/her initial
Participation Participation therein as of that date.
(Continued) Any other eligible Employee may commence
initial participation as of 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
Participation Participant in the Plan shall be 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
32
<PAGE> 22
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
4. Confirmation of the Plan, and the Committee may require
Participation the consent of the spouse of the
(Continued) Participant if the Participant is
married and the primary beneficiary
designated is not the spouse of the
Participant.
5. Duration of After an Employee has satisfied the
Participation eligibility requirements and has elected
to participate in the Plan,
participation in the Plan shall continue
until the employer-employee relationship
is terminated between the Company and
the Participant, except as provided in
the case of voluntary or involuntary
Participant suspension or voluntary or
involuntary Plan termination.
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 to participate in the
Plan, and to commence to participate 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
33
<PAGE> 23
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
7. Breaks in Service account in applying such provisions to a
(Continued) subsequent period of Breaks in Service.
8. Maternity and Paternity Any period of absence from work, not
Absences exceeding the hours described in
subparagraphs a. and b., below, by an
Employee for any period by reason of the
pregnancy of the Employee; by reason of
the birth of a child of the Employee; by
reason of the placement of a child with
the Employee in connection with the
adoption of such child by the Employee;
or for the purpose of caring for such
child for a period beginning immediately
following such birth or placement shall
be treated as Hours of Service, solely
for purposes of determining whether a
One (1)-year Break in Service has
occurred with respect to Years of
Service for purpose of eligibility for
participation in this Plan. The Hours of
Service described in this paragraph 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
34
<PAGE> 24
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
8. Maternity and Paternity in the year in which the absence from
Absences (Continued) work begins, if an Employee would be
prevented from incurring a One (1)-year
Break in Service in such year solely
because the period of absence is treated
as Hours of Service as hereinabove
provided; or in any case, in the
immediately following year. For purposes
of application of the foregoing rules in
this paragraph 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
Merger, Consolidation at the Board of Directors' direction,
or Acquisition shall determine on a uniform and
nondiscriminatory basis, in accordance
with any agreement to which the Company
shall be a party, or by which it shall
be bound, and in a manner not
inconsistent with law, which persons, if
any, who become employees of the Company
as a result of a merger or consolidation
or the acquisition of a substantial
portion of the assets or stock of a
corporation shall be eligible for
participation in this Plan.
Where in connection with a merger,
consolidation, or acquisition of assets,
property or stock by the Company from or
of another corporation or entity,
individuals who were employees of such
other corporation or entity become
Employees of the Company, the Board of
Directors, or the Committee at the Board
of Directors' direction, 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
35
<PAGE> 25
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
9. Eligibility in Case of service for eligibility or similar
Merger, Consolidation determinations in any particular
or Acquisition instance of the acquisition of stock or
(Continued) assets by the Company pursuant to the
foregoing provisions of this paragraph
9., shall not be effective or control
with respect to the employees of any
other corporation in any prior or
subsequent acquisition of stock or
assets of another corporation by the
Company.
36
<PAGE> 26
\ ARTICLE III
CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
1. Company 401(k) The Company shall contribute to the
Contributions Trust for each Plan Year, that portion
of the Net Earnings of the Company for
that year equal to the amount of the
Reduction in Compensation and ESOP
Dividend Distribution/Additional
Deferral Contribution elected and agreed
to and deemed elected by each
Participant pursuant to paragraphs 2.
and 3. of this Article III, to the
extent provided therein. This
contribution shall be the Company's
401(k) Contribution.
2. Cash or Deferral a. Each Employee who is a Participant
Election in this Plan may elect a Reduction
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
37
<PAGE> 27
ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
2. Cash or Deferral percentile below the permissible
Election (Continued) 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., 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.
38
<PAGE> 28
ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
2. Cash or Deferral e. The Reduction in Compensation
Election (Continued) elected by a Participant shall
remain in effect until changed by
the Participant's filing a change of
election in the form prescribed by
the Committee. A Participant may
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 by written or voice
response direction may be 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. ESOP Dividend a. Each Employee who is a Participant
Distribution/Additional in the Plan, unless such Participant
Deferral Contribution elects otherwise in writing, shall
be deemed to have also made an
elective deferral of his/her
Compensation in an amount equal to
the ESOP Dividend Distribution paid
and distributed in cash to such
Participant pursuant to
subparagraphs 2.b. or d. of Article
X, except that such ESOP Dividend
Distribution/Additional Deferral of
a Participant shall be limited to an
amount which, when added to the
Participant's regularly elected
Reduction in Compensation under
paragraph 2. of this Article III,
will not cause the Participant's
total elective deferrals of
Compensation for the year to exceed
the maximum permissible amount which
may be deferred under Code Section
402(g) for the taxable year, and
shall be subject to the reductions
thereof as determined by the
Committee in order to comply with
applicable limitations in Code
Sections
39
<PAGE> 29
ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
3. ESOP Dividend 401(k) and 415 as provided in
Distribution/Additional paragraphs 2., 3., and 7. of Article
Deferral Contribution VIII. The fourteen percent (14%) of
(Continued) Compensation limitation on a
Participant's Reduction in
Compensation stated in paragraph
2.a. of this Article III, above,
shall not apply to a Participant's
ESOP Dividend
Distribution/Additional Deferral of
his/her Compensation under this
paragraph 3., and such limitation
shall apply only to regular ongoing
elective deferrals of Compensation
elected and designated by a
Participant. A Participant's
election in writing to not make a
deemed ESOP Dividend
Distribution/Additional Deferral
shall be made at the time and in the
manner provided for in rules and
procedures prescribed by the
Committee.
b. The Company shall contribute to the
Trust for each Plan Year that
portion of the Net Earnings of the
Company for the Plan Year equal to
the amount of the ESOP Dividend
Distribution/Additional Deferral
elected by each Participant pursuant
to subparagraph 3.a., above.
4. 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.
40
<PAGE> 30
ARTICLE IV
AFTER-TAX PARTICIPANT CONTRIBUTIONS
PARAGRAPH
1. Percentage of After-Tax A Participant may make After-Tax
Participant Deposits Participant Deposits of from zero (0) to
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
After-Tax Participant Participant for his/her After-Tax
Deposits Participant Deposit shall continue in
effect, notwithstanding any change in
his/her Compensation, until he/she shall
change such
41
<PAGE> 31
ARTICLE IV - AFTER-TAX PARTICIPANT CONTRIBUTIONS
PARAGRAPH
2. Change of Percentage of percentage. A Participant may change
After-Tax Participant such percentage as of a Designation Date
Deposits (Continued) of January 1, April 1, July 1, or
October 1 of any year, but not
retroactively. A Participant shall
designate and change the percentage of
his/her After-Tax Participant Deposit by
written or voice response direction to
the Committee in the form and manner
prescribed by the Committee.
3. Deposit by Payroll After-Tax Participant Deposits under
Deduction this Article IV shall be effected 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 6. 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.
42
<PAGE> 32
ARTICLE V
ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
1. Rollover from Other With the prior written approval of the
Plans of The Company Committee, a Participant in this Plan
may make a rollover contribution of all
or part of a qualifying rollover
distribution to such Participant from a
trust which is a part of a separate
qualified pension or profit-sharing plan
of the Company or any subsidiary of the
Company. The allowance of any rollover
contribution shall be at the discretion
of the Committee, and only in accordance
with such terms and conditions as the
Committee may 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).
43
<PAGE> 33
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
2. Trust to Trust Transfers The Company may, from time to time,
From Other Plans of direct the Trustee to receive, accept
The Company transfers of, and hold as a part of the
Trust, deposits or transfers of the
funds, deposits, property, assets,
and/or accounts of Participants, or
employees of any subsidiary of the
Company, from a trust which is part of
any other qualified defined benefit plan
or qualified defined contribution plan
of the Company or any subsidiary of the
Company. Any such deposit or transfer
shall be subject to prior written
approval of the Company, and may be
pursuant to a modification,
continuation, termination, partial
termination, consolidation or merger
with, or replacement of any such other
Company plan or subsidiary plan which
may be adopted by the Company or the
subsidiary employer, or pursuant to any
other arrangement mutually determined
and agreed upon by the Company and a
subsidiary and/or the subsidiary
employee (or Participant). If an
employee of the Company or of a
subsidiary of the Company whose account
is so transferred is otherwise eligible
and not already participating in the
Plan, he/she shall become a Participant
at the time of such transfer and
deposit. Any funds or property from the
account of a Participant under another
Company plan or a subsidiary plan which
are so transferred and accepted by the
Trustee shall be received and deposited
in full to an account or accounts of
that Participant under this Plan, and
shall thereupon become a part of the
Trust held for the account of that
Participant in accordance with all the
terms and provisions of the Plan. The
Committee shall determine and prescribe
reasonable and appropriate procedures,
certifications, and other requirements
to be accomplished and performed by the
Company, the Trustee, the Participant,
any such subsidiary and the plan
administrator and trustee of such other
Company plan or subsidiary plan, in
order to assure an effective and
satisfactory transfer
44
<PAGE> 34
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
2. Trust to Trust Transfers of trust funds, and any such transfer
From Other Plans of shall be conditioned upon compliance
The Company with all such requirements.
(Continued) Notwithstanding any of the foregoing,
the Company shall have no obligation to
make any matching or other additional
contributions to the Plan to or for the
benefit of any Participant by reason of
any such transfer or deposit to the
Trust under this paragraph 2.
3. Direct Rollovers From Participants in the Plan shall have the
Qualified Plans of right to make direct rollover
Other Employers contributions to the Trust of the Plan
of assets from a qualified defined
contribution plan or trust of another
employer, or from a conduit Individual
Retirement Account. Any such assets so
transferred to the Trust of the Plan
shall be accompanied by written
instructions from the other employer,
trustee or custodian transferring such
assets setting forth the name of the
Participant for whose benefit such
assets are being transferred, and
showing the respective contributions of
the employer, if any, and the
Participant, the current value of the
assets attributable thereto, and such
other information as the Committee and
Trustee consider reasonably required in
order for the Trustee to receive, hold
and administer such assets in the Trust
of the Plan. Upon receipt by the Trustee
of such assets for a Participant, the
Trustee shall place such assets in a
segregated fund or account for the
Participant, and the Participant shall
be deemed to be fully vested and have a
nonforfeitable interest in such assets.
The making of such a rollover transfer
to the Trust shall not constitute a
contribution or deposit entitling a
Participant to any matching contribution
by the Company. Notwithstanding anything
to the contrary expressed or implied
herein, unless the Plan generally
provides a life or joint and survivor
annuity form of distribution benefit,
the Plan shall not be a direct or
indirect transferee of or from any
defined benefit pension plan, money
purchase pension plan, profit sharing
plan, stock bonus plan or other plan
with is subject to the joint
45
<PAGE> 35
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
3. Direct Rollovers From and survivor annuity requirements of
Qualified Plans of Code Sections 401(a)(11) and 417.
Other Employers
(Continued)
4. Direct Rollovers to With respect to distributions of
IRAs and Qualified Participants' accounts after December
Plans; Withholding 31, 1992, the Plan shall be operated in
of Tax accordance with the provisions of the
Unemployment Compensation Amendments Act
of 1992 providing for direct 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.
46
<PAGE> 36
ARTICLE VI
SUSPENSION OF SALARY REDUCTIONS, DEPOSITS
PARAGRAPH
1. Suspension of Reduction A Participant may elect in writing, in
in Compensation or the manner prescribed by the Committee,
After-Tax Deposits by to suspend his/her Reduction in
Participant for Compensation or After-Tax Participant
Deficiency in Deposit in any regular pay period in
Compensation which either would normally be deducted
if his/her Compensation for such period
is less than seventy-five percent (75%)
of his/her normal Compensation for such
period, provided such deficiency in
Compensation is not the result of a
Company approved leave of absence
without pay as outlined in paragraph
12. of Article XII. In any pay period
in which a Reduction in Compensation or
After-Tax Participant Deposit would
normally be deducted from 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
of Reduction in his/her Reduction in Compensation or
Compensation or After-Tax Participant Deposit to the
After-Tax Participant Plan in writing, in the manner
Deposits prescribed by the Committee, for a
period of not less than six (6) months.
A requested suspension shall not be
effective unless at least twelve (12)
consecutive months of continuous
participation have
47
<PAGE> 37
ARTICLE VI - SUSPENSION OF SALARY REDUCTIONS, DEPOSITS
PARAGRAPH
2. Voluntary Suspension elapsed since any prior voluntary
of Reduction in suspension ended. Voluntary suspension
Compensation or of Reduction in Compensation or
After-Tax Participant After-Tax Participant Deposits provided
Deposits (Continued) in this paragraph 2. shall not have the
effect of terminating the Participant's
current Plan participation.
48
<PAGE> 38
ARTICLE VII
COMPANY MATCHING CONTRIBUTIONS
PARAGRAPH
1. Company Matching After a Participant has completed one
Contributions (1) Year of Service as an Employee 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 of Matching
Contributions 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; provided, that
the Company shall not make any
Matching Contribution for a
Participant with respect to that
part of the Company's 401(k)
Contribution that is an ESOP
Dividend Distribution/Additional
Deferral Contribution made for the
Participant.
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.
49
<PAGE> 39
ARTICLE VII - COMPANY MATCHING CONTRIBUTIONS
PARAGRAPH
1. Company Matching The Company's maximum Matching
Contributions Contribution shall in all cases be
(Continued) 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 allocated
and contributed to match a
Participant's After-Tax Deposit only
to the extent such Participant's
Reduction in Compensation for that
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, which are needed to
comply with such limitations.
2. Participant's Matching The Company's Matching Contribution
Contribution Account shall be credited to each
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.
50
<PAGE> 40
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 Deferral The Elective Deferrals of a Participant
Limitations for any taxable year shall not exceed
seven thousand dollars ($7,000), as
adjusted for cost-of-living increases
under Code Section 402(g); the
Participant shall not be permitted to
make Elective Deferrals under the Plan
at a rate which will result in that
limitation being exceeded in any Plan
Year or taxable year of the Participant;
the amount of a Participant's Elective
Deferrals in the form of Reductions in
Compensation and ESOP Dividend
Distribution/Additional Deferrals 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
Percentage Limitations Highly Compensated Employees 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
51
<PAGE> 41
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
3. Actual Deferral Deferral Percentage for the Highly
Percentage Limitations Compensated Employees may not exceed
(Continued) the Actual Deferral Percentage for
the Employees eligible to be
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
Matching Contributions for eligible Highly Compensated
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
of Limitations limitations in paragraph 3. above,
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
Alternative Limitation eligible to elect to make Reductions
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
52
<PAGE> 42
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
6. Multiple Use of contribution percentage of Highly
Alternative Limitation Compensated Employees in accordance
(Continued) with the provisions of Treasury
Regulations Section 1.401(m)-2(c) 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 the twelve
(12) month period beginning on
January 1 and ending on the
subsequent December 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"
53
<PAGE> 43
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
7. Maximum Annual Additions shall not include (i) Company
(Continued) contributions to a plan of deferred
compensation to the extent the
contributions are not included in the
gross income of the Employee for the
taxable year in which contributed, on
behalf of an Employee to a simplified
employee pension plan described in
Code Section 408(k) to the extent
such contributions are deductible by
the Employee under Code Section
219(b)(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
54
<PAGE> 44
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
7. Maximum Annual Additions applicable thereto in accordance with
(Continued) the Code and regulations prescribed
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
55
<PAGE> 45
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
7. Maximum Annual Additions limitation year, then the excess
(Continued) amounts must be held unallocated in a
suspense account for the limitation
year and allocated and reallocated in
the next limitation year to all
remaining Participants in the Plan.
However, if such allocation or
reallocation of the excess amounts
pursuant to the provisions hereof
causes the limitations of Code
Section 415 to be exceeded with
respect to each Participant for the
limitation year, then these amounts
must be held unallocated in a
suspense account. If such a suspense
account is in existence at any time
during a particular limitation year,
other than the limitation year
described in the preceding sentence,
all amounts in the suspense account
must be allocated or reallocated to
Participants' accounts as herein
provided, (subject to the limitations
of Code Section 415) before any
Company contributions which would
constitute Annual Additions may be
made to the Plan for that limitation
year. The excess amounts must be used
to reduce Company contributions for
the next limitation year (and 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.
of Contributions Except and 10. of this Article VIII below,
for Mistake the Trustee shall hold the Company's
contributions in the respective
Participants' Accounts, subject to
the provisions of the Plan; and no
part of those contributions shall be
recoverable by the Company, nor shall
they be used for, or diverted to any
other purpose, except for return
thereof to the Company in the case
and to the extent of its
contributions having been made by
reason of a mistake of fact, in which
case the return to the Company of the
amount involved shall be made within
one (1) year of the mistaken
contribution; and if a contribution
to the Plan conditioned upon the
deductibility of the contribution
under Code
56
<PAGE> 46
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
of Contributions Except
for Mistake (Continued)
8. No Return or Diversion Section 404, as provided in paragraph
14. of this Article VIII, then such
contribution may be returned to the
Company (to the extent disallowed)
within one (1) year after the
disallowance of the deduction;
provided, that any contribution for a
Participant which exceeds the
limitations provided in 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
Excess Deferrals the gross income of a Participant 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.
57
<PAGE> 47
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
10. Excess 401(k) In the event the aggregate amount of
Contributions Company 401(k) Contributions actually
paid 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.
58
<PAGE> 48
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
11. Excess Aggregate In the event the aggregate amount of
Contributions Matching Contributions and 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,
and Matching elect to make Qualified Nonelective
Contributions Contributions and Qualified Matching
Contributions that are to be treated 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
59
<PAGE> 49
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
12. Qualified Nonelective satisfy the nondiscrimination tests
and Matching prescribed in paragraph 4. of this
Contributions Article VIII provided that such
(Continued) Qualified Nonelective Contributions or
Qualified Matching Contributions shall
be treated as 401(k) Contributions or
Company Matching 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
Earnings; Company profit-sharing plan within the meaning
Contributions Limited of Code Sections 401(a)(1) and (27)
to Earnings without regard to current or accumulated
earnings and profits of the Company;
provided, that if at any time the
Company's net earnings and earned
surplus as reflected by its books of
account are insufficient to permit the
making in full therefrom of 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; provided further,
however, that the portion of this Plan
which constitutes an employee stock
ownership plan is intended to be a stock
bonus plan within the meaning of Code
Sections 401(a) and 4975(e)(7), and the
Treasury regulations thereunder which is
established and maintained by the
Company to provide benefits similar to
those of a profit-sharing plan
60
<PAGE> 50
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
13. Plan Not Dependent Upon except that the contributions by
Earnings; Company the Company are not necessarily
Contributions Limited dependent upon profits and the benefits
Earnings (Continued) are distributable in stock to of the
Company.
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.
61
<PAGE> 51
ARTICLE IX
INVESTMENT PROVISIONS
PARAGRAPH
1. Participant Directed A Participant may, by written direction
Investment to the Committee, 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
Option B: John Hancock Emerging Growth
Fund
Option C: SEI S&P 500 Index Fund
62
<PAGE> 52
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 directed
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
63
<PAGE> 53
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
1. Participant Directed not pursuant to paragraph 3. of this
Investment (Continued) Article IX. If no shares of Common Stock
are made available from the Company
during the month, the Trustee may
purchase such shares in the open market,
or as provided in paragraph 5. of this
Article IX.
Notwithstanding any other provisions
herein, the right of Participants to
direct the purchase, sale or transfer of
ONEOK Inc. Common Stock for their Plan
Accounts may be limited, suspended and
restricted from time to time, and for
such periods of time as the Committee,
in its discretion, determines to be
necessary and appropriate for
administration of the Plan and Trust,
including, without limitation, for the
purpose of determining the amount and
timing of ESOP Dividend Distributions
and ESOP Dividend
Distribution/Additional Deferral
Contributions under the Plan. The
Committee may direct such limitations,
suspensions and restrictions to be made,
and cause Participants and the Trustee
to be given notice thereof, in the
manner it determines reasonable and
practical in the circumstances.
Notwithstanding the foregoing, the
investment by a Participant who is a
Section 16 Person shall be subject to
the limitations and restrictions and
other provisions of paragraph 11. of
this Article IX, below, with respect to
any Discretionary Transactions involving
the investment of his/her deposits, the
Company's contributions and any other
cash attributable to his/her account.
2. Change in Participant's Any direction by a Participant that
Investment Direction available funds in his/her 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
64
<PAGE> 54
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
2. Change in Participant's means as may be authorized by the
Investment Direction Committee, cancel or change any such
(Continued) investment direction from time to time;
provided, that a Participant who is a
Section 16 Person shall be subject to
the limitations, restrictions and other
provisions of paragraph 11. of this
Article IX, below, with respect to such
Participant's direction of investments
that are Discretionary Transactions.
3. Sale of Investments at A Participant may (i) by written
Participant Direction direction 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, or (ii) by telephone voice
response system authorized and
established by the Committee, direct the
Committee and the Trustee to sell or
turn in for redemption, as may be
appropriate, any security purchased 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, that a Participant who is a
Section 16 Person shall be subject to
the limitations, restrictions and other
provisions of paragraph 11. of this
Article IX, below, with respect to the
direction of the sale or redemption
transactions involving any security
issued by the Company that are
Discretionary Transactions.
4. ESOP Diversification It is intended that the Participant
of Investments investment options and investment
direction provisions stated above in
this Article IX shall be administered in
the manner which will satisfy the
investment diversification requirements
of Code Section 401(a)(28) as to the
portion of the Plan which constitutes an
Employee Stock Ownership Plan, and in
accordance with such requirements, and
65
<PAGE> 55
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
4. ESOP Diversification notwithstanding anything otherwise
of Investments provided in the Plan with respect to
(Continued) that portion of the Plan which
constitutes an Employee Stock Ownership
Plan, each Qualified Participant may
elect within ninety (90) days after the
close of each Plan Year in the Qualified
Election Period to direct the Plan and
the Trustee as to the investment of at
least twenty-five percent (25%) of such
Participant's Account in the Plan which
is invested in Company securities (to
the extent such portion exceeds the
amount to which a prior election under
this paragraph applies). In the case of
the election year in which the
Participant can make his/her last
election, the preceding sentence shall
be applied by substituting "fifty
percent (50%)" for "twenty-five percent
(25%)." The Plan shall offer at least
three (3) investment options (not
inconsistent with Treasury regulations
published under Code Section 401(a)(28)
to each Qualified Participant making
such an election and within ninety (90)
days after the period during which the
election may be made, the Plan shall
invest the portion of the Participant's
Account covered by the election in
accordance with the election. For
purposes of this paragraph, the term
"Qualified Participant" means any
Employee who is a Participant in the
Plan who on and after January 10, 1997,
completes at least ten (10) years of
participation under the Employee Stock
Ownership Plan portion of the Plan and
who has attained age fifty-five (55);
and the term "Qualified Election Period"
shall mean the 6-Plan-Year period
beginning with the later of (i) the
first Plan Year in which an individual
first became a Qualified Participant, or
(ii) the first Plan Year beginning after
December 31, 1986. The applicable
portions of a Participant's Account to
which such elections shall apply shall
be determined based upon the price of
Company securities on the New York Stock
Exchange applied on a uniform and
consistent basis, and with respect to
any Company securities which are not
readily tradable on an established
securities market with respect
66
<PAGE> 56
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
4. ESOP Diversification to activities carried on by the Plan
of Investments all such valuations shall be by an
(Continued) independent appraiser, which means any
appraiser meeting requirements similar
to the requirements of the Treasury
regulations prescribed under Code
Section 170(a)(1).
5. Time of Action by The Trustee will comply with the
Trustee on Investments directions of a Participant with respect
to investment, sale and reinvestment as
soon as practicable after receipt of
such direction if they are given and
received in accordance with one of the
foregoing authorized means of
communicating such directions; provided,
however, that in the case of directions
to purchase securities, the Trustee will
not comply therewith until a means to
make such purchase has been adequately
provided in respect to the Participant's
account. With respect to purchases of
Common Stock from the Company, the
Trustee shall purchase such securities
on the day or days of each month on
which the Trustee receives the
contributions from the Participants and
the Company or receives dividends on the
Common Stock held by the Trustee. 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
expenses, defer the execution of
directions to purchase or sell
securities until the Trustee has
accumulated directions to purchase or
sell the quantities prescribed 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.
6. Participant Rights as In the event that any option, rights,
to Options, Rights, or warrants shall be granted or issued
and Warrants respect to a security held by the
Trustee under the Plan, the Trustee, to
the extent possible, shall give to the
Participant in whose account such
security is held a reasonable
opportunity (which in any event
67
<PAGE> 57
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
6. Participant Rights as shall not extend beyond five days prior
to Options, Rights, to the date of expiration of the
and Warrants options, rights, or warrants) to direct
(Continued) 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 the Trustee in form prescribed by the
Committee, to receive payment from the
Trustee out of any cash available in the
Participant's Account an amount equal to
the cash so paid, and such payment to
the Participant shall not constitute a
withdrawal within the meaning of 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
68
<PAGE> 58
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
6. Participant Rights as option, right, or warrant in the open
to Options, Rights, market, if there be any market thereof.
and Warrants The cash proceeds from the sale of any
(Continued) options, rights, or warrants shall be
credited to the Participant's Account.
Provided, that a Participant who is a
Section 16 Person shall be subject to
the limitations, restrictions and other
provisions of paragraph 11. of this
Article IX, below, with respect to any
options, rights or warrants granted or
issued with respect to any security held
by the Trustee of the Plan that is a
security issued by the Company, if the
exercise or other action by the
Participant pursuant to this paragraph
6. is a Discretionary Transaction.
7. Redemption of In the case of the redemption of any
Nontransferable nontransferable security or on the
Securities maturity thereof, the Participant in
whose account such security is held
shall take such steps as the Trustee may
prescribe in order to effect the
redemption or collection thereof by the
Trustee.
8. Manner of Holding All cash and securities in Participants'
Cash and Securities Accounts shall, until disposed of
pursuant 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.
9. 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
69
<PAGE> 59
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
9. Voting of Shares owner thereof only in accordance with
(Continued) 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.
This paragraph and all pertinent
provisions of the Plan and Trust shall
be applied and interpreted in all
respects so as to meet the requirements
of Code Section 409(e) so that each
Participant or beneficiary in the Plan
is entitled to direct the Plan and
Trustee as to the manner in which stock
and securities of the Company which are
entitled to vote and are allocated to
the Participant Account of such
Participant or beneficiary are to be
voted.
10. Tender Offers Notwithstanding any other provisions of
this Plan, the provisions of this
paragraph 10. 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
70
<PAGE> 60
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
10. Tender Offers offer, and shall provide a means by
(Continued) 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.
b. Each Participant shall have the
right to instruct the 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.
71
<PAGE> 61
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
10. Tender Offers Prior to such withdrawal deadline, if
(Continued) 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
10.c. hereunder as if the date of
such withdrawal were the date of
determination, and withdraw the
number of unallocated shares
necessary 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.
f. Notwithstanding the foregoing, a
Participant who is a Section 16
Person shall be subject to the
limitations, restrictions and other
provisions of paragraph 11. of this
Article IX, below, with respect to
any tender of shares of Common Stock
allocated to such Participant's
account that is a Discretionary
Transaction.
11. Section 16 Person A Section 16 Person shall be allowed
Limitations; to direct or have a Discretionary
Discretionary Transaction effected under the Plan
Transactions only if such Discretionary
Transaction is effected pursuant to an
election made at least six (6) months
following the date of the most recent
election, with respect to any employee
benefit plan of the Company, that
effected a Discretionary Transaction
that was:
72
<PAGE> 62
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
11. Section 16 Person (i) an acquisition, if the current
Limitations; proposed Discretionary Transaction
Discretionary would be a disposition; or
Transactions
(Continued) (ii) a disposition, if the current
proposed Discretionary Transaction
would be an acquisition.
For purposes of this Article IX, the
term "Discretionary Transaction" shall
mean a transaction involving equity
securities of the Company pursuant to an
employee benefit plan of the Company
that:
(i) is at the volition of the
Participant;
(ii) is not made in connection with the
Participant's death, disability,
retirement or termination of
employment;
(iii) is not required to be made
available to the Participant
pursuant to a provision of the
Internal Revenue Code; and
(iv) results in either an intra-plan
transfer involving a Company
equity securities fund under the
Plan, or a cash distribution
funded by a volitional disposition
of a Company equity security.
Except to the extent otherwise expressly
stated herein, all terms and provisions
contained in this paragraph 11. are
intended to have the same meaning and
effect as when used in Rule 16b-3 of the
Securities and Exchange Commission
promulgated under the Securities
Exchange Act of 1934, as amended ("SEC
Rule 16b-3"). Transactions under the
Plan by or with respect to Section 16
Persons are intended to qualify for
exemptions allowable under SEC Rule
16b-3, unless the Committee specifically
determines otherwise;
73
<PAGE> 63
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
11. Section 16 Person and the provisions of the Plan shall be
Limitations; administered, interpreted and construed
Discretionary to carry out such intention, and any
Transactions provision that cannot be so
(Continued) administered, interpreted and construed
shall, to the extent permissible under
the Code and the Employee Retirement
Income Security Act of 1974, as amended,
be disregarded.
12. Employee Stock The portion of this Plan and the Trust
Ownership Plan (ESOP) under which investment in ONEOK Inc.
Common Stock is directed by Participants
pursuant to paragraph 1. of this Article
IX, above, is intended to be an Employee
Stock Ownership Plan designed to invest
primarily in Qualifying Employer
Securities, including all shares of
ONEOK Inc. Common Stock held by the Plan
at the time such portion of the Plan and
Trust is first made an Employee Stock
Ownership Plan by amendment of the Plan.
The investment in such stock shall be
made and administered in accordance with
the provisions of Code Section
4975(e)(7), or succeeding provisions of
the federal tax law, the Treasury
regulations thereunder, and the
provisions of the Plan more specifically
providing for such Employee Stock
Ownership Plan, including without
limitation, the provisions of this
paragraph 12., stated below; paragraph
3. of Article III, providing for deemed
deferrals equal to ESOP Dividends paid
and distributed; paragraph 4. of Article
IX providing for diversification of
investments; paragraph 9. of Article IX
providing for the voting of ONEOK Inc.
Common Stock; paragraph 2. of Article X
providing for payment and distribution
of ESOP Dividends on ONEOK Inc. Common
Stock; paragraph 5. of Article XI
providing for the time of distribution
of ONEOK Inc. Common Stock from the
Plan; and paragraph 12. of Article XI
providing for Participant rights to
distribution of ONEOK Inc. Common Stock.
It is intended that the Employee Stock
Ownership Plan provided for herein shall
not acquire any Plan assets or Company
securities by use of an exempt loan
under Code Section
74
<PAGE> 64
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
12. Employee Stock 4975(d)(3), or otherwise, but
Ownership Plan (ESOP) notwithstanding the foregoing, if and to
(Continued) the extent any such exempt loan is ever
made to or received by the Plan, then
any such loan shall conform in all
respects to the requirements of Code
Section 4975(e) and the Treasury
regulations thereunder, and must be
primarily for the benefit of
Participants and their beneficiaries,
and shall comply with the following
terms and conditions: (1) The interest
rate respecting such loan shall not
exceed a reasonable rate of interest;
and the Trustee shall consider all
relevant factors in determining a
reasonable rate of interest, including
the amount and duration of the loan, the
security and guarantee (if any)
involved, the credit standing of the
ESOP and the Company (if and to the
extent that the Company acts as
guarantor), and the interest rate
prevailing for comparable loans; and
upon due consideration of the foregoing
factors, a variable interest rate may be
reasonable; (2) At the time that such
loan is made or entered into, the
interest rate and the price of
securities to be acquired should not be
such that Plan assets might be
dissipated; (3) The terms of such loan,
whether or not between independent
parties, must be at such time at least
as favorable to the Trust as the terms
of a comparable loan resulting from
arm's-length negotiations between
independent parties; (4) The proceeds of
such loan must be used within a
reasonable time after their receipt by
the Trust only to acquire ONEOK Inc.
Common Stock, to repay such loan, or to
repay a prior loan to the Trust; (5)
Such loan must be without recourse
against the Trust; the only assets of
the Trust that may be given as
collateral on such loan are shares of
ONEOK Inc. Common Stock acquired
therewith; no person entitled to payment
under such loan shall have any right to
assets of the Trust other than
collateral given for such loan, cash
contributions of the Company made to
meet the obligations of the Trust under
such loan, and earnings attributable to
such collateral and the investment of
such contributions; the
75
<PAGE> 65
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
12. Employee Stock payments made with respect to such loan
Ownership Plan (ESOP) by the Trust during a Plan Year must not
(Continued) exceed an amount equal to the sum of
such contributions and earnings received
during or prior to the year less such
payments in prior years; such
contributions and earnings must be
accounted for separately on the books of
account of the Trust, until the loan is
repaid; (6) In the event of default on
such loan, the value of Plan assets
transferred in satisfaction of the loan
must not exceed the amount of default;
(7) Shares of ONEOK Inc. Common Stock
used as collateral for such loan shall
be released from the encumbrance
thereof, in accordance with the
provisions stated in this paragraph 12.,
below; and (8) Except as otherwise
provided hereinbelow under the terms of
this Plan and Trust, or as otherwise
required by applicable law, no ONEOK
Inc. Common Stock or other Company
security acquired with the proceeds of
such loan shall be subject to a put,
call or other option, or buy-sell or
similar arrangement while held by and
when distributed from the Trust, whether
or not the Trust is then an employee
stock ownership plan as described in
Code Section 4975(e)(7).
All shares of ONEOK Inc. Common Stock
acquired by the Trust and pledged as
collateral on any such loan shall be
added to and maintained in a suspense
account. Said shares shall be released
from such encumbrance as follows: (1)
For each Plan Year during the duration
of the loan, the number of shares of
ONEOK Inc. Common Stock released shall
equal the number of encumbered shares
held immediately before release by a
fraction. The numerator of the fraction
is the amount of principal and interest
paid to the lender by the Trust for the
year, and the denominator of the
fraction is the sum of the numerator
plus the principal and interest to be
paid for all future years; (2) For
purposes of the foregoing determination,
the number of future years under the
loan must be definitely ascertainable,
and shall be determined without taking
into account any
76
<PAGE> 66
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
12. Employee Stock possible extensions or renewal periods.
Ownership Plan (ESOP) If the interest rate under the loan is
(Continued) variable, the interest to be paid in
future years shall be computed by using
the interest rate applicable as of the
end of the Plan Year; and (3) To the
extent of the foregoing release from
encumbrance, shares shall be withdrawn
from the suspense account, and
nonmonetary units representing the
Participants' interest therein shall be
allocated, for each Plan Year. The
shares of ONEOK Inc. Common Stock held
in the above described suspense account
shall be voted by the Trustee. With
respect to shares released from
encumbrance, said shares shall be voted
as provided in paragraph 9. of Article
IX of the Plan.
To the extent any Company security is
acquired by the Plan with the proceeds
of an exempt loan, which security is not
publicly traded when distributed or is
subject to a trading limitation when
distributed, then such security shall be
subject to a put option exercisable only
by the Participant ("Participant"
meaning for purposes of these
provisions, the Participant and
beneficiaries of the Participant), the
Participant's donees, or by a person
(including an estate or its distributee)
to whom such security passes by reason
of the Participant's death. Such put
option must permit the Participant to
put such security to the Company, and
under no circumstances may the put
option bind the Plan, except that such
put option may grant the Plan an option
to assume the rights and obligations of
the Company at the time that the put
option is exercised; the put option must
be exercisable at least during a fifteen
(15)-month period which begins on the
date the security subject to the put
option is distributed by the Plan,
except that if the security is publicly
traded without restriction when
distributed but ceases to be so traded
within fifteen (15) months after the
distribution, the
77
<PAGE> 67
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
12. Employee Stock Company shall notify each security
Ownership Plan (ESOP) holder in writing within ten (10) days
(Continued) after the security ceases to be so
traded that for the remainder traded
that for the remainder of the fifteen
(15)-month period the security is
subject to a put option. Such
notification shall inform the individual
distributees of the terms of the put
options that they are to hold. Any such
put option is to be exercised by the
holder notifying the Company in writing
that the put option is being exercised.
The period during which such a put
option is exercisable shall not include
any time when the distributee is unable
to exercise it because the party bound
by the put option is prohibited from
honoring it by applicable federal and
state law. The price at which any such
put option must be exercisable is the
value of the security, determined under
Section 54.4795-11(d)(5) of the Treasury
regulations. The terms and provisions
for payment under any such put option
must be reasonable terms within the
meaning of Section 54.4975-7(b)(12)(iv)
of the Treasury regulations. The payment
under any such put option shall not be
restricted by the provisions of a loan
or any other arrangement, including the
Company's certificate of incorporation,
unless so required by applicable state
law.
13. No Guarantee or Nothing in this Plan contained shall be
Indemnity construed as a guarantee by the 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.
78
<PAGE> 68
ARTICLE X
CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT
PARAGRAPH
1. General Charges All interest, dividends, and other
and Credits income received by the Trustee in
respect 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. ESOP Dividend a. The Committee may cause ESOP
Distributions Dividends on ONEOK Inc. Common Stock
in a Participant's Account to be paid
in cash to the Participant (or
his/her beneficiaries), and cause the
Trustee to distribute in cash to a
Participant (or his/her
beneficiaries) ESOP Dividends paid in
cash to the Trust on ONEOK Inc.
Common Stock in the Participant's
Account. Such payment and
distribution in cash to a Participant
(or his/her beneficiaries) shall be
in the amount determined pursuant to
subparagraphs b., c., and d., below.
The payment and distribution of ESOP
Dividends on ONEOK Inc. Common Stock
in the Account of a retired Employee
or former Employee may be made as
provided in subparagraph e., below.
The distribution of such ESOP
Dividends from the Trust shall be
made in cash to the Participant (or
his/her beneficiaries) not later than
ninety (90) days after the close of
the Plan Year in which such dividends
are paid to the Trust of the Plan.
b. Unless a Participant who is an
Employee elects otherwise pursuant to
subparagraph c., below, the amount of
the ESOP Dividend Distribution which
shall be paid and distributed in cash
to a Participant who is an Employee
pursuant to this paragraph 2. shall
be the amount of ESOP Dividends paid
on ONEOK Inc. Common Stock in such
Participant's Account that is equal
to such Participant's ESOP
79
<PAGE> 69
ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT
PARAGRAPH
2. ESOP Dividend Dividend/401(k) Deferrable Amount for
Distributions the year.
(Continued)
c. In lieu of receiving payment and
distribution of ESOP Dividends in
cash pursuant to subparagraph b.,
above, a Participant who is an
Employee may elect to receive payment
and distribution in cash of either
(i) one hundred percent (100%) of the
Participant's ESOP Dividends, or (ii)
fifty percent (50%) of the
Participant's ESOP Dividends. If a
Participant elects to receive one
hundred percent (100%) of his/her
ESOP Dividends in cash, no ESOP
Dividend Distribution/Additional
Deferral Contribution shall be made
with respect to such payment and
distribution under paragraph 3. of
Article III, above; and if a
Participant elects to receive payment
and distribution of fifty percent
(50%) of his/her ESOP Dividends in
cash, no ESOP Dividend
Distribution/Additional Deferral
Contribution shall be made with
respect to such amount under
paragraph 3. of Article III, above.
d. If a Participant who is an Employee
elects to receive payment and
distribution of fifty percent (50%)
of his/her ESOP Dividends under
subparagraph c., above, then an
additional payment and distribution
in cash of and from the other fifty
percent (50%) of such Participant's
ESOP Dividends shall be made to such
Participant in an amount equivalent
to the amount, if any, of such
Participant's ESOP Dividend/401(k)
Deferrable Amount, and an ESOP
Dividend Distribution/Additional
Deferral Contribution equal to such
additional payment and distribution
of ESOP Dividends shall be made to
the extent provided for in paragraph
3. of Article III, above.
e. Each individual who is a retired
Employee, or a former Employee who
has
80
<PAGE> 70
ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT
PARAGRAPH
2. ESOP Dividend separated from service with the
Distributions Company, may elect in writing to
(Continued) receive and take a payment and
distribution in cash of either (i)
one hundred percent (100%) of his/her
ESOP Dividends, or (ii) fifty percent
(50%) of his/her ESOP Dividends,
notwithstanding that such individual
shall have no right to elect any
deferral of Compensation with respect
to the dividend distribution to be
received.
f. The elections provided to a
Participant who is an Employee under
the foregoing provisions of
subparagraph c., above, are intended
to allow such Participant to elect to
receive payment and distribution of
ESOP Dividends from the Company
and/or the Trust so as to increase
the dollar amount of cash he/she
receives in the form of ESOP
Dividends by the percentage elected,
without any corresponding offset of
such amount by any ESOP Dividend
Distribution/401(k) Deferral
Contribution or Reduction in
Compensation under the Plan.
g. It is also intended that unless a
Participant elects otherwise, a
corresponding ESOP Dividend
Distribution/Additional Deferral
Contribution will be made with
respect to ESOP Dividends paid and
distributed in cash to a Participant
under subparagraphs b. or d., above,
to the extent provided therein and in
paragraph 3. of Article III.
h. Notwithstanding the foregoing, the
payment and distribution in cash of
ESOP Dividends with respect to ONEOK
Inc. Common Stock in a Participant
Account may be limited in a uniform
and consistent manner, as determined
by the Committee, so as to maximize
the application of the limitations on
elective deferrals and contributions
contained in Code Sections 402(g) and
415 to a Participant's regularly
designated elective deferrals
81
<PAGE> 71
ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT
PARAGRAPH
2. ESOP Dividend of Compensation, and Company Matching
Distributions Contributions thereon during a Plan
(Continued) Year, before application of such
limitations with respect to any ESOP
Dividend Distribution/Additional
Deferral Contributions made by and
for the Participant arising during
the Plan Year.
i. The payment and distribution of ESOP
Dividends in cash pursuant to this
paragraph 2. and the making of ESOP
Dividend Distribution/ Additional
Deferral Contributions shall be
administered by the Company and the
Trustee, as determined, prescribed
and found mutually acceptable by the
Committee and the Trustee. Any amount
of ESOP Dividends not so paid and
distributed in cash to a Participant,
retired Employee or former Employee
under the foregoing provisions shall
be credited to and remain in the
Participant Account and shall not
thereafter be distributable under the
provisions of this paragraph, unless
otherwise directed and approved by
the Committee.
j. The elections made by Participants,
retired Employees and former
Employees to receive distributions of
ESOP Dividends hereunder shall be
made in writing at the time and in
the form prescribed by the Committee.
3. Calculation of The cost to be charged to a
Charges and Credits Participant's Account of securities
to Participant Accounts purchased shall be the average cost of
all securities of the particular issue
purchased 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
82
<PAGE> 72
ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT
PARAGRAPH
3. Calculation of such sales, if the Trustee, in its
Charges and Credits discretion, shall determine that market
to Participant Accounts conditions are such as to make that
(Continued) action advisable.
4. Commissions, Taxes, Brokerage commissions, transfer taxes,
and Charges on Security and other charges and expenses in
Purchases and Sales connection with the purchase or sale of
securities shall be added to the cost of
such securities or deducted from the
proceeds thereof, as the case may be.
5. Investment Management Investment management fees charged or
Fees incurred by any person, firm, or entity
for 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
Deposit), Option H (American Performance
Equity Fund) or Option I (American
Performance Bond Fund), under paragraph
1. of Article IX, above, shall be
charged against the Participant's
Account as the Trustee shall determine.
6. Calculation of Credits Upon the redemption or maturity or any
for Redemption nontransferable Government bonds
included 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.
7. 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.
83
<PAGE> 73
ARTICLE XI
VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
1. Vesting of Participant A Participant's contributions under
and Company Article IV and his/her rights in the
Contributions accrued benefit derived therefrom, are
nonforfeitable. The Company's 401(k)
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., 7., and 8. of this
Article XI, or upon termination of the
Plan as provided in paragraph 10. 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 6. of
Participant Accounts this Article XI, when a Participant
dies or his/her employment with the
Company is terminated by retirement or
for any other reason (except transfer of
employment to a
84
<PAGE> 74
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
3. Distribution of subsidiary of the Company participating
Participant Accounts in the Plan), the account of such
(Continued) Participant under the Plan will be
completely liquidated, and the entire
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 7. and
9. 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
85
<PAGE> 75
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
3. Distribution of to defer distribution of his/her account
Participant Accounts beyond age sixty-five (65) pursuant to
(Continued) paragraph 6. of this Article XI, below.
4. Time of Distribution Unless the Participant elects otherwise
under paragraph 6. 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. ESOP Stock Distributions Notwithstanding any other provisions of
the Plan, with respect to ONEOK Inc.
Common Stock in a Participant's Account
to which the Employee Stock Ownership
Plan provisions of the Plan are
applicable, if the Participant so
elects, the distribution of the
Participant's Account balance in the
Plan will commence not later than one
(1) year after the close of the Plan
Year (i) in which the Participant
separates from service by reason of
attainment of normal retirement age
under the Plan, disability or death, or
(ii) which is the fifth (5th) Plan Year
in which the Participant otherwise
separates from service, except that this
clause (ii) shall not apply if the
Participant is reemployed by the Company
before distribution is required to begin
under this clause (ii); and unless the
Participant elects otherwise, the
distribution of the Participant's
Account balance will be in substantially
equal periodic payments (not less
frequently than annually) over a period
not longer than the greater of five (5)
years, or in the case of a Participant
with an Account balance in excess of
Five Hundred Thousand Dollars
86
<PAGE> 76
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
5. ESOP Stock Distributions ($500,000), five (5) years plus one (1)
(Continued) additional year (but not more than five
(5) additional years) for each One
Hundred Thousand Dollars ($100,000) or
fraction thereof by which such balance
exceeds Five Hundred Thousand Dollars
($500,000), as such dollar amounts are
adjusted for cost-of-living increases
pursuant to Code Sections 409(o)(2) and
415(d).
6. Participant Election A Participant whose employment with the
to Defer Distribution Company is terminated by retirement or
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.
7. Sequence of Deferred If a Participant refuses consent to
Distribution of immediate distribution of his/her
Accounts account under paragraph 3. of this
Article XI, above, or a Participant
makes the affirmative election of
deferral of distribution provided in
paragraph 6. of this Article XI, his/her
account shall continue to be 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
87
<PAGE> 77
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
7. Sequence of Deferred a deferred distribution of a
Distribution of Participant's account shall be only in
Accounts (Continued) 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.
8. Deferred Distribution A Participant who makes the affirmative
at Age Seventy (70) election to defer the distribution of
his/her account under paragraph 6. 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).
9. Distribution of If a Participant who has refused to
Deferred Accounts at consent to immediate distribution under
Death of Participant paragraph 3. of this Article XI, above,
or who has made the affirmative election
to defer receipt of his/her account
under paragraph 6. 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.
10. Mandatory Time of Notwithstanding the foregoing, in no
Distribution event will the entire balance in the
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
88
<PAGE> 78
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
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.
11. Form of Distributions In so far as practicable, upon any
complete liquidation of a Participant's
account, upon distributions under
paragraphs 7. or 8. 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
89
<PAGE> 79
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
11. Form of Distributions provisions of Article XXII hereof shall
(Continued) be distributed as provided therein.
12. Participant's Right Notwithstanding any other provisions
to Demand Employer herein, each Participant who has his/her
Securities Participant Account invested in ONEOK
Inc. Common Stock, is participating in
the Employee Stock Ownership Plan part
of the Plan and is entitled to a
distribution from the Plan shall have a
right to demand that his/her Participant
Account and benefits under the Plan be
distributed in the form of ONEOK Inc.
Common Stock. Prior to commencement of a
distribution from a Participant's
Account to the Participant, the
Committee and the Trustee shall notify
the Participant in writing that the
Participant has the right to demand that
his/her Participant Account and benefits
be distributed in the form of ONEOK Inc.
Common Stock. Such right shall expire at
the time specified in such notice, which
shall be not less than thirty (30) days
after the delivery of such notice to the
Participant.
13. Qualified Domestic Notwithstanding any other provisions of
Relations Orders; the Plan, if a Participant's account is
Distributions ordered paid, transferred, or assigned,
in whole or in part, to an alternate
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 13., 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 Participant
could begin receiving benefits under the
Plan if the Participant separated from
service.
90
<PAGE> 80
ARTICLE XII
WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
1. Withdrawals from 401(k) Subject to the limitations of paragraph
Contribution Account 5. below, a Participant may withdraw
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 Committee 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
91
<PAGE> 81
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
1. Withdrawals from 401(k) dependents of the Participant
Contribution Account (as defined in Code Section
(Continued) 152), or necessary for these
persons to obtain medical care
described 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
92
<PAGE> 82
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
1. Withdrawals from 401(k) Participant and members of his/her
Contribution Account immediate family; the probable
(Continued) effect on the Participant of denial
of the requested withdrawal; and
such 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
of After-Tax Participant request to the Trustee in form
Deposits approved by the Committee, make
withdrawals from any unwithdrawn
amounts of his/her After-Tax
Participant Deposits
93
<PAGE> 83
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
2. Participant Withdrawals theretofore deposited with the
of After-Tax Participant Trustee, subject to the same
Deposits (Continued) conditions and requirements as to
financial hardship as are provided
under subparagraphs 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
of Matching Contributions provided herein, after August 31,
or Other Amounts 1989, a Participant shall not be
permitted or allowed to withdraw
any Company 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
Withdrawals to withdraw funds credited to
his/her 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
Withdrawals Participant of any part of his/her
Accounts under this 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
After Age Fifty-Nine Committee, a Participant who has
and One-Half (59 1/2) completed five (5) years of
participation in this Plan may be
allowed to withdraw a single sum
amount not exceeding
94
<PAGE> 84
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
6. Voluntary Withdrawal the entire balance in his/her Accounts
After Age Fifty-Nine at any time after his/her attainment of
and One-Half (59 1/2) age fifty-nine and one-half (59 1/2).
(Continued) Such a voluntary withdrawal may be made
only one (1) time by any Participant.
7. Distributions in Notwithstanding any other provisions
Certain Events hereof limiting the distribution or
withdrawal 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. Payment and
distribution of ESOP Dividends to
Participants and retired or terminated
Employees may be made to the extent
otherwise provided for in the Plan, and
as allowed and authorized by Code
Sections 4975(e) and 404(k) and Treasury
regulations pertaining to such payments
and distributions.
95
<PAGE> 85
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
8. ESOP Dividend The Committee and Trustee may have ESOP
Distributions Dividends paid and distributed to a
Participant, and to a retired or
terminated Employee in accordance with
and to the extent provided in paragraph
2. of Article X, above.
9. Participant Loan The Committee and the Trustee shall have
Program the power and duty to establish a
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 to the Plan, within the meaning
of Section 3(14) of the Employee
Retirement Income 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
96
<PAGE> 86
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
9. Participant Loan by the Committee in the office of the
Program (Continued) 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 his/her account in the
Plan by reason of any default on a plan
loan to such 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
97
<PAGE> 87
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
9. Participant Loan loan shall by its terms be required to
Program (Continued) 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 the principal
residence of the Participant. Except as
permitted by regulations, 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.
98
<PAGE> 88
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
10. No Withdrawal of Loan A Participant to whom a loan has been
Amount made pursuant to the provisions of
paragraph 9. 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.
11. No Withdrawal of When a Participant's employment with the
Deferred Account Company is terminated by retirement or
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 to defer the
distribution of his/her account under
paragraph 6. of Article XI, he/she shall
thereafter receive distribution of
his/her account only in accordance with
the provisions of paragraphs 7., 8., and
9. 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.
12. Suspension During A Participant's deposits and the
Approved Leave corresponding Company Matching
of Absence Contributions will be suspended
automatically for the period of any
Company-approved 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.
13. Effect of Termination Any termination or suspension under any
or Suspension of provision of this Plan, except
Participation suspension of deposits under paragraph
12. of this Article XII, shall have the
effect of ending the period of the
Participant's current Plan
participation. Upon or at any time after
expiration of the required period
following any termination, 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.
99
<PAGE> 89
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
14. No Forfeiture for No termination or suspension of
Suspension or participation in the Plan or failure to
Termination resume participation at any time shall
affect the Participant's right to
receive 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 13. of
this 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.
Furthermore, and notwithstanding any
other terms or provisions of this Plan,
no 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.
15. 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.
16. Valuation of For the purpose of valuing a
Securities Participant's Account in connection with
any withdrawal 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.
100
<PAGE> 90
ARTICLE XIII - BENEFICIARIES IN THE EVENT OF DEATH
PARAGRAPH
ARTICLE XIII
BENEFICIARIES IN THE EVENT OF DEATH
PARAGRAPH
1. Surviving Spouse as A Participant's nonforfeitable Accrued
Primary Beneficiary Benefit (reduced by any security
interest 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
Alternate Beneficiary waive the required distribution and
or Beneficiaries payment of his/her Account to his/her
surviving spouse in the event 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
101
<PAGE> 91
ARTICLE XIII - BENEFICIARIES IN THE EVENT OF DEATH
PARAGRAPH
2. Election and Consent to circumstances as may be prescribed by
Alternate Beneficiary Treasury Regulations; provided, that any
or Beneficiaries such consent by a spouse shall be
(Continued) effective only with respect to such
spouse.
3. Designation of A Participant who has no spouse, or who
Beneficiary or with his/her spouse's consent has
Beneficiaries elected to waive the surviving spouse
benefit as hereinabove provided, may
file 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
to Beneficiary or account shall be paid or distributed to
Beneficiaries the Participant's spouse, or beneficiary
or beneficiaries designated by him/her
as 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.
102
<PAGE> 92
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.
103
<PAGE> 93
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
104
<PAGE> 94
ARTICLE XV - ADMINISTRATION
PARAGRAPH
2. Trust and Trustee the manner in which the Company shall
(Continued) take any such action. The Committee
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
105
<PAGE> 95
ARTICLE XV - ADMINISTRATION
PARAGRAPH
2. Trust and Trustee papers to be signed by Employees or
(Continued) Participants and similar matters as the
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
Plan Committee or requires the Committee to do may be
done by a majority of the then members
of the Committee. The action of such
majority of the members expressed either
by a vote at a meeting or in writing
without a meeting, shall constitute the
action of the Committee and shall have
the same effect for all purposes as if
assented to by all of the members of the
Committee at the time in office,
provided, however, that the Committee
may, in specific instances, authorize
one (1) of its members to act for the
Committee when and if it is found
desirable and convenient to do so.
5. Costs of Plan Except as provided in paragraphs 4., 5.,
Administration and 7. of Article X hereof, the Company
shall pay all costs and expenses
incurred in administering the Plan
including without
106
<PAGE> 96
ARTICLE XV - ADMINISTRATION
PARAGRAPH
5. Costs of Plan limitation the expenses of the
Administration the fees and expenses of the Trustee,
(Continued) the fees of its counsel, and other
administrative expenses.
6. Uniform and All rules and decisions of the Committee
Nondiscriminatory shall be uniformly and consistently
Application applied to all Employees and
Participants in similar circumstances.
The Committee shall be 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
Description furnished to each Participant a written
summary of 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
107
<PAGE> 97
ARTICLE XV - ADMINISTRATION
PARAGRAPH
7. Summary Plan hearing there is still a dispute between
Description the Committee and an Employee or
(Continued) Participant as to the Committee's
decision, the Employee or Participant
may request that such 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
Relationships agency of any party for an Employee or
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
108
<PAGE> 98
ARTICLE XV - ADMINISTRATION
PARAGRAPH
10. Annual Reports previous Plan Year, at such time and in
(Continued) such form as the Committee shall
determine, 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
of Plan maintained by ONECU for its eligible
employees, 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.
109
<PAGE> 99
ARTICLE XVI
NOTICES AND OTHER COMMUNICATIONS
PARAGRAPH
1. Delivery of Notices and All notices, reports, and statements
Other Documents given, made, delivered, or transmitted
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 by communications from Participants to the
Participants Company, the Trustee, or the Committee
shall be mailed by first-class 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.
110
<PAGE> 100
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 9.
of Article XII.
3. Qualified Domestic The foregoing limitation shall not apply
Relations Orders to a 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
111
<PAGE> 101
ARTICLE XVII - NON-ASSIGNABILITY
PARAGRAPH
3. Qualified Domestic or a portion of the benefits payable
Relations Orders with respect to a Participant under this
(Continued) Plan, and relates to the provision of
child support, alimony payments, or
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.
112
<PAGE> 102
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.
113
<PAGE> 103
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.
114
<PAGE> 104
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.
115
<PAGE> 105
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
116
<PAGE> 106
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
1. Minimum Contribution of the Company, the aggregate top-heavy
(Continued) minimum benefit requirement for such
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
Contribution respect to a Non-key Employee for a 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
Determination the top-heavy ratio as of the
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
117
<PAGE> 107
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
3. Top-Heavy Status not performed services for the Company
Determination at any time during the five (5)-year
(Continued) period ending on the Determination Date,
any accrued benefit for such individual
(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.
118
<PAGE> 108
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
4. Top-Heavy Contribution If the Plan is a top-heavy plan,
Limits paragraphs 2(B) and 3(B) of Code Section
415(e) 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.
119
<PAGE> 109
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.
120
<PAGE> 110
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
121
<PAGE> 111
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
122
<PAGE> 112
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.
123
<PAGE> 113
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.
124
<PAGE> 114
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
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
and Accrual Account shall be accounted for
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
Applicable Article XXII, the Transferred
Participant 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.
125
<PAGE> 115
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
4. ONEOK Drilling Plan Subject to the provisions of paragraphs
Transferred Account 5. through 10. of this Article XXII,
Annuity Conversion below, a Participant who has a
Transferred Participant Account from a
transfer thereof to the 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 10. 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
126
<PAGE> 116
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
5. Distributions Article XXII, the "Required Beginning
(Continued) Date" shall mean the latest date for
distribution to a Participant stated in
paragraph 10. 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
127
<PAGE> 117
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
7. Time of Distribution period which does not exceed the payment
(Continued) period which had commenced. If the
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
Survivor Annuity; 31, 1984, the Committee shall direct the
Qualified Preretirement Trustee to distribute a married or
Survivor Annuity unmarried Participant's Transferred
Participant Account, otherwise payable
in annuity form, in the form of a
Qualified Joint and 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
128
<PAGE> 118
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
8. Qualified Joint and Participant and his/her spouse, and
Survivor Annuity; which is the actuarial equivalent of a
Qualified Preretirement single annuity for the life of the
Survivor Annuity Participant. On or before the Annuity
(Continued) Starting Date, the Committee, in its
sole discretion without Participant or
spousal consent, may direct the Trustee
to pay the Participant's Transferred
Participant Account in a lump sum, 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
129
<PAGE> 119
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
8. Qualified Joint and ($3,500), the Committee shall not direct
Survivor Annuity; the Trustee to distribute the Qualified
Qualified Preretirement Preretirement Survivor Annuity to the
Survivor Annuity Participant's surviving spouse prior to
(Continued) the date the Participant would have
attained age sixty-five (65) without the
written consent of the surviving spouse.
The Committee, in its sole discretion,
may direct 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
Election respect to such Participant, the Company
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
130
<PAGE> 120
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
9. Notices; Waiver Participant may revoke a waiver of the
Election (Continued) Qualified Joint and Survivor Annuity 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
131
<PAGE> 121
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
9. Notices; Waiver least a one-year period ending on or
Election (Continued) before the date of the Participant's
death, 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
132
<PAGE> 122
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
9. Notices; Waiver age thirty-five (35), and (ii) after
Election (Continued) December 31, 1984, the Participant's
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 of election
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
Applicable Rules this Article XXII, the term "Annuity
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
133
<PAGE> 123
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
10. Definitions; and Participant attains age thirty-five
Applicable Rules (35); (ii) a reasonable period after the
(Continued) individual becomes a Participant; (iii)
a reasonable period ending after 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.
134
<PAGE> 124
ARTICLE XXIII
MODIFICATION AND TERMINATION
PARAGRAPH
1. Amendment and The Company hopes and expects to
Termination of Plan continue the Plan indefinitely. However,
the 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
135
<PAGE> 125
ARTICLE XXIII - MODIFICATION AND TERMINATION
PARAGRAPH
1. Amendment and to the Plan for a Plan Year if every
Termination of Employee eligible to participate in the
Plan (Continued) Plan elected to participate in the Plan
and deposited, or elected to have
deposited, 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
Modification at the time thereof as well as future
Participants, but no modification,
termination or partial termination or
discontinuance of the Plan for 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
Case of Modification the Plan shall adversely affect the
rights of 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.
136
<PAGE> 126
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
Distributions terminate the trust under the Trust
Agreement, 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.
137
<PAGE> 127
PLAN INDEX - Continued
ONEOK Inc. ONEOK RESOURCES COMPANY
By: LARRY W. BRUMMETT By: 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: LARRY W. BRUMMETT By: 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 ONEOK GAS MARKETING COMPANY
By: LARRY W. BRUMMETT By: LARRY W. BRUMMETT
--------------------------------- ---------------------------------
Larry W. Brummett Larry W. Brummett
Chairman of the Board and Chairman of the Board and
Chief Executive Officer Chief Executive Officer
ONEOK PRODUCER SERVICES COMPANY
By: LARRY W. BRUMMETT
---------------------------------
Larry W. Brummett
Chairman of the Board and
Chief Executive Officer
138
