ONEOK INC /NEW/
8-K, 1999-04-19
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                                 April 19, 1999
                Date of Report (Date of earliest event reported)



                                  ONEOK, Inc.
             (Exact name of registrant as specified in its charter)


         Oklahoma                     1-2572                    73-1520922
(State or other jurisdiction       (Commission                 (IRS Employer
     Of incorporation)             File Number)              Identification No.)


                        100 West Fifth Street; Tulsa, OK
                    (Address of principal executive offices)


                                     74103
                                   (Zip code)


                                 (918) 588-7000
              (Registrant's telephone number, including area code)


                                 Not Applicable
         (Former name or former address, if changed since last report)


                                       1

<PAGE>   2

Items 1 - 4.      Not Applicable.

Item 5.           Other Events.

                  ONEOK, Inc. KGS Thrift Plan (Registration No. 333-41263 as
filed with the Securities and Exchange Commission on November 28, 1997) has been
merged with and into the Thrift Plan for Employees of ONEOK, Inc. and
Subsidiaries (Registration No. 333-41267 as filed with the Securities and
Exchange Commission on November 28, 1997), effective January 1, 1999.

                  A copy of the Thrift Plan for Employees of ONEOK, Inc. and
Subsidiaries As Amended and Restated January 1, 1999, is attached hereto as
exhibit 99.a and incorporated herein by reference.


Items 6.          Not Applicable

Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits.

Exhibit
No.               Description

99.a              Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries As
                  Amended and Restated  January 1, 1999.

99.b              Incorporated by Reference - Posteffective Amendment No. 1 to
                  Form S-8 Registration Statement Under the Securities Act of
                  1933 dated April 19, 1999; Registration No. 333-41263 as
                  filed with the Securities and Exchange Commission on November
                  28, 1997.

Item 8 - 9.       Not Applicable

                                       2

<PAGE>   3

                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized, on this 15th of April, 1999.


                                            ONEOK, Inc.

                                        By: /s/ JIM KNEALE
                                            ------------------------------------
                                            Jim Kneale, Vice President,
                                            Chief Financial Officer, 
                                            and Treasurer





                                       3

<PAGE>   4
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number          Description
- ------          -----------
<S>             <C>
99.a            Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries As
                Amended and Restated  January 1, 1999.

99.b            Incorporated by Reference - Posteffective Amendment No. 1 to
                Form S-8 Registration Statement Under the Securities Act of
                1933 dated April 19, 1999; Registration No. 333-41263 as
                filed with the Securities and Exchange Commission on November
                28, 1997.
</TABLE>



<PAGE>   1
                                                                   EXHIBIT 99.a

                           THRIFT PLAN FOR EMPLOYEES
                                 OF ONEOK, Inc.
                                AND SUBSIDIARIES
                    AS AMENDED AND RESTATED JANUARY 1, 1999


<TABLE>
<CAPTION>
                                                                                                              Page
   ARTICLE                                                                                                   Number
   -------                                                                                                   ------

<S>                                                                                                          <C>
       I.         DEFINITIONS ....................................................................................2

      II.         ELIGIBILITY AND PARTICIPATION..................................................................15
                   1.      Eligibility...........................................................................15
                   2.      Commencement of Participation.........................................................16
                   3.      Participation Voluntary...............................................................16
                   4.      Confirmation of Participation.........................................................16
                   5.      Duration of Participation.............................................................16
                   6.      Reentry of Participant................................................................16
                   7.      Breaks in Service.....................................................................16
                   8.      Maternity and Paternity Absences......................................................17
                   9.      Eligibility in Case of Merger,
                              Consolidation, or Acquisition......................................................18
                  10.      Participant Military Service..........................................................18

     III.         CONTRIBUTIONS FOR PARTICIPANT
                    401(k) SALARY REDUCTIONS.....................................................................19

                   1.      Company 401(k) Contributions..........................................................19
                   2.      Cash or Deferral Election.............................................................19
                   3.      ESOP Dividend Distribution/Additional
                              Deferral Contribution..............................................................22
                   4.      Time of Contribution..................................................................22

      IV.         AFTER-TAX PARTICIPANT CONTRIBUTIONS............................................................23

                   1.      Percentage of After-Tax Deposits......................................................23
                   2.      Change of Percentage of After-Tax
                              Deposits...........................................................................24
                   3.      Deposit by Payroll Deduction..........................................................24
                   4.      Transfer to Trust.....................................................................24

       V.         ROLLOVERS, TRANSFERRED ACCOUNTS................................................................25

                   1.      Rollover from Other Plans of The Company..............................................25
                   2.      Trust to Trust Transfers from
                              Other Plans of The Company.........................................................25
                   3.      Direct Rollovers From Qualified
                              Plans of Other Employers...........................................................26
                   4.      Direct Rollovers to IRAs and Qualified
                              Plans; Withholding of Tax..........................................................27
</TABLE>


                                       i

<PAGE>   2

<TABLE>
<CAPTION>
                                                                                                              Page
   ARTICLE                                                                                                   Number
   -------                                                                                                   ------

<S>                                                                                                          <C>
      VI.         SUSPENSION OF SALARY REDUCTIONS, DEPOSITS......................................................28

                   1.      Suspension of Reduction in Compensation or
                              After-Tax Deposits by Participant for
                              Deficiency in Compensation.........................................................28
                   2.      Reinstatement of Voluntary Suspended Reduction
                             in Compensation or After-Tax Deposits...............................................28

     VII.         COMPANY MATCHING CONTRIBUTIONS.................................................................29

                   1.      Company Matching Contributions........................................................29
                   2.      Participant's Matching Contribution Account...........................................30
                   3.      Re-entry of Participant...............................................................30

    VIII.         LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS..............................................31

                   1.      General...............................................................................31
                   2.      Elective Deferral Limitations.........................................................31
                   3.      Actual Deferral Percentage Limitations................................................31
                   4.      Limitations on Company Matching Contributions.........................................31
                   5.      Separate Application of Limitations...................................................32
                   6.      Multiple Use of Alternative Limitation................................................32
                   7.      Maximum Annual Additions..............................................................32
                   8.      No Return or Diversion of Contributions Except
                              for Mistake........................................................................34
                   9.      Distribution of Excess Deferrals......................................................35
                  10.      Excess 401(k) Contributions...........................................................35
                  11.      Excess Aggregate Contributions........................................................38
                  12.      Qualified Nonelective and Matching Contributions......................................40
                  13.      Plan Not Dependent Upon Earnings; Company
                              Contributions Limited to Earnings..................................................41
                  14.      Maximum Contribution..................................................................42

       IX.        INVESTMENT PROVISIONS..........................................................................43

                   1.      Participant Directed Investment.......................................................43
                   2.      Time of Action by Trustee on Investments..............................................47
                   3.      Participant Rights as to Options, Rights,
                              and Warrants.......................................................................47
                   4.      Redemption of Nontransferable Securities..............................................48
                   5.      Manner of Holding Cash and Securities.................................................48
                   6.      Voting of Shares......................................................................48
                   7.      Tender Offers.........................................................................49
                   8.      Section 16 Person Limitations;
                              Discretionary Transactions.........................................................51
                   9.      Employee Stock Ownership Plan (ESOP)..................................................52
                  10.      No Guarantee or Indemnity.............................................................55
</TABLE>


                                       ii

<PAGE>   3

<TABLE>
<CAPTION>
                                                                                                              Page
   ARTICLE                                                                                                   Number
   -------                                                                                                   ------

<S>                                                                                                         <C>
       X.         CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT.................................................56

                   1.      General Charges and Credits...........................................................56
                   2.      ESOP Dividend Distributions...........................................................56
                   3.      Calculation of Charges and Credits
                             to Participant Accounts.............................................................58
                   4.      Commissions, Taxes, and Charges on
                              Security Purchases and Sales.......................................................58
                   5.      Investment Management Fees............................................................59
                   6.      Calculation of Credits for Redemption.................................................59
                   7.      Taxes.................................................................................59

       XI.        VESTING AND LIQUIDATION OF ACCOUNTS............................................................60

                   1.      Vesting of Participant and Company Contributions......................................60
                   2.      Withdrawals...........................................................................60
                   3.      Distribution of Participant Accounts..................................................60
                   4.      Time of Distribution..................................................................61
                   5.      ESOP Stock Distributions..............................................................61
                   6.      Participant Election to Defer Distribution............................................62
                   7.      Sequence of Deferred Distribution of Accounts.........................................62
                   8.      Deferred Distribution at Age 70 1/2...................................................63
                   9.      Distribution of Deferred Accounts at Death
                              of Participant.....................................................................63
                  10.      Mandatory Time of Distribution........................................................64
                  11.      Form of Distributions.................................................................64
                  12.      Participant's Right to Demand Employer Securities.....................................65
                  13.      Qualified Domestic Relations Orders: Distributions....................................65

     XII.         WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS.........................................................66

                   1.      Withdrawals from 401(k) Contribution Account..........................................66
                   2.      Participant Withdrawals of After-Tax
                              Deposits...........................................................................68
                   3.      Withdrawal Penalty....................................................................69
                   4.      Participant Withdrawals of Matching
                             Contributions or Other Amounts......................................................69
                   5.      Sequence of Permitted Withdrawals.....................................................69
                   6.      Voluntary Withdrawal After Age 591/2..................................................69
                   7.      Distributions in Certain Events.......................................................70
                   8.      ESOP Dividend Distributions...........................................................70
                   9.      No Withdrawal of Deferred Account.....................................................70
                  10.      Limited Withdrawal Rights;
                             Pre-1999 KGS 401(k) Thrift Plan Account.............................................71
                  11.      Suspension During Approved Leave of Absence...........................................73
                  12.      Effect of Termination or
                              Suspension of Participation .......................................................73
                  13.      No Forfeiture for Suspension or Termination...........................................73
                  14.      Termination of Plan...................................................................74
                  15.      Valuation of Securities...............................................................74
                  16.      Participant Loan Program..............................................................74
                  17.      No Withdrawal of Loan Amount..........................................................76
</TABLE>


                                      iii
<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                              Page
   ARTICLE                                                                                                   Number
   -------                                                                                                   ------

<S>                                                                                                         <C>
    XIII.         BENEFICIARIES IN THE EVENT OF DEATH............................................................77

                   1.      Surviving Spouse as Primary Beneficiary...............................................77
                   2.      Election and Consent to Alternate
                             Beneficiary or Beneficiaries........................................................77
                   3.      Designation of Beneficiary or Beneficiaries...........................................77
                   4.      Payment and Distribution to Beneficiary
                              or Beneficiaries...................................................................78

     XIV.         SUBSIDIARIES...................................................................................79

      XV.         ADMINISTRATION.................................................................................80

                   1.      Thrift Plan Committee.................................................................80
                   2.      Trust and Trustee.....................................................................80
                   3.      Plan Fiduciaries......................................................................81
                   4.      Action by Thrift Plan Committee.......................................................81
                   5.      Costs of Plan Administration..........................................................82
                   6.      Uniform and Nondiscriminatory Application.............................................82
                   7.      Summary Plan Description..............................................................82
                   8.      Recognition of Agency Relationships...................................................83
                   9.      Valuation of Trust Assets.............................................................83
                  10.      Audit.................................................................................83
                  11.      Annual Reports........................................................................83
                  12.      ONECU Maintenance of Plan.............................................................83

     XVI.         NOTICES AND OTHER COMMUNICATIONS...............................................................85

                   1.      Delivery of Notices and Other Documents...............................................85
                   2.      Delivery of Communications by Participants............................................85

    XVII.         NON-ASSIGNABILITY..............................................................................86

                   1.      General...............................................................................86
                   2.      Loans.................................................................................86
                   3.      Qualified Domestic Relations Orders...................................................86

   XVIII.         TERMS OF EMPLOYMENT UNAFFECTED.................................................................87

     XIX.         CONSTRUCTION OF PLAN...........................................................................88

      XX.         EFFECTIVE DATE.................................................................................89

     XXI.         TOP-HEAVY RULES................................................................................90

                   1.      Minimum Contribution..................................................................90
                   2.      Rate of Minimum Contribution..........................................................90
                   3.      Top-Heavy Status Determination........................................................91
                   4.      Top-Heavy Contribution Limits.........................................................92
                   5.      Vesting...............................................................................92
                   6.      Definitions...........................................................................93
</TABLE>



                                       iv

<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                              Page
   ARTICLE                                                                                                   Number
   -------                                                                                                   ------

<S>                                                                                                          <C>
    XXII.         TRANSFERRED PLAN ACCOUNTS......................................................................96

                   1.      General...............................................................................96
                   2.      Separate Accounting and Accrual.......................................................96
                   3.      Other Plan Provisions Applicable......................................................96
                   4.      ONEOK Drilling Plan Transferred
                              Account Annuity Conversion.........................................................96
                   5.      Distributions.........................................................................97
                   6.      Consent of Distribution...............................................................97
                   7.      Time of Distribution..................................................................98
                   8.      Qualified Joint and Survivor Annuity;
                              Qualified Preretirement Survivor Annuity...........................................98
                   9.      Notices; Waiver Election.............................................................100
                  10.      Definitions; and Applicable Rules....................................................101

   XXIII.         MODIFICATION AND TERMINATION..................................................................103

                   1.      Amendment and Termination of Plan....................................................103
                   2.      Limit to Effect of Modification......................................................103
                   3.      Participant Rights in Case of Modification...........................................104
                   4.      Nonforfeitability....................................................................104
                   5.      Termination Distributions............................................................104
</TABLE>



                                       v

<PAGE>   6

                           THRIFT PLAN FOR EMPLOYEES
                                 OF ONEOK, Inc.
                                AND SUBSIDIARIES
                    AS AMENDED AND RESTATED JANUARY 1, 1999


                             INTRODUCTORY STATEMENT

     This Plan is an amendment, restatement, and continuation of the Thrift
Plan for Employees of ONEOK, Inc. and Subsidiaries. This Plan is a successor
plan to merger of this Plan with the ONEOK, Inc. KGS 401(k) Thrift Plan. 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.


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<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

     1.       401(k) CONTRIBUTION      The amount contributed by the Company in
              accordance with paragraphs 1., 2., and 3. of Article III.

     2.       401(k) CONTRIBUTION ACCOUNT      The account of a Participant
              established and maintained for 401(k) Contributions of the
              Company made for such Participant in accordance with paragraph 2.
              of Article III.

     3.       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.

     4.       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)).

     5.       AFTER-TAX DEPOSITS      The deposits and contributions of
              Participants made to this Plan pursuant to paragraph 1. of
              Article IV.

     6.       BARGAINING UNIT EMPLOYEE      Any Employee who is represented by
              a collective bargaining unit which includes Group A Bargaining
              Unit Employees and Group B Bargaining Unit Employees; with "Group
              A


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<PAGE>   8

ARTICLE I - DEFINITIONS

 PARAGRAPH

     6.       BARGAINING UNIT EMPLOYEE (CONTINUED)

              Bargaining Unit Employees", meaning any Employee who is
              represented by Locals 12329, 12561, 13417, 14224, 14228, and
              15162 of the United Steel Workers of America, Local 781 of the
              Gas Workers, Metal Trades Union for the Cities of Monett and
              Kansas City, Missouri, and Beloit, Kansas and Local 126 of the
              International Union of Operating Engineers; and "Group B
              Bargaining Unit Employees", meaning any Employee who is
              represented by Local 304 and Local 1523 of the International
              Brotherhood of Electrical Workers.

     7.       BARGAINING UNIT PARTICIPANT   Any Participant who is a Bargaining
              Unit Employee.

     8.       BOARD OR BOARD OF DIRECTORS    The Board of Directors of the
              Company.

     9.       CODE      The Internal Revenue Code of 1986, as amended.

     10.      COMMITTEE      The Thrift Plan Committee created by paragraph 1.
              of Article XV hereof.

     11.      COMPANY   ONEOK, Inc., an Oklahoma corporation, and its
              wholly-owned subsidiaries.

     12.      COMPANY MATCHING CONTRIBUTIONS     The matching contribution made
              by the Company pursuant to Article VII of the Plan with respect
              to the Reductions in Compensation and After-Tax Deposits of the
              Participant.

     13.      COMPENSATION 
              (a) Non-Bargaining Unit Participants. The total annual base
              salary plus any lump sum merit pay and promotion awards,
              gainshare awards, cash incentive compensation, commissions,
              overtime pay, and shift differentials paid to a Participant by
              the Company, but excluding amounts deferred contributed by the
              Company or deferred by the Participant under a plan of deferred
              compensation to the extent that such contributions or deferrals
              are not includible in gross income of the Participant for the
              taxable year in which contributed or deferred. Provided, that any
              reduction in salary elected and deferred by the Participant under
              the cash or deferred arrangement of Article III of the Plan or
              under Code Sections 125 and 402(e)(8) pursuant to the employee
              benefit plans of the Company shall be included in determining
              compensation hereunder. For purposes of this


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<PAGE>   9
ARTICLE I - DEFINITIONS

 PARAGRAPH

              definition incentive compensation shall be treated as paid to a
              Participant at the time of actual payment. Provided, further,
              that

     13.      COMPENSATION (CONTINUED)

              the annual compensation of each Participant taken into account
              under this Plan for any year shall not exceed two hundred
              thousand dollars ($200,000) in the years beginning after December
              31, 1988, and before January 1, 1994, (such two hundred thousand
              dollars ($200,000) amount to be adjusted to reflect increases in
              the cost-of-living in accordance with Code Sections 401(a)(17)
              and 415(d)). In addition to other applicable limitations set
              forth in the Plan, and notwithstanding any other provision of the
              Plan to the contrary, for Plan Years beginning on or after
              January 1, 1994, the annual compensation of each Employee taken
              into account under the Plan shall not exceed the OBRA '93 annual
              compensation limit. The OBRA '93 annual compensation limit is
              $150,000, as adjusted by the Commissioner of the Internal Revenue
              Service for increases in the cost-of-living in accordance with
              Code Section 401(a)(17)(B). The cost-of-living adjustment in
              effect for a calendar year applies to any period, not exceeding
              12 months, over which compensation is determined (determination
              period) beginning in such calendar year. If a determination
              period consists of fewer than 12 months, the OBRA '93 annual
              compensation limit will be multiplied by a fraction, the
              numerator of which is the number of months in the determination
              period, and the denominator of which is 12. For Plan Years
              beginning on or after January 1, 1994, any reference in this Plan
              to the limitation under Section 401(a)(17) of the Code shall mean
              the OBRA '93 annual compensation limit set forth in this
              provision. If compensation for any prior determination period is
              taken into account in determining an Employee's benefits accruing
              in the current Plan Year, the compensation for that prior
              determination period is subject to the OBRA '93 annual
              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



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<PAGE>   10
ARTICLE I - DEFINITIONS

 PARAGRAPH

              descendants of the Participant who have not attained age 19
              before the close of the year.

     13.      COMPENSATION (CONTINUED)

              (b) Bargaining Unit Participants. For Bargaining Unit
              Participants the term "Compensation" for purposes of this Plan
              shall include "Adjusted Total Compensation" and "Annual
              Compensation", defined as follows:

              (1) "Adjusted Total Compensation" shall mean an active Bargaining
              Unit Participant's Annual Compensation unreduced by overtime,
              bonuses, and commissions;

              (2) "Annual Compensation" shall mean the base salary or wage paid
              to an active Bargaining Unit Participant during a calendar year
              by the Company, exclusive of overtime, bonuses, commissions, the
              value of group life insurance in excess of $50,000, reimbursement
              for moving expenses or tuition, or any other payments made by the
              Company on behalf of an Employee under any other deferred
              compensation or welfare plan. Annual Compensation shall be such
              amount prior to any payroll reduction for a Participant Reduction
              in Compensation or amounts excludible from the Employee's gross
              income under Code Section 125.

              The Annual Compensation and Adjusted Total Compensation of each
              active Bargaining Unit Participant taken into account for
              determining all benefits provided under the Plan for any Plan
              Year beginning on or after January 1, 1997, shall not exceed
              $160,000 as adjusted 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
              determination period beginning in such calendar year.

              In determining the compensation of any Employee for purposes of
              this limitation, the rules of Section 414(q)(6) of the Code shall
              apply, except in applying such rules, the term "family" shall
              include only the spouse of the Employee and any lineal
              descendants of the Employee who have not attained age 19 before
              the close of the year. If, as a result of the application of such
              rules, the adjusted $160,000 limitation is exceeded, then the
              limitation shall be prorated among the affected individuals in
              proportion to each such individual's



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<PAGE>   11

ARTICLE I - DEFINITIONS

 PARAGRAPH

              compensation as determined under this Section before application
              of this limitation.

     13.      COMPENSATION (CONTINUED)

              If a determination period consists of fewer than 8 months the
              Annual Compensation and Adjusted Total Compensation limit is an
              amount equal to the otherwise applicable Annual Compensation and
              Adjusted Total Compensation limit multiplied by a fraction, the
              numerator of which is the number of months in the short
              determination period, and the denominator of which is 12.

     14.      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 AfterTax Deposits, as provided in paragraph 2. of Article
              III, and paragraph 2. of Article IV, below.

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

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

     17.      ESOP DIVIDEND/401(K)DEFERRABLE AMOUNT   The maximum amount which
              may be deferred 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.

     18.      ESOP DIVIDEND DISTRIBUTION/ADDITIONAL DEFERRAL     An elective
              deferral of Compensation made by a Participant with respect to an
              ESOP Dividend Distribution paid and distributed to such
              Participant, as provided in paragraph 3. of Article III.


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<PAGE>   12
ARTICLE I - DEFINITIONS

 PARAGRAPH

     19.      ESOP DIVIDEND DISTRIBUTION/ADDITIONAL DEFERRAL CONTRIBUTION
              The amount contributed by the Company to the Trust of the Plan
              with respect to the ESOP Dividend Distribution/Additional
              Deferral made and elected by a Participant under paragraph 3. of
              Article III.

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

     21.      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.

     22.      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(e)(3) (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)).

     23.      EMPLOYEE   Any person employed by the Company, including officers
              and others engaged in the management of the business, provided
              such person is in active service of the Company; but not
              including Directors who are not officers of the Company, and not
              including Independent Contractors and Leased Employees.

     24.      EMPLOYEE CONTRIBUTION ACCOUNT     An amount to be separately
              accounted for 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(d) 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.

     25.      EMPLOYEE STOCK OWNERSHIP PLAN      That portion of the Plan under
              which Employee Stock Ownership Plan (ESOP) Participant Accounts
              are invested in ONEOK, Inc. Common Stock pursuant to paragraph
              1., Article IX, and held and administered in accordance with the
              provisions of paragraph 9. of Article IX, and other pertinent
              provisions of the Plan.



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ARTICLE I - DEFINITIONS

 PARAGRAPH

     26.      EMPLOYER CONTRIBUTION ACCOUNT      An amount to be separately
              accounted for 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.

     27.      EXCESS AGGREGATE CONTRIBUTIONS     With respect to any Plan Year,
              the excess of (i) the aggregate Contribution Percentage Amounts
              taken into account in computing the numerator of the Contribution
              Percentage actually made on behalf of Highly Compensated
              Employees for such Plan Year, over (ii) the maximum Contribution
              Percentage Amounts permitted by the Actual Contribution
              Percentage test (determined by reducing contributions made on
              behalf of Highly Compensated Employees in order of their
              Contribution Percentages beginning with the highest of such
              percentages). Such determination shall be made after first
              determining Excess Elective Deferrals and then determining Excess
              Contributions.

     28.      EXCESS CONTRIBUTIONS     The excess with respect to any Plan Year
              of (i) the aggregate amount of Company contributions actually
              paid over to the Trust of the Plan on behalf of Highly
              Compensated Employees and taken into account in computing the
              Actual Deferral Percentage for such Highly Compensated Employees
              for such Plan Year over (ii) the maximum amount of such
              contributions permitted under Code Section 401(k) discrimination
              limitations under Code Section 401(k)(3)(A)(ii) (determined by
              reducing contributions made on behalf of Highly Compensated
              Employees in order of the Actual Deferral Percentages beginning
              with the highest of such percentages).

     29.      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).

     30.      HIGHLY COMPENSATED EMPLOYEE     Any Employee eligible to
              participate in this Plan who at any time during the year or the
              preceding year (i) was at any time a five-percent (5%) owner, or
              (ii) received compensation from the Company in excess of eighty
              thousand dollars ($80,000) (as adjusted by the Secretary of
              Treasury for increases in cost-of-living), and if the Company
              elects the application of this clause for such preceding year,
              was in the top-paid group of Employees for such preceding year.
              An Employee shall be treated as a five-percent (5%) owner for any
              year if at any time during such year

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<PAGE>   14

ARTICLE I - DEFINITIONS

 PARAGRAPH

              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

     30.      HIGHLY COMPENSATED EMPLOYEE (CONTINUED)

              group of Employees for any year if such Employee is in the group
              consisting of the group consisting of the top twenty percent
              (20%) of the Employees when ranked on the basis of compensation
              paid during such year.

              If any individual is a member of the family of a five-percent
              (5%) owner, 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. 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, 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).

              For purposes of determining the number of Employees in the
              top-paid group, there shall be excluded (i) Employees who have
              not completed six (6) months of service, (ii) Employees who
              normally work less than 17 1/2 hours per week, (iii) Employees
              who normally work during not more than six (6) months during any
              year, (iv) Employees who have not attained age 21, and (v) except
              to the extent provided in Treasury regulations, Employees who are
              included in a unit of Employees covered by an agreement which the
              Secretary of Labor friends to be a collective bargaining
              agreement between employee representatives and the Company.

     31.      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


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<PAGE>   15
ARTICLE I - DEFINITIONS

 PARAGRAPH

              performed and not when paid. The determination of the Hours of
              Service for reasons other than the performance of duties shall be
              made in accordance with Section 2530.200b-2(b) of the Department
              of Labor regulations. The determination of the computation to
              which the

     31.      HOURS OF SERVICE (CONTINUED)

              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.

     32.      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.

     33.      KGS 401(K) THRIFT PLAN        The ONEOK, Inc. KGS 401(k) Thrift
              Plan, heretofore sponsored by the Company, which became effective
              on the effective date of the strategic alliance between ONEOK,
              Inc., a Delaware corporation and Western Resources, Inc. and the
              merger of said ONEOK, Inc. with and into WAI, INC., an Oklahoma
              corporation.

     34.      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


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<PAGE>   16

ARTICLE I - DEFINITIONS

 PARAGRAPH

              benefits, if any, under the Plan), and such services are of a
              type historically performed in the business field of the Company
              by employees.

     35.      MATCHING CONTRIBUTION PERCENTAGE   The average of the ratios
              (calculated 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.

     36.      MATCHING CONTRIBUTIONS   The matching contribution made by the
              Company pursuant to Article VII of the Plan with respect to the
              Reductions in Compensation and After-Tax Deposits of the
              Participant.

     37.      NON-BARGAINING UNIT EMPLOYEE  Any Employee who is not represented
              by a collective bargaining unit, and is not a Bargaining Unit
              Employee.

     38.      NON-BARGAINING UNIT PARTICIPANT    Any Participant who is a
              Non-Bargaining Unit Employee.

     39.      ONECU ONEOK    Employees Federal Credit Union, a credit union
              organized and chartered under federal law, which has adopted and
              maintains this Plan for the exclusive benefit of its eligible
              employees and their beneficiaries.

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

     41.      PARTICIPANT    An Employee who has satisfied the eligibility
              requirements of the Plan and has elected to participate in the
              Plan.

     42.      PARTICIPANT ACCOUNT      All cash and other assets held by the
              Trustee under the Plan in the accounts maintained under the Trust
              for the particular Participant.


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<PAGE>   17

ARTICLE I - DEFINITIONS

 PARAGRAPH

     43.      PLAN      This Thrift Plan for Employees of ONEOK, Inc. and
              Subsidiaries as amended and restated January 1, 1999.

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

     45.      PRE-1987 EMPLOYEE CONTRIBUTION ACCOUNT     That part of a
              Participant's Employee Contribution Account which existed and the
              balance of which remained unwithdrawn on December 31, 1986.

     46.      PRE-1999 KGS 401(K) THRIFT PLAN ACCOUNT      That part of a
              Participant's (or former Employee's) Transferred KGS 401(k)
              Thrift Plan Account which existed, and of which the balance
              remained unwithdrawn under the KGS 401(k) Thrift Plan on December
              31, 1998.

     47.      PRE-1999 ONEOK THRIFT PLAN ACCOUNT      That part of a
              Participant's (or former Employee's) Account which existed, and
              of which the balance remained unwithdrawn under the Prior ONEOK,
              Inc. Thrift Plan on December 31, 1998.

     48.      PRIOR ONEOK, INC. THRIFT PLAN      This Thrift Plan for Employees
              of ONEOK, Inc. and Subsidiaries as in effect immediately prior to
              the merger thereof with the KGS 401(k) Thrift Plan, and amendment
              and restatement thereof effective on and after January 1, 1999.

     49.      QUALIFIED MATCHING CONTRIBUTIONS   Matching Contributions which
              are subject to the distribution and nonforfeitability
              requirements under Code Section 401(k) when made.

     50.      QUALIFIED NON-ELECTIVE CONTRIBUTIONS    Contributions (other than
              Matching Contributions or Qualified Matching Contributions) made
              by the Company and allocated to Participants' accounts that
              Participants may not elect to receive in cash until distributed
              from the Plan, that are nonforfeitable when made; and that are
              distributable only in accordance with the distribution provisions
              that are applicable to Elective Deferrals and Qualified Matching
              Contributions.

     51.      QUALIFYING EMPLOYER STOCK     The Common Stock of ONEOK, Inc.
              which is security readily tradable on an established securities
              market, within the meaning of Code Section 409 (l).

     52.      REDUCTION IN COMPENSATION     The reduction in Compensation
              payable to the Employee by the Company which is elected
              voluntarily by the Employee under paragraph 1. of Article III,
              but not including any



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<PAGE>   18

ARTICLE I - DEFINITIONS

 PARAGRAPH

              deemed elected additional deferral for Non-Bargaining Unit
              Participants made under paragraph 3. of Article III.

     53.      RETAINED PARTICIPANT ACCOUNT    The account of a Participant
              in this 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.

     54.      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.

     55.      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.

     56.      SEPARATE SECTION 72(d) EMPLOYEE CONTRIBUTION ACCOUNT    An amount
              to be separately accounted for and maintained for each
              Participant to 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).

     57.      TRANSFERRED 401(k) ACCOUNT    The account of a Participant in
              this 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.

     58.      TRANSFERRED KGS 401(k) THRIFT PLAN ACCOUNT    The account of a
              Participant in this Plan, or of a former Participant transferred
              to and made a part of the Trust of this Plan incident to the
              merger of such Trust with the Trust of the KGS 401(k) Thrift
              Plan.

     59.      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.


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<PAGE>   19
ARTICLE I - DEFINITIONS

 PARAGRAPH

     60.      TRUSTEE The Trustee under the Plan hereinafter named in
              paragraph 2. of Article XV or any successor to said Trustee.

     61.      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

     61.      YEAR OF SERVICE (CONTINUED)

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


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<PAGE>   20
                                   ARTICLE II

                         ELIGIBILITY AND PARTICIPATION

 PARAGRAPH

  1.          ELIGIBILITY     Except as hereinafter otherwise provided,
              participation in the Plan shall be open to any Employee upon and
              after his/her commencement of employment with the Company;
              provided, that Company Matching Contributions shall be made only
              upon completion of one (1) Year of Service as provided in Article
              VII of the Plan. An Employee in active employment at the
              effective date of any amendment of the Plan who would have been
              eligible to participate at an earlier date under the previous
              Plan provisions governing eligibility and time of service, shall
              become eligible at such earlier date. Any Employee who prior to
              January 1, 1999 was eligible to participate in, or who was a
              participant in the Prior ONEOK, Inc. Thrift Plan, or the KGS
              401(k) Thrift Plan shall be eligible to participate in this Plan
              on and after January 1, 1999. 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 PARTICIPATION     An Employee who is eligible on
              or before the Consolidated Plan Effective Date of the Plan may
              commence his/her initial Participation therein as of that date.
              Any Employee who prior to January 1, 1999 was eligible to
              participate in, or who was a participant in the Prior ONEOK, Inc.
              Thrift Plan or the KGS 401(k) Thrift Plan shall be eligible to
              participate in this Plan on and after January 1, 1999. 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 

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<PAGE>   21


ARTICLE II - ELIGIBILITY AND PARTICIPATION

 PARAGRAPH

              the date he/she becomes eligible may commence to participate in
              the Plan until the first day of the calendar month following
              his/her

  2.          COMMENCEMENT OF PARTICIPATION  (CONTINUED)

              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 PARTICIPATION     Each Employee at the time of
              becoming a Participant in the Plan shall be given a copy of the
              Plan as effective at that time, and 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 the Plan, and the Committee may
              require the consent of the spouse of the Participant if the
              Participant is married and the primary beneficiary designated is
              not the spouse of the Participant.

  5.          DURATION OF PARTICIPATION      After an Employee has satisfied the
              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.


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<PAGE>   22

ARTICLE II - ELIGIBILITY AND PARTICIPATION

 PARAGRAPH

  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

  7.          BREAKS IN SERVICE  (CONTINUED)

              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 account in applying
              such provisions to a subsequent period of Breaks in Service.

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


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<PAGE>   23

ARTICLE II - ELIGIBILITY AND PARTICIPATION

 PARAGRAPH

              The hours described in this paragraph 8. shall be treated as
              Hours of Service only in the year in which the absence from work
              begins, if an Employee would be prevented from incurring a One
              (1)-year Break in Service in such year solely because the period
              of absence is treated as Hours of Service as hereinabove
              provided; or in any case, in the

  8.          MATERNITY AND PATERNITY ABSENCES (CONTINUED)

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

              Where in connection with a merger, consolidation, or acquisition
              of assets, property or stock by the Company from or of another
              corporation or entity, individuals who were employees of such
              other corporation or entity become Employees of the Company, the
              Board of Directors, or the Committee at the Board of Directors'
              direction, 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 service for eligibility or
              similar determinations in any particular instance of the
              acquisition of stock or assets by the Company pursuant to the
              foregoing provisions of this paragraph 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.

10.           PARTICIPANT MILITARY SERVICE   Notwithstanding any provisions of
              the Plan to the contrary, contributions, benefits and service
              credit with respect to qualified military service will be
              provided in accordance with Code Section 414(u).


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<PAGE>   24

                                  ARTICLE III

             CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS


 PARAGRAPH

  1.          COMPANY 401(k) CONTRIBUTIONS     The Company shall contribute to
              the 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 elected by each Participant, 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.
              Such contributions shall be the Company's 401(k) Contribution for
              the Participant.

  2.          CASH OR DEFERRAL ELECTION

              a.    Non-Bargaining Unit Participants

              (1)   Each Employee who is a Non-Bargaining Unit Participant 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 the limitation on
                    excludible elective deferrals for his/her taxable year,
                    provided in Code Section 402(g), subject to applicable
                    cost-of-living adjustment thereunder, or as provided in any
                    successor provision of the federal tax law. 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
                    Non-Bargaining Unit 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
                    Non-Bargaining Unit Participants then in effect until such
                    limitations are not exceeded. In case the amount and
                    percentage of a Non-Bargaining Unit Participant's elected
                    Reduction in Compensation 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., or 7. of Article VIII.


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<PAGE>   25

ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS

 PARAGRAPH

  2.          CASH OR DEFERRAL ELECTION  (CONTINUED)

              (2)   Notwithstanding any other terms or provisions of the Plan,
                    the total contributions which a Non-Bargaining Unit
                    Participant may make by Reduction in Compensation and
                    After-Tax Deposits shall not exceed eighteen percent (18%)
                    of his/her Compensation.

              (3)   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 such Participant by the Committee and by
                    making such election by telephone voice response system or
                    internet in accordance with such rules and regulations as
                    it may prescribe.

              (4)   Participant elections of Reduction in Compensation shall
                    specify the whole percentage of such Participant's
                    Compensation which such Participant elects not to receive
                    in cash and to defer as his/her Reduction in Compensation.
                    Elections by Non-Bargaining Unit Participants shall be
                    stated in full percentiles of the Participant's
                    Compensation.

              (5)   A Non-Bargaining Unit Participant's election of a Reduction
                    in Compensation in the Plan after the January 1, 1999
                    effective date of the Plan, as merged with the KGS 401(k)
                    Thrift Plan, as the case may be, shall be effective as of
                    the dates of commencement of participation specified in
                    paragraph 2. of Article II; provided, that any
                    Non-Bargaining Unit 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.

              (6)   The Reduction in Compensation elected by a Non-Bargaining
                    Unit Participant shall remain in effect until changed by
                    such Participant's delivery of a change of election in the
                    manner provided herein. A Non-Bargaining Unit Participant
                    may change his/her Reduction in Compensation only on a
                    Designated Date. A Non-Bargaining Unit 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 such 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, voice
                    response or internet direction may be delivered or
                    transmitted by a Non-Bargaining Unit Participants at any
                    time, but shall be effective only as of the Designation
                    Date 
                         
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<PAGE>   26



ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS

 PARAGRAPH

                    next following the date of the filing of such change of
                    election with the Committee.

              b.    Bargaining Unit Participants

              (1)   For each Payroll Period each Employee who is a Bargaining
                    Unit Participant in this Plan may elect a Reduction in
                    Compensation in an amount from one percent (1%) to fourteen
                    percent (14%) of such Bargaining Unit Participant's
                    Adjusted Total Compensation paid during the Payroll Period,
                    in one percent (1%) increments to be made by payroll
                    deduction, provided that such Bargaining Unit Participant
                    is an active Participant in the Plan during a portion of
                    such Payroll Period, and such Reduction in Compensation
                    shall become the Company's 401(k) Contribution for such
                    Participant; provided, further that a Bargaining Unit
                    Participant's Reduction in Compensation shall not exceed
                    the limitation on excludible elective deferrals for such
                    Participant's taxable year, provided in Code Section
                    402(g), subject to applicable cost-of-living adjustment
                    thereunder, or as provided in any successor provision of
                    federal tax law.

              (2)   Notwithstanding the foregoing, on or about the end of each
                    calendar quarter in a Plan Year, a Bargaining Unit
                    Participant will be allowed to contribute in a lump sum
                    amount the additional cash necessary to meet his/her
                    maximum contribution percentage. Such pre-tax catch-up
                    contributions will be made through payroll deduction and
                    must be greater than $25.00. In a Plan Year a Bargaining
                    Unit participant will be allowed to make such catch-up
                    contribution for previous quarters in the Plan Year. This
                    catch-up contribution shall be considered in determining
                    the Company's Matching Contribution for such Bargaining
                    Unit Participant to the extent provided in Article VII of
                    the Plan.

              (3)   The Reduction in Compensation elected by a Bargaining Unit
                    Participant shall remain in effect until changed by such
                    Participant's delivery of a change of election in the
                    manner provided herein. A Bargaining Unit Participant may
                    change his/her Reduction in Compensation only on a
                    Designated Date. A Bargaining Unit 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 such 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, voice
                    response or internet direction may be delivered or
                    transmitted by a Bargaining Unit Participants at any time,
                    but 


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<PAGE>   27

ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS

 PARAGRAPH

                    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 DISTRIBUTION/ADDITIONAL DEFERRAL CONTRIBUTION

              a.    Each Participant in the Plan, unless such Participant 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 such Participant's regularly elected Reduction in
                    Compensation under paragraph 2.of this Article III, will
                    not cause such 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 401(k) and 415
                    as provided in paragraphs 2., 3., and 7. of Article VIII.
                    The fourteen percent (14%) of Compensation limitation on a
                    Non-Bargaining Unit Participant's or a Bargaining Unit
                    Participant's Reduction in Compensation stated in paragraph
                    2.a. or 2.b. of this Article III, above, respectively,
                    shall not apply to such 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 such 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 the time permitted by the Code and the
              Employee Retirement Income Security Act of 1974, as amended.


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<PAGE>   28

                                   ARTICLE IV

                      AFTER-TAX PARTICIPANT CONTRIBUTIONS

 PARAGRAPH

  1.          PERCENTAGE OF AFTER-TAX DEPOSITS

              a.  Non-Bargaining Unit Participants

                    (1)    A Non-Bargaining Unit Participant may make After-Tax
                           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
                           Non-Bargaining Unit 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 Non-Bargaining
                           Unit Participant's After-Tax Deposits, or the
                           combination of a Non-Bargaining Unit Participant's
                           elected Reduction in Compensation and After-Tax
                           Deposits shall be reduced in the manner determined
                           by the Committee. In case the amount and percentage
                           of a Non-Bargaining Unit 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)    Notwithstanding any other terms or provisions of the
                           Plan, the total contributions which a Non-Bargaining
                           Unit Participant may make by Reduction in
                           Compensation and After-Tax Deposits shall not exceed
                           eighteen percent (18%) of his/her Compensation.


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<PAGE>   29

ARTICLE IV - AFTER-TAX PARTICIPANT CONTRIBUTIONS

 PARAGRAPH

              b.    Bargaining Unit Participants

                    A Bargaining Unit Participant may make an After-Tax
                    Deposits of from zero (0) to six percent (6%) as he/she may
                    designate, of

  1.          PERCENTAGE OF AFTER-TAX DEPOSITS (CONTINUED)

              his/her Compensation, notwithstanding the foregoing, on or about
              the end of each calendar quarter within a Plan Year, a Bargaining
              Unit Participant may contribute in a lump sum amount the
              additional cash necessary to meet his/her maximum contribu tion
              percentage. Such after tax catch-up contributions may be made
              through payroll deduction, certified check, cashier's check or
              money order and must be greater than $25.00. A Bargaining Unit
              Participant will be allowed to make this catch-up contribu tion
              for previous calendar quarters during a Plan Year. This catch-up
              contribution shall be considered in determining the Company
              Matching Contributions for such Bargaining Unit Participant to
              the extent provided in Article VII of the Plan.

  2.          CHANGE OF PERCENTAGE OF AFTER-TAX DEPOSITS

              The deposit percentage designated by a Participant for his/her
              After-Tax Participant Deposit shall continue in effect,
              notwithstanding any change in his/her Compensation, until he/she
              shall change such percentage. A Participant may change such
              percentage as of a Designation Date 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 , voice response or internet
              direction to the Committee in the form and manner prescribed by
              the Committee.

  3.          DEPOSIT BY PAYROLL DEDUCTION     After-Tax Deposits under 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 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.


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<PAGE>   30

                                   ARTICLE V

                        ROLLOVERS, TRANSFERRED ACCOUNTS

 PARAGRAPH

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

  2.          TRUST TO TRUST TRANSFERS FROM OTHER PLANS OF THE COMPANY     The
              Company may, from time to time, direct the Trustee to receive,
              accept 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


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<PAGE>   31
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS

 PARAGRAPH

  2.          TRUST TO TRUST TRANSFERS FROM OTHER PLANS OF THE COMPANY  
              (CONTINUED)

              the Company or of a subsidiary of the Company whose account is so
              transferred is otherwise eligible and not already participating
              in the Plan, he/she shall become a Participant at the time of
              such transfer and deposit. Any funds or property from the account
              of a Participant under another Company plan or a subsidiary plan
              which are so transferred and accepted by the Trustee shall be
              received and deposited in full to an account or accounts of that
              Participant under this Plan, and shall thereupon become a part of
              the Trust held for the account of that Participant in accordance
              with all the terms and provisions of the Plan. The Committee
              shall determine and prescribe reasonable and appropriate
              procedures, certifications, and other requirements to be
              accomplished and performed by the Company, the Trustee, the
              Participant, any such subsidiary and the plan administrator and
              trustee of such other Company plan or subsidiary plan, in order
              to assure an effective and satisfactory transfer of trust funds,
              and any such transfer shall be conditioned upon compliance with
              all such requirements. Notwithstanding any of the foregoing, the
              Company shall have no obligation to make any matching or other
              additional contributions to the Plan to or for the benefit of any
              Participant by reason of any such transfer or deposit to the
              Trust under this paragraph 2.

  3.          DIRECT ROLLOVERS FROM QUALIFIED PLANS OF OTHER EMPLOYERS
              Participants in the Plan shall have the right to make direct
              rollover contributions to the Trust of the Plan of assets from a
              qualified defined contribution plan or trust of another employer,
              or from a conduit Individual Retirement Account. Any such assets
              so transferred to the Trust of the Plan shall be accompanied by
              written instructions from the other employer, trustee or
              custodian transferring such assets setting forth the name of the
              Participant for whose benefit such assets are being transferred,
              and showing the respective contributions of the employer, if any,
              and the Participant, the current value of the assets attributable
              thereto, and such other information as the Committee and Trustee
              consider reasonably required in order for the Trustee to receive,
              hold and administer such assets in the Trust of the Plan. Upon
              receipt by the Trustee of such assets for a Participant, the
              Trustee shall place such assets in a segregated fund or account
              for the Participant, and the Participant shall be deemed to be
              fully vested and have a nonforfeitable interest in such assets.
              The making of such a rollover transfer to the Trust shall not
              constitute a contribution or deposit entitling a Participant to
              any matching contribution by the Company. Notwithstanding
              anything to the contrary expressed or


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<PAGE>   32
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS

 PARAGRAPH

  3.          DIRECT ROLLOVERS FROM QUALIFIED PLANS OF OTHER EMPLOYERS  
              (CONTINUED)

              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 and survivor annuity requirements of Code Sections
              401(a)(11) and 417.

  4.          DIRECT ROLLOVERS TO IRAS AND QUALIFIED PLANS; WITHHOLDING OF TAX
              With respect to distributions of Participants' accounts after
              December 31, 1992, the Plan shall be operated in 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.




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<PAGE>   33

                                   ARTICLE VI

                   SUSPENSION OF SALARY REDUCTIONS, DEPOSITS

PARAGRAPH

  1.          SUSPENSION OF REDUCTION IN COMPENSATION OR AFTER-TAX DEPOSITS BY
              PARTICIPANT FOR DEFICIENCY IN COMPENSATION     A Participant may,
              at any time elect in writing, in the manner prescribed by the
              Committee, to suspend his/her elected Reduction in Compensation
              or After-Tax Deposits in any regular pay period in which either
              would normally be deducted pursuant to his/her prior election to
              be suspended. In any pay period in which a Reduction in
              Compensation or After-Tax Participant Deposit would normally be
              deducted from such a Participant's pay, such Reduction in
              Compensation or After-Tax Participant Deposit will be
              automatically suspended without notice if his/her net pay for
              such pay period is insufficient to permit the deduction to be
              made in full.

  2.          REINSTATEMENT OF VOLUNTARILY SUSPENDED REDUCTION IN COMPENSATION
              OR AFTER-TAX DEPOSITS     A Participant may at any time elect in
              writing to reinstate his/her Reduction in Compensation or
              After-Tax Participant Deposit to the Plan which he/she previously
              voluntarily suspended. Such election to reinstate a previously
              suspended Reduction in Compensation or After-Tax Participant
              Deposit shall be made in the manner prescribed by the Committee
              and shall be effective on the first day of the calendar quarter
              next following the end of the calendar month in which the
              Participant's written election is received by the Company.



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<PAGE>   34

                                  ARTICLE VII

                         COMPANY MATCHING CONTRIBUTIONS

 PARAGRAPH

  1.          COMPANY MATCHING CONTRIBUTIONS     After a Participant has
              completed one (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 Deposits for that month,
              as follows:

              a.    Non-Bargaining Unit Participants

              (1)   The Company shall make a Matching Contribution for each
                    Non-Bargaining Unit Participant which shall be equal to the
                    Company's 401(k) Contribution for such Participant based
                    upon such Participant's elected Reduction in Compensation
                    and deferral for that month, subject to the limitation
                    stated in clause (3) of this subparagraph 1.a., below;
                    provided, that the Company shall not make any Matching
                    Contribution for such a Non-Bargaining Unit Participant
                    with respect to that part of the Company's 401(k)
                    Contribution that is an ESOP Dividend
                    Distribution/Additional Deferral Contribution made for such
                    Participant.

              (2)   After making the Matching Contribution provided for in
                    subparagraph a. of this paragraph 1., above, the Company
                    shall make a Matching Contribution for each Non-Bargaining
                    Unit Participant which shall be equal to such Participant's
                    After-Tax Deposits for that month, subject to the
                    limitation stated in clause (3) of this subparagraph 1.a.,
                    below.

              (3)   The aggregate Matching Contributions of the Company under
                    clauses (1) and (2) of this subparagraph 1.a. for a
                    Non-Bargaining Unit Participant hereunder shall not exceed
                    six percent (6%) of the Non-Bargaining Unit Participant's
                    Compensation.

              b.    Bargaining Unit Participants

                    For each payroll period the Company shall make a Matching
                    Contribution for each Bargaining Unit Participant equal to
                    fifty 

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<PAGE>   35

ARTICLE VII - COMPANY MATCHING CONTRIBUTIONS

 PARAGRAPH

                    percent (50%) of the percentage of any Company 401(k)
                    Contribution and of any After-Tax Deposit for the Payroll
                    Period

1.            COMPANY MATCHING CONTRIBUTIONS (CONTINUED)

                    times such Bargaining Unit Participant's Annual
                    Compensation; provided, that the Company's Matching
                    Contribution for a Payroll Period shall apply only to the
                    first six percent (6%) of the amount of the Bargaining Unit
                    Participant's Annual Compensation paid for the Payroll
                    Period, and any Matching Contribution shall only be made
                    with respect to a Bargaining Unit Participant's Adjusted
                    Total Compensation for Payroll Periods beginning after the
                    first day of the calendar month coincident with or next
                    following completion of one (1) year of service by such
                    Bargaining Unit Participant.

              The Company's maximum Matching Contribution shall in all cases be
              allocated and contributed first to match the Company's 401(k)
              Contribution for the Participant's Reduction in Compensation for
              that month, and shall then be 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 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 CONTRIBUTION ACCOUNT    The Company's
              Matching Contribution 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.



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<PAGE>   36
                                  ARTICLE VIII

               LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

  1.          GENERAL    Company contributions, After-Tax Deposits, and other
              contributions under the Plan shall be limited as provided in this
              Article VIII.

  2.          ELECTIVE DEFERRAL LIMITATIONS     The Elective Deferrals of a
              Participant for any taxable year shall not exceed the limitation
              on elective deferrals provided in Code Section 402(g) (or
              corresponding section of any future federal tax code), as
              adjusted for cost-of- living increases thereunder; 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
              Deferrals, and all other Elective Deferrals under this Plan and
              all other plans, contracts, or arrangements of the Company may
              not exceed such limitation provided in Code Section 402(g), as
              adjusted for cost-of- living increases.

  3.          ACTUAL DEFERRAL PERCENTAGE LIMITATIONS      The Actual Deferral
              Percentage for the 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 Deferral Percentage for the Highly Compensated
                    Employees may not exceed 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 MATCHING CONTRIBUTIONS    The Matching
              Contribution Percentage 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.


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<PAGE>   37
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

  5.          SEPARATE APPLICATION OF LIMITATIONS      The Actual Deferral
              Percentage 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 ALTERNATIVE LIMITATION     If any Highly
              Compensated Employee is eligible to elect to make Reductions in
              Contributions and to make After-Tax 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 contribution
              percentage of Highly Compensated Employees in accordance 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 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,



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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

  7.          MAXIMUM ANNUAL ADDITIONS (CONTINUED)

              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 (i)
              Company contributions to a plan of deferred compensation to the
              extent the contributions are not included in the gross income of
              the Employee for the taxable year in which contributed, on behalf
              of an Employee to a simplified employee pension plan described in
              Code Section 408(k) to the extent such contributions are
              deductible by the Employee under Code Section 219(b)(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 applicable thereto in accordance with 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.


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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

  7.          MAXIMUM ANNUAL ADDITIONS (CONTINUED)

              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 limitation year, then the excess
              amounts must be held unallocated in a suspense account for the
              limitation year and allocated and reallocated in the next
              limitation year to all remaining Participants in the Plan.
              However, if such allocation or reallocation of the excess amounts
              pursuant to the provisions hereof causes the limitations of Code
              Section 415 to be exceeded with respect to each Participant for
              the limitation year, then these amounts must be held unallocated
              in a suspense account. If such a suspense account is in existence
              at any time during a particular limitation year, other than the
              limitation year described in the preceding sentence, all amounts
              in the suspense account must be allocated or reallocated to
              Participants' accounts as herein provided, (subject to the
              limitations of Code Section 415) before any Company contributions
              which would constitute Annual Additions may be made to the Plan
              for that limitation year. The excess amounts must be used to
              reduce Company contributions for the next limitation year (and
              any succeeding limitation years, as necessary). Excess amounts
              may not be distributed to Participants or former Participants.

  8.          NO RETURN OR DIVERSION OF CONTRIBUTIONS EXCEPT FOR MISTAKE
              Except as provided in paragraphs 9. and 10. of this Article VIII
              below, 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


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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

  8.          NO RETURN OR DIVERSION OF CONTRIBUTIONS EXCEPT FOR MISTAKE
              (CONTINUED)

              contributions having been made by reason of a mistake of fact, in
              which case the return to the Company of the amount involved shall
              be made within one (1) year of the mistaken contribution; and if
              a contribution to the Plan conditioned upon the deductibility of
              the contribution under Code Section 404, as provided in paragraph
              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 EXCESS DEFERRALS     If any Excess Deferrals are
              included in 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.

 10.          EXCESS 401(k)CONTRIBUTIONS    In the event there are Excess
              Contributions under the limitations of Code Section 401(k) for
              any Plan Year actually paid over to the Trust on behalf of Highly
              Compensated Employees, 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 Excess Contributions).



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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

 10.          EXCESS 401(k)CONTRIBUTIONS  (CONTINUED)

              Notwithstanding any other provision of this Plan, Excess
              Contributions plus any income and minus any loss allocable
              thereto, shall be distributed no later than the last day of each
              Plan Year to Participants to whose accounts such Excess
              Contributions were allocated for the preceding Plan Year;
              provided, that such distribution shall be made as promptly as
              practicable, so as to avoid the effect of Code provisions stating
              that if such excess amounts are distributed more than 2-1/2
              months after the last day of the Plan Year in which such excess
              amounts arose, a ten percent (10%) excise tax will be imposed on
              the employer maintaining the Plan with respect to such amounts.
              Such distributions shall be made to Highly Compensated Employees
              on the basis of the respective portions of the Excess
              Contributions attributable to each of such employees. Excess
              Contributions of Participants who are subject to the family
              member aggregation rules shall be allocated among the family
              members in proportion of the elective deferrals (and amount
              treated as elective deferrals) of each family member that is
              combined to determine the combined Actual Deferral Percentage.

              Excess Contributions (including the amounts recharacterized)
              shall be treated as annual additions under the Plan.

              Excess Contributions shall be adjusted for any income or loss up
              to the end of the Plan Year. Unless otherwise determined by the
              Committee, the income or loss allocable to Excess Contributions
              is the income or loss allocable to the Participant's Elective
              Deferral account (and, if applicable, the Qualified Non-elective
              Contribution account or the Qualified Matching Contributions
              account or both) for the Plan Year multiplied by a fraction, the
              numerator of which is such Participant's Excess Contributions for
              the year and the denominator is the Participant's account balance
              attributable to Elective Deferrals (and Qualified Non-Elective
              Contributions or Qualified Matching Contributions, or both, if
              any of such contributions are included in the Actual Deferral
              Percentage test) without regard to any income or loss occurring
              during such Plan Year.

              Excess Contributions shall be distributed from the Participant's
              Elective Deferral account and Qualified Matching Contribution
              account (if applicable) in proportion to the Participant's
              Elective Deferrals and Qualified Matching Contributions (to the
              extent used in the Actual Deferral Percentage test) for the Plan
              Year. Excess Contributions shall be distributed from the
              Participant's Qualified Non-elective Contribution account only to
              the extent that such Excess


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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

 10.          EXCESS 401(k) CONTRIBUTIONS  (CONTINUED)

              Contributions exceed the balance in the Participant's Elective
              Deferral account and Qualified Matching Contribution account.

              The Committee may, in its sole discretion, permit a Participant
              to treat his or her Excess Contributions as an amount distributed
              to the Participant and then contributed by the Participant to the
              Plan. Such recharacterized amounts will remain nonforfeitable and
              subject to the same distribution requirements as Elective
              Deferrals under the Plan. Amounts may not be recharacterized by a
              Highly Compensated Employee to the extent that such amount in
              combination with other Participant contributions made by the
              Participant would exceed any stated limit under the Plan on
              Participant contributions. Any such recharacterization must occur
              no later than two and one-half (2-1/2) months after the last day
              of the Plan Year in which such Excess Contributions arose and is
              deemed to occur no earlier than the date the last Highly
              Compensated Employee is informed in writing of the amount
              recharacterized and the consequences thereof. Recharacterized
              amounts will be taxable to the Participant for the Participant's
              tax year in which the Participant would have received them in
              cash.

              If and to the extent Excess Contributions (and income allocable
              thereto) are distributed, such Excess Contributions and allocable
              income shall be designated by the Company as a distribution of
              Excess Contributions (and income) and shall be distributed to the
              appropriate Highly Compensated Employees after the close of the
              Plan Year in which the Excess Contributions arose and within
              twelve (12) months after the close of that Plan Year. In all
              cases, for purposes of the foregoing, the income allocable to
              Excess Contributions shall equal the sum of the allocable gain or
              loss for the Plan Year. In addition to the provisions stated
              above, the Committee may determine and use any reasonable method
              for computing the income allocable to Excess Contributions, which
              method shall be nondiscriminatory in favor of Highly Compensated
              Employees, be used consistently for all Participants and for all
              corrective distributions under the Plan for the Plan Year, and be
              used by the Plan for allocating income to Participants' accounts.

              The amount of Excess Contributions to be distributed or to be
              recharacterized under the foregoing provisions of this Article
              VIII with respect to a Participant shall be reduced by any Excess
              Contributions previously distributed to the Participant for the


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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

              Participant's taxable year ending with or within the Plan Year in
              accordance with Code Section 402(g)(2), and the amount of Excess

 10.          EXCESS 401(k) CONTRIBUTIONS  (CONTINUED)

              Contributions that may be distributed with respect to a
              Participant for a taxable year shall be reduced by any Excess
              Contributions previously distributed or recharacterized with
              respect to the Participant for the Plan Year beginning with or
              within the taxable year, in the manner necessary to satisfy the
              applicable provisions of the Treasury Regulations under Code
              Section 401(k).

 11.          EXCESS AGGREGATE CONTRIBUTIONS     In the event the aggregate
              amount of 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.

              Notwithstanding any other provision of this Plan, Excess
              Aggregate Contributions, plus any income and minus any loss
              allocable thereto, shall be distributed no later than the last
              day of each Plan Year to Participants to whose accounts such
              Excess Aggregate Contributions were allocated for the preceding
              Plan Year; provided, that such distribution shall be made as
              promptly as practicable, so as to avoid the effect of Code
              provisions stating that if such Excess Aggregate Contributions
              are distributed more than 2-1/2 months after the last day of the
              Plan Year in which such excess amounts arose, a ten percent (10%)
              excise tax will be imposed on the employer maintaining


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<PAGE>   44

ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

 11.          EXCESS AGGREGATE CONTRIBUTIONS  (CONTINUED)

              the Plan with respect to those amounts. Excess Aggregate
              Contributions of Participants who are subject to the family
              member aggregation rules shall be allocated among the family
              members in proportion to the employee and Matching Contributions
              (or amounts treated as Matching Contributions) of each family
              member that is combined to determine the combined Actual
              Contribution Percentage.

              Excess Aggregate Contributions shall be treated as annual
              additions under the Plan.

              Excess Aggregate Contributions shall be adjusted for any income
              or loss up to the end of the Plan Year. Unless otherwise
              determined by the Committee, the income or loss allocable to
              Excess Aggregate Contributions is the income or loss allocable to
              the Participant's Employee Contribution account Matching
              Contribution account, Qualified Matching Contribution account (if
              any, and if all amounts therein are not used in the Actual
              Deferral Percentage test) and, if applicable, Qualified
              Non-elective Contribution account and Elective Deferral account
              for the Plan Year multiplied by a fraction, the numerator of
              which is such Participant's Excess Aggregate Contributions for
              the year and the denominator is the Participant's account
              balance(s) attributable to Contribution Percentage Amounts
              without regard to any income or loss occurring during such Plan
              Year.

              Excess Aggregate Contributions shall be distributed on a pro-rata
              basis from the Participant's Employee Contribution account,
              Matching Contribution account, and Qualified Matching
              Contribution account (and, if applicable, the Participant's
              Qualified Non-elective Contribution account or Elective Deferral
              account, or both).

              The method of distributing Excess Aggregate Contributions shall
              in all cases satisfy the requirements of Code Section 401(a)(4),
              and after any correction by means of such distributions, each
              level of matching contributions must be currently and effectively
              available to a group of Employees that satisfies Code Section
              410(b), and in correcting Excess Aggregate Contributions by means
              of distributions, Participant contributions may not be
              distributed to Highly Compensated Employees to the extent needed
              to meet the requirements of Code Section 401(m)(2) while Matching
              Contributions attributable to Participant Contributions remain
              allocated to Highly Compensated Employees' accounts; provided,
              that a method of distributing Excess Aggregate Contributions may
              include the distribution of unmatched Participant contributions
              that exceed the highest rate at which



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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

 11.          EXCESS AGGREGATE CONTRIBUTIONS  (CONTINUED)

              Participant contributions are matched before matched Participant
              contributions, or the distribution of Matching Contributions
              prior to Participant contributions.

              The distribution of Excess Aggregate Contributions under this
              paragraph shall include all income applicable thereto. The income
              allocable to Excess Aggregate Contributions is equal to the sum
              of the allocable gain or loss for the Plan Year. In addition, to
              the provisions stated above, the Committee may determine and use
              any reasonable method for computing the income allocable to
              Excess Aggregate Contributions, which method shall be
              nondiscriminatory in favor of Highly Compensated Employees, be
              used consistently for all Participants and for all corrective
              distributions under the Plan for the Plan Year, and be used by
              the Plan for allocating income to Participants' accounts.

 12.          QUALIFIED NONELECTIVE AND MATCHING CONTRIBUTIONS     The Company
              may, in its sole discretion, elect to make Qualified Nonelective
              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
              satisfy the nondiscrimination tests prescribed in paragraph 4. of
              this Article VIII provided that such 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).

              The amount of any nonelective contributions to the Plan,
              including those Qualified Nonelective Contributions treated as
              elective contributions for purposes of the Actual Deferral
              Percentage test, must satisfy the requirements of Code Section
              401(a)(4) and Treasury Regulations thereunder; the amount of
              nonelective contributions, excluding those Qualified Nonelective
              Contributions treated as elective contributions for purposes of
              the Actual Deferral Percentage Test and those nonelective
              contributions treated as matching


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<PAGE>   46

ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

 12.          QUALIFIED NONELECTIVE AND MATCHING CONTRIBUTIONS  (CONTINUED)

              contributions for purposes of the Actual Deferral Percentage Test
              must satisfy the requirements of Code Section 401(a)(4) and
              applicable Treasury Regulations thereunder; and the Qualified
              Nonelective Contributions and Qualified Matching Contributions
              must satisfy the requirements of Treasury Regulation ss.
              1.401(k)- 1(b)(4)(i)(A) for the Plan Year as if such
              contributions were elective contributions.

              The aggregation requirements specified in Treasury Regulations
              ss. 1.401(k)-1(b)(5)(vi) shall be satisfied with respect to any
              taking into account of Qualified Nonelective Contributions and
              Qualified Matching Contributions for purposes of the Actual
              Deferral Percentage test.

              The Plan shall be administered by the Committee to assure that
              the amount of nonelective contributions, including those
              Qualified Nonelective Contributions treated as Matching
              Contributions for purposes of the Actual Contribution Percentage
              test, shall satisfy the requirements of Code Section 401(a)(4)
              and the Treasury Regulations thereunder. The amount of
              nonelective contributions, excluding those Qualified Nonelective
              Contributions treated as Matching Contributions for purposes of
              the Actual Contribution Percentage test and those Qualified
              Nonelective Contributions treated as elective contributions under
              Code Section 401(k) for purposes of the Actual Deferral
              Percentage Test, shall satisfy Code Section 401(a)(4) and the
              Treasury Regulations thereunder; the elective contributions,
              including those treated as Matching Contributions for purposes of
              the Actual Contribution Percentage Test must satisfy the
              requirements of Code Section 401(k)(3); the Qualified Nonelective
              Contributions shall be allocated to the Participant under the
              Plan as of a date within the Plan Year, and the elective
              contributions shall satisfy Code Section 401(k) and the Treasury
              Regulations thereunder for the Plan Year; and the aggregation of
              plans requirements of Treasury Regulations ss.
              1.401(m)-1(b)(5)(v) shall be satisfied.

 13.          PLAN NOT DEPENDENT UPON EARNINGS; COMPANY CONTRIBUTIONS LIMITED TO
              EARNINGS     This Plan is intended to be a profit-sharing plan
              within the meaning of Code Sections 401(a)(1) and (27) 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


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ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS

 PARAGRAPH

 13.          PLAN NOT DEPENDENT UPON EARNINGS; COMPANY CONTRIBUTIONS LIMITED
              TO EARNINGS  (CONTINUED)

              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 except
              that the contributions by the Company are not necessarily
              dependent upon profits and the benefits are distributable in
              stock 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.


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<PAGE>   48

                                   ARTICLE IX

                             INVESTMENT PROVISIONS

 PARAGRAPH

  1.          PARTICIPANT DIRECTED INVESTMENT

              a.    Direction of Investment; Investment Options     A
                    Participant may, by delivery of his/her direction to the
                    Committee in the manner and form it prescribes, in turn
                    direct the Trustee, 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. The Committee shall in turn
                    furnish or cause the Participant's investment direction to
                    be delivered to and acted upon by the Trustee within such
                    period of time as the Committee determines to be reasonable
                    and practicable in the circumstances. A Participant's
                    initial direction of investment shall be in written form as
                    prescribed by the Committee. A Participant may, after
                    initial written direction of investment, give directions
                    for changes in the investment of his/her account by written
                    direction, use of the telephone voice response system
                    established by the Committee and Trustee for the Plan, or
                    through the internet in the manner prescribed by the
                    Committee. 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 establish, modify and
                    change the investment options made available to
                    Participants from time to time, with such modifications and
                    changes to be made by written action of the Chief Executive
                    Officer of the Company and the Committee, or as otherwise
                    determined by the Company. A Participant may also change
                    his investment direction and direct sales from time to time
                    to the extent permitted and authorized in paragraphs 1.c.
                    and d. and 3. below.

              b.    Investment Options     The investment options existing and
                    recognized under the Plan and Trust, shall be established
                    as hereinabove provided, and regularly described to
                    Participants by written information and memoranda furnished
                    by or at the direction of the Committee from time to time.
                    The investment options shall include ONEOK, Inc. Common
                    Stock and other investments determined by the Company and
                    the Committee hereunder. It is intended that the investment
                    options shall provide Participants investment alternatives
                    which will provide a Participant with a reasonable
                    opportunity to materially affect the potential return on
                    amounts in his/her Plan account and the degree of risk to
                    which such amounts are subject, and to choose 


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ARTICLE IX - INVESTMENT PROVISIONS

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                    from at least three (3) investment options, each of which
                    is diversified, has materially different risk and return

              b.    Investment Options (Continued)


                    characteristics, and which in the aggregate enable the
                    Participant to achieve investment direction of risk and
                    return characteristics within the range normally
                    appropriate for such Participant, and when combined with
                    investments in other alternatives will tend to allow
                    reasonable diversification so as to minimize risk of
                    losses, taking into account all circumstances.

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

                    A Participant who was a Participant in the Prior ONEOK,
                    Inc. Thrift Plan or the KGS 401(k) Thrift Plan may retain
                    in his/her account stock or securities which were his/her
                    prior directed investments in such Plans to the extent, and
                    as the Committee may prescribe by written memoranda and
                    instructions pertaining to the Plan. The Committee may
                    prescribe the manner in which dividends or other amounts
                    received from such retained investments may be invested,
                    and may limit or prescribe additional investment or
                    reinvestment in such stock or securities.

                    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.

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


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              b.    Investment Options (Continued)

                    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 8. 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.

              c.    Change in Participant's Investment Direction     Any
                    direction by a Participant that 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 or internet direction in the manner
                    prescribed by the Committee, or by such other means as may
                    be authorized by the Committee, cancel or change any such
                    investment direction from time to time; provided, that a
                    Participant who is a Section 16 Person shall be subject to
                    the limitations, restrictions and other provisions of
                    paragraph 8. of this Article IX, below, with respect to
                    such Participant's direction of investments that are
                    Discretionary Transactions.

              d.    Sale of Investments at Participant Direction     A
                    Participant may (i) by written 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 or internet, as authorized 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 8. 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.


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              e.    ESOP Diversification of Investments      It is intended that
                    the Participant 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 notwithstanding anything otherwise
                    provided in the Plan with respect to 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 to activities
                    carried on by the Plan all such valuations shall be by an
                    independent appraiser, which means any appraiser meeting
                    requirements similar to the requirements of the Treasury
                    regulations prescribed under Code Section 170(a)(1).



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

  3.          PARTICIPANT RIGHTS AS TO OPTIONS, RIGHTS, AND WARRANTS     In the
              event that any option, rights, or warrants shall be granted or
              issued with respect to a security held by the Trustee under the
              Plan, the Trustee, to the extent possible, shall give to the
              Participant in whose account such security is held a reasonable
              opportunity (which in any event shall not extend beyond five days
              prior to the date of expiration of the options, rights, or
              warrants) to direct the Trustee to exercise such options, rights,
              or warrants, and if any cash shall be required in connection with
              such exercise, such Participant shall, simultaneously with
              his/her direction to the Trustee, make available to the Trustee
              the necessary funds. Such funds may be made available to the
              Trustee by payment thereof in cash or by written direction to the
              Trustee in form prescribed by the Committee to use cash held by
              the Trustee in the Participant's Account or obtained from the
              sale of any security in such account; provided, however, that the
              total of any such cash Payment and the amount of current monthly
              contribution shall not exceed the contribution and deposit and
              limitation set forth in Articles III and IV. Cash payments made
              by a Participant to the Trustee in connection with the exercise
              of any such options, rights, or warrants shall constitute an
              additional deposit in the Participant's Account for all purposes
              of the Plan except the Company's contributions under paragraph 1.
              of Article VII and except that, for a period of twelve (12)
              months after making any such payment, the Participant shall have
              the right, by written request to


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  3.          PARTICIPANT RIGHTS AS TO OPTIONS, RIGHTS, AND WARRANTS (CONTINUED)

              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 option,
              right, or warrant in the open market, if there be any market
              thereof. The cash proceeds from the sale of any options, rights,
              or warrants shall be credited to the Participant's Account.

              Provided, that a Participant who is a Section 16 Person shall be
              subject to the limitations, restrictions and other provisions of
              paragraph 8. 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 3. is a Discretionary
              Transaction.

  4.          REDEMPTION OF NONTRANSFERABLE SECURITIES      In the case of the
              redemption of any nontransferable security or on the 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.

  5.          MANNER OF HOLDING CASH AND SECURITIES     All cash and securities
              in Participants' 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.

  6.          VOTING OF SHARES     Shares of the voting stock of the Company
              held by the Trustee in the account of a Participant under the
              Plan will be voted or consents for action with respect thereto
              will be granted by the Trustee or other registered owner thereof
              only in accordance with 


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              written instructions given to the Trustee by the Participant,
              except that the Trustee, in its discretion, may vote or direct
              the

 6.           VOTING OF SHARES  (CONTINUED)

              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.

              This paragraph shall also apply to the voting of any voting stock
              of Western Resources, Inc., in the account of any Participant.

 7.           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
                    offer, and shall provide a means by which the Participant
                    can instruct the Trustee whether or not to tender the
                    shares of Common Stock of the Company allocated to such
                    Participant's account. The Company shall provide the
                    Trustee with a copy of any materials provided to
                    Participants.

              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 


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                    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

 7.           TENDER OFFERS  (CONTINUED)

                    Participant's account for which the Trustee has received no
                    instructions from the Participant.

              c.    The Trustee shall tender that number of unallocated shares
                    of Common Stock of the Company which is determined by
                    multiplying the total number of unallocated shares by a
                    fraction of which the numerator is the number of shares of
                    Common Stock of the Company allocated to Participants'
                    accounts for which the Trustee has received instructions
                    from Participants to tender (and such instructions have not
                    been withdrawn as of the date of determination) and the
                    denominator is the total number of shares of Common Stock
                    of the Company allocated to Participants' accounts.

              d.    A Participant who has directed the Trustee to tender shares
                    of Common Stock of the Company allocated to such
                    Participant's account may, at any time prior to the tender
                    offer withdrawal date, instruct the Trustee to withdraw,
                    and the Trustee shall withdraw such shares of Common Stock
                    from the tender offer prior to the withdrawal deadline.

                    Prior to such withdrawal deadline, if unallocated shares of
                    Common Stock of the Company have already been tendered, the
                    Trustee shall redetermine the number of shares of Common
                    Stock of the Company which would be tendered under
                    paragraph 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.


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              f.    Notwithstanding the foregoing, a Participant who is a
                    Section 16 Person shall be subject to the limitations,
                    restrictions and other provisions of paragraph 8. 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.

 8.           SECTION 16 PERSON LIMITATIONS; DISCRETIONARY TRANSACTIONS     A
              Section 16 Person shall be allowed to direct or have a
              Discretionary Transaction effected under the Plan 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:

              (i)     an acquisition, if the current proposed Discretionary
                      Transaction would be a disposition; or

              (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 


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              exemptions allowable under SEC Rule 16b-3, unless the Committee
              specifically determines otherwise; and the provisions of the Plan

 8.           SECTION 16 PERSON LIMITATIONS; DISCRETIONARY TRANSACTIONS 
              (CONTINUED)

              shall be administered, interpreted and construed to carry out
              such intention, and any provision that cannot be so 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.

 9.           EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)     The portion of this Plan
              and the Trust 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
              4975(d)(3), or otherwise, but notwithstanding the foregoing, if
              and to 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



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 PARAGRAPH

              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

 9.           EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)  (CONTINUED)

              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 payments
              made with respect to such loan by the Trust during a Plan Year
              must not 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



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 PARAGRAPH

              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

 9.           EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)  (CONTINUED)

              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 possible extensions or renewal
              periods. If the interest rate under the loan is 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 Participant ("Participant" meaning for
              purposes of these provisions, the Participant and beneficiaries
              of the Participant), such Participant's donees, or by a person
              (including an estate or its distributee) to whom such security
              passes by reason of such 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 Company shall
              notify each security holder in 


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              writing within ten (10) days 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

 9.           EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)  (CONTINUED)

              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.

 10.          NO GUARANTEE OR INDEMNITY      Nothing in this Plan contained
              shall be 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.


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<PAGE>   61

                                   ARTICLE X

                 CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT

 PARAGRAPH

  1.          GENERAL CHARGES AND CREDITS    All interest, dividends, and other
              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 DISTRIBUTIONS

              a.    The Committee may cause ESOP 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 such 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
                    Dividend/401(k) Deferrable Amount for the year.

              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 


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ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT

 PARAGRAPH

                    receive one hundred percent (100%) of his/her ESOP
                    Dividends in cash, no ESOP Dividend Distribution/Additional
                    Deferral

  2.          ESOP DIVIDEND DISTRIBUTIONS  (CONTINUED)

                    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 separated from service with the Company,
                    may elect in writing to 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.


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ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT

 PARAGRAPH

  2.          ESOP DIVIDEND DISTRIBUTIONS  (CONTINUED)

              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 of
                    Compensation, and Company Matching Contributions thereon
                    during a Plan Year, before application of such limitations
                    with respect to any ESOP Dividend Distribution/Additional
                    Deferral Contributions made by and for 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 CHARGES AND CREDITS TO PARTICIPANT ACCOUNTS
              Except as otherwise directed by the Committee, within its
              discretion, the cost to be charged to a Participant's Account of
              any security purchased by the Trustee according to the
              Participant's direction shall be the cost of such security at the
              closing market price on the date such purchase is directed; and
              the proceeds credited to a Participant's Account upon the sale or
              redemption of any securities shall be the actual proceeds
              thereof.

  4.          COMMISSIONS, TAXES, AND CHARGES ON SECURITY PURCHASES AND SALES
              Brokerage commissions, transfer taxes, and other charges and
              expenses in connection with the purchase or sale of securities
              shall be added 



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ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT

 PARAGRAPH

              to the cost of such securities or deducted from the proceeds
              thereof, as the case may be.

  5.          INVESTMENT MANAGEMENT FEES     Investment management fees charged
              or 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 particular investment options shall
              be charged against the Participant's Account as the Committee may
              prescribe and direct from time to time.

  6.          CALCULATION OF CREDITS FOR REDEMPTION     Upon the redemption or
              maturity or any 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.



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<PAGE>   65

                                   ARTICLE XI

                      VESTING AND LIQUIDATION OF ACCOUNTS

 PARAGRAPH

  1.          VESTING OF PARTICIPANT AND COMPANY CONTRIBUTIONS     A
              Participant's contributions under Article IV and his/her rights
              in the 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 PARTICIPANT ACCOUNTS     Except as provided in
              paragraph 6. of 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
              subsidiary of the Company participating in the Plan), the account
              of such 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



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ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS

 PARAGRAPH

  3.          DISTRIBUTION OF PARTICIPANT ACCOUNTS  (CONTINUED)

              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
              five thousand dollars ($5,000), 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 to
              defer distribution of his/her account beyond age sixty-five (65)
              pursuant to 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, the ONEOK, Inc. Common Stock in a Participant's
              Account to which the Employee Stock Ownership Plan provisions of
              the Plan are applicable (hereinafter referred to as "ESOP Account
              Balance"), shall be distributed on the earlier of (i) time when
              distribution would otherwise be made under the Plan, or (ii) if
              the Participant so elects, will be distributed commencing not
              later than one (1) year after the close of the Plan Year (I) in
              which the Participant 


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ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS

 PARAGRAPH

              separates from service by reason of attainment of normal
              retirement age under the Plan, disability or death, or (II) which
              is the fifth

  5.          ESOP STOCK DISTRIBUTIONS  (CONTINUED)

              (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). If distribution of a
              Participant's ESOP Account Balance is ever required to be made
              under clause (ii) in the preceding sentence, then in such case,
              unless the Participant elects otherwise, the distribution of the
              Participant's ESOP 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 ($500,000), five (5) years plus one (1)
              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). The foregoing provisions of this paragraph 5 are intended
              to provide for distribution of a Participant's ESOP Account
              Balance at least as soon as provided in Code Section 409(o) only
              if such form and timing of distribution would be earlier than
              otherwise generally provided by the Plan.

  6.          PARTICIPANT ELECTION TO DEFER DISTRIBUTION     A Participant whose
              employment with the 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 five
              thousand dollars ($5,000) 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 DISTRIBUTION OF ACCOUNTS     a.  Subject to
              subparagraph 7.b., below, if a Participant refuses consent to
              immediate distribution of his/her account under paragraph 3. of
              this Article XI, above, or a Participant makes the affirmative
              election of 

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ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS

 PARAGRAPH

              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

7.            SEQUENCE OF DEFERRED DISTRIBUTION OF ACCOUNTS  (CONTINUED)

              consent of the Committee, the Participant may at any time
              thereafter request in writing that distribution of his/her
              account be made. When such a request is approved by the
              Committee, the Participant's account shall be distributed to the
              Participant within a reasonable time following receipt and
              approval of that request; provided that such a deferred
              distribution of a Participant's account shall be only in the
              following sequence: first, either all of his/her account, or all
              of his/her Participant contributions; second, the balance of the
              account not previously distributed; thus, all of a Participant's
              contributions must be distributed to him/her at one time, and no
              Company contributions can be distributed without previous or
              concurrent distribution of all Participant contributions. A
              Participant who has withdrawn all of his/her own contributions
              prior to deferral of distribution hereunder may thereafter
              request and receive only a single distribution of the balance of
              his/her account. No earnings credited to the account of a
              Participant can be distributed to him/her after his/her
              termination of employment with the Company without liquidating
              the total account balance.

              b. Notwithstanding the foregoing, a Participant (or former
              Employee) shall have the right to withdrawal of all or a portion
              of that part of his/her Pre-1999 KGS 401(k) Thrift Plan Account
              of which distribution was deferred pursuant to the provisions of
              the KGS 401(k) Thrift Plan in accordance with those provisions
              which are incorporated herein by reference.

  8.          DEFERRED DISTRIBUTION AT AGE 70 1/2    A Participant who makes the
              affirmative 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 ninetieth (90th) day next following
              the end of the Plan Year which he/she attains age 70 1/2.

  9.          DISTRIBUTION OF DEFERRED ACCOUNTS AT DEATH OF PARTICIPANT    If a
              Participant who has refused to consent to immediate distribution
              under 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 


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ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS

 PARAGRAPH

              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

  9.          DISTRIBUTION OF DEFERRED ACCOUNTS AT DEATH OF PARTICIPANT 
              (CONTINUED)

              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 DISTRIBUTION     Notwithstanding the foregoing,
              in no 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 (701/2); provided,
              in the event a Participant remains in the active employment of
              the Company and participation in the Plan after having attained
              age 701/2, a distribution from such Participant's Plan account
              shall be made to him no less frequently than the last day of each
              calendar year in such amount as is necessary in order for the
              Plan to conform to the minimum distribution requirements
              prescribed in Code Section 401(a)(9); provided, further, in the
              event a Participant dies before the distribution of the
              Participant's interest has begun, then the entire interest of the
              Participant will, in any event, be distributed within five (5)
              years after the death of the Participant. Notwithstanding the
              preceding sentence which states the minimum distribution
              requirement of Code Section 401(a)(9), it is nevertheless
              intended that every distribution of a Participant's account under
              the Plan 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 provisions of Article XXII hereof shall
              be distributed as provided therein.


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ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS

 PARAGRAPH

 12.          PARTICIPANT'S RIGHT TO DEMAND EMPLOYER SECURITIES
              Notwithstanding any other provisions herein, each Participant who
              has his/her Participant Account invested in ONEOK, Inc. Common
              Stock, and each Participant who 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. A Participant who has the stock of a former
              employer in his/her Plan account by reason of a merger, spin-off
              or transfer of plan accounts from a former employer plan shall
              have a similar right to demand distribution of such stock in
              accordance with the provisions of this paragraph 12.

 13.          QUALIFIED DOMESTIC RELATIONS ORDERS; DISTRIBUTIONS
              Notwithstanding any other provisions of the Plan, if a
              Participant's account is 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 shall be made by the
              Plan and Trustee in a single lump sum distribution, and such
              distribution to such alternate payee shall be made 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. Periodic distributions authorized from
              plan accounts assigned to alternate payees under the KGS 401(k)
              Thrift Plan pursuant to a Qualified Domestic Relations Order shall
              be made in accordance with such Order, notwithstanding the
              foregoing provisions generally providing for immediate
              distribution.


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                                  ARTICLE XII

                     WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

PARAGRAPH

  1.          WITHDRAWALS FROM 401(k) CONTRIBUTION ACCOUNT Subject to paragraph
              10, and the limitations of paragraph 5. of this Article XII,
              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 dependents of the
                           Participant (as defined in Code Section 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);



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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

  1.          WITHDRAWALS FROM 401(k) CONTRIBUTION ACCOUNT  (CONTINUED)

                    (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 with respect to a Participant's
                    Pre- 1999 ONEOK Thrift Plan Account, 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 Participant and members of
                    his/her immediate family; the probable 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 (as
                           defined in Treasury Regulation 1.401(k)-
                           1(d)(2)(iv)(B)(4)) of the Company will be suspended
                           for twelve (12) months after the hardship withdrawal
                           is made; and



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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

  1.          WITHDRAWALS FROM 401(k) CONTRIBUTION ACCOUNT  (CONTINUED)

                    (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 Committee. A hardship withdrawal for
                    payment of tuition under subparagraph d.(3), above, may be
                    made in two (2) parts over the twelve (12) month period to
                    conform the withdrawal to the amount of tuition determined
                    to be needed by the student.

              h.    A Participant who has received a hardship withdrawal
                    pursuant to the foregoing provisions of the Plan, and who
                    has thereby been suspended from making Participant deposits
                    and contributions for twelve (12) months, shall be required
                    to make a written application to the Committee, in the form
                    and under rules prescribed by it, in order to resume making
                    Participant contributions under the Plan.

  2.          PARTICIPANT WITHDRAWALS OF AFTER-TAX DEPOSITS      A Participant
              may request to withdraw in a lump sum all or any part of the
              value of his/her After-Tax Deposits in his/her Account, provided
              that the withdrawal is for a least $500 or the full value of the
              Account, if less. A Participant may request a withdrawal in
              writing on a form prescribed by the Committee.

              The amount of the withdrawal shall be withdrawn from the
              Participant's After-Tax Deposits in proportion to the value of
              the Participant's total Plan Account balance.

              A withdrawal pursuant to this paragraph may be made once per
              quarter and shall be paid as soon as practicable after the
              appropriate request is received by the Trustee. A withdrawal
              shall be paid in cash, except that if a Participant's After-Tax
              Deposits are invested in the ONEOK, Inc. Common Stock, the
              Participant may request that the value withdrawn be distributed
              in whole shares of ONEOK, Inc. Common


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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

              Stock. Any fractional shares shall be paid in cash, the amount of
              such payment to be based upon the closing price of ONEOK, Inc.
              Common

  2.          PARTICIPANT WITHDRAWALS OF AFTER-TAX DEPOSITS

              Stock on the New York Stock Exchange Consolidated Tape, on a
              trading date which does not precede the date of the distribution
              by more than 10 days. A Participant who has After-Tax Deposits in
              his/her Plan Account invested in stock of a prior employer which
              has been transferred to the Trust pursuant to any merger,
              acquisition or similar transaction may also request distribution
              of such stock in a manner comparable to that provided in the
              foregoing provisions with respect to ONEOK, Inc. Common Stock.

  3.          WITHDRAWAL PENALTY    In the event a Participant makes a 
              withdrawal of After-Tax Deposits in his/her Plan Account pursuant
              to paragraph 2., above, such Participant shall not be entitled to
              Company Matching Contributions otherwise required to be made under
              the Plan until the first of the next month following the
              expiration of six (6) months from the date of such withdrawal by
              such Participant. This suspension and abatement of the
              Participant's right to receive Company Matching Contributions
              shall not affect the Participant's right to elect a Reduction in
              Compensation or make After-Tax Deposits to the extent otherwise
              permissible under the Plan.

  4.          PARTICIPANT WITHDRAWALS OF MATCHING CONTRIBUTIONS OR OTHER
              AMOUNTS    Except as otherwise provided in paragraph 10, below, or
              as expressly provided differently herein, 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 Deposits coming into his/her account
              after August 31, 1989.

  5.          SEQUENCE OF PERMITTED WITHDRAWALS    In the event a Participant
              desires to withdraw funds credited to his/her accounts from
              After-Tax Deposits, the withdrawal sequence shall be: first, the
              Participant's contributions which are in the Participant's Prior
              ONEOK Thrift Plan Pre-1987 Employee Contribution Account Balance;
              second, the Participant's KGS 401(k) Thrift Plan Account Balances
              (to the extent they are subject to withdrawal pursuant to
              paragraph 10 of this Article XII, below); third, the
              Participant's Separate Section 72(d) Employee Contribution
              Account; and fourth, the balance of the Participant's Account, if
              any, which may be withdrawn under this Article XII.



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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

  6.          VOLUNTARY WITHDRAWAL AFTER AGE FIFTY-NINE AND ONE-HALF (59 1/2)
              Except as otherwise provided in paragraph 10, below, subject to
              prior approval of the Committee, a Participant who has completed
              five (5) years of participation in this Plan may be allowed to
              withdraw a

  6.          VOLUNTARY WITHDRAWAL AFTER AGE FIFTY-NINE AND ONE-HALF (59 1/2)
              (CONTINUED)

              single sum amount not exceeding the entire balance in his/her
              Accounts at any time after his/her attainment of age fifty-nine
              and one-half (59 1/2). Such a voluntary withdrawal may be made
              only one (1) time by any Participant.

  7.          DISTRIBUTIONS IN CERTAIN EVENTS     Notwithstanding any other
              provisions 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.

  8.          ESOP DIVIDEND DISTRIBUTIONS    The Committee and Trustee may have
              ESOP 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.



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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH


  9.          NO WITHDRAWAL OF DEFERRED ACCOUNT    Subject to paragraph 10, 
              below, when a Participant's employment with the 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,

  9.          NO WITHDRAWAL OF DEFERRED ACCOUNT (CONTINUED)

              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.

 10.          LIMITED WITHDRAWAL RIGHTS; PRE-1999 KGS 401(k) THRIFT PLAN
              ACCOUNT    Notwithstanding anything to the contrary expressed
              herein a Participant shall have the right to make a withdrawal
              from his/her Pre-1999 KGS 401(k) Thrift Plan Account balance at
              January 11, 1999, pursuant to the following provisions:

              a.    WITHDRAWAL FROM MATCHING CONTRIBUTION ACCOUNT   In the event
                    that a Participant withdraws the full value of the After
                    Tax Deposits under the provisions of paragraph 2., above, a
                    Participant who has been a Participant in the Plan for a
                    period of five (5) years or more may additionally withdraw
                    in a lump sum any or all of the Company Matching
                    Contributions (Company Matching Account) in such
                    Participant's Pre-1999 KGS 401(k) Thrift Plan Account,
                    provided that the aggregate amount of the withdrawal from
                    the Participant's After Tax Deposits and Company Matching
                    Contributions is for at least $500 or the full value of the
                    Account, if less. A Participant may request a withdrawal in
                    writing on a form prescribed by the Committee.

                    The amount of the withdrawal shall be withdrawn from the
                    Participant's Company Matching Contributions in proportion
                    to the value of the Participant's total Account balance.

                    A withdrawal may be made once per quarter and shall be paid
                    as soon as practicable after the appropriate request is
                    received by the Trustee. A withdrawal shall be paid in
                    cash, except that if a Participant's Company Matching
                    Contributions are invested in ONEOK, Inc. Common Stock a
                    Participant may request that the value withdrawn be
                    distributed in whole shares of ONEOK, Inc. Common Stock.
                    Any fractional shares shall be paid in cash, the amount of
                    such payment to be based upon the closing price of ONEOK,
                    Inc. Common Stock on the New York Stock Exchange


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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

                    Consolidated Tape, on a trading date which does not precede
                    the date of the distribution by more than 10 days.

              b.    WITHDRAWAL FROM ROLLOVER ACCOUNT   In the event that a
                    Participant withdraws the full value of the After-Tax
                    Deposits and the Company Matching Contributions under the
                    provisions of paragraphs 2. and 10.a., above, the
                    Participant may additionally withdraw in a lump sum any or
                    all of the Participant's Rollover

 10.          LIMITED WITHDRAWAL RIGHTS; PRE-1999 KGS 401(k) THRIFT PLAN ACCOUNT
              (CONTINUED)

                    Account in his/her Pre-1999 KGS 401(k) Thrift Plan Account
                    provided that the aggregate amount of the withdrawal from
                    the Participant's After Tax Deposits Account, Company
                    Matching Contributions, and rollover balance in the
                    Participant's account is at least $500 or the full value of
                    the Account, if less. A Participant may request a
                    withdrawal in writing on a form prescribed by the
                    Committee.

                    The amount of the withdrawal shall be withdrawn from the
                    Participant's After Tax Deposits, Company Matching
                    Contributions, and Rollover balance in his/her account.

                    A withdrawal may be made once per quarter and shall be paid
                    as soon as practicable after the appropriate withdrawal
                    request is received by the Trustee. A withdrawal shall be
                    paid in cash, except that if a Participant's Rollover
                    balance in his/her Account is invested in ONEOK, Inc.
                    Common Stock, a Participant may request that the value
                    withdrawn be distributed in whole shares of ONEOK, Inc.
                    Common Stock. Any fractional shares shall be paid in cash,
                    the amount of such payment to be based upon the closing
                    price of ONEOK, Inc. Common Stock on the New York Stock
                    Exchange Consolidated Tape, on a trading date which does
                    not precede the date of the distribution by more than 10
                    trading days.

              c.    PRIOR EMPLOYER STOCK     A Participant who has After-Tax
                    Deposits in his/her Plan account invested in stock of a
                    prior employer which has been transferred to the Trust
                    pursuant to any merger, acquisition or similar transaction
                    may request distribution of such stock in a manner
                    comparable to that provided in subparagraphs 10.a. and
                    10.b., above, with respect to ONEOK, Inc. Common Stock.

              d.    WITHDRAWALS AFTER AGE 59 1/2    A Participant who has
                    attained age 59-1/2 may withdraw all or a portion of
                    his/her 401(k) Account contributions in his/her Pre-1999
                    KGS 401(k) Thrift Plan Account as of the end of the month
                    next following such Participant's delivery of request for
                    withdrawal to the Trustee. A withdrawal may be made once
                    per quarter and shall be paid as soon as practicable after
                    the appropriate request is received by the Trustee.

              e.    HARDSHIP WITHDRAWALS     A Participant may request an
                    in-service distribution from his/her 401(k) Contribution
                    Account in his/her Pre-1999 KGS 401(k) Thrift Plan Account
                    on the basis of a hardship in accordance with paragraph 1,
                    of this Article XII.



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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

              f.    WITHDRAWAL PENALTY     In the event a Participant withdraws
                    sums pursuant to subparagraphs 10.a. or 10.b., above, such
                    Participant shall not be entitled to Company Matching
                    Contributions until the first of the next month following
                    the expiration of six (6) months from the date of such
                    withdrawal by such Participant. This abatement of the
                    Participant's right to receive Company Matching
                    Contributions shall not affect the Participant's right to
                    elect a Reduction in Compensation or make After-Tax
                    Deposits to the extent otherwise permissible under the
                    Plan.

                    In the event a Participant withdraws sums pursuant to the
                    hardship distribution provisions of paragraph 1. of this
                    Article XII, Participant shall not be entitled to Company
                    Matching Contributions until the first of the month next
                    following the expiration of twelve (12) months from the
                    date of such withdrawal by the participant.

 11.          SUSPENSION DURING APPROVED LEAVE OF ABSENCE    A Participant's
              deposits and the corresponding Company Matching 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.

 12.          EFFECT OF TERMINATION OR SUSPENSION OF PARTICIPATION     Any
              termination or suspension under any provision of this Plan,
              except suspension of deposits under paragraph 11. 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.

  13.         NO FORFEITURE FOR SUSPENSION OR TERMINATION     No termination or
              suspension of participation in the Plan or failure to 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 

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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

              notwithstanding any other terms or provisions of this Plan, no
              suspension or termination of participation under the Plan shall

  13.         NO FORFEITURE FOR SUSPENSION OR TERMINATION (CONTINUED)

              operate to alter a Participant's rights, privileges, or
              obligations thereunder with respect to the management or
              disposition of his/her account with the Trustee.

  14.         TERMINATION OF PLAN    Upon a partial termination of the Plan, or
              upon a termination of the Plan as an entirety or as to any
              subsidiary of the Company, each Participant of the Company or of
              such subsidiary then participating, as the case may be, will
              receive distribution of the entire balance of his/her account.

  15.         VALUATION OF SECURITIES     For the purpose of valuing a
              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.

  16.         PARTICIPANT LOAN PROGRAM     The Committee and the Trustee shall
              have 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


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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

              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

16.           PARTICIPANT LOAN PROGRAM  (CONTINUED)

              collateral which may secure a Participant loan; (vii) the events
              constituting default and steps that will be taken to preserve
              Plan assets in the event of such default; and (viii) the other
              requirements, policies, and procedures with respect to the
              Participant loan program which the Committee determines should be
              included therein from time to time. The separate written document
              containing such provisions of the Plan loan program shall be
              maintained by the Committee in the office of the Secretary of the
              Company, or by such other person as may be designated by the
              Committee, and shall be made available for inspection or copying
              upon the request of Participants and beneficiaries of the Plan.

              Notwithstanding anything to the contrary expressed herein, there
              shall be no reduction of the accrued benefit of a Participant in
              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


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ARTICLE XII - WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS

 PARAGRAPH

              Participant's accrued benefit under this Plan. The written
              consent of the Participant's spouse shall acknowledge the effect
              thereof and be witnessed by a Plan representative or notary
              public. Any such loan shall by its terms be required to be repaid
              within five (5)

16.           PARTICIPANT LOAN PROGRAM  (CONTINUED)

              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 not more than two (2)
              loans may be made and outstanding to a Participant at any time,
              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.

 17.          NO WITHDRAWAL OF LOAN AMOUNT   Participant to whom a loan has
              been made pursuant to the provisions of paragraph 16. 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.


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<PAGE>   82

                                  ARTICLE XIII

                      BENEFICIARIES IN THE EVENT OF DEATH

 PARAGRAPH

  1.          SURVIVING SPOUSE AS PRIMARY BENEFICIARY     A Participant's
              nonforfeitable Accrued 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 ALTERNATE BENEFICIARY OR BENEFICIARIES
              A Participant may elect at any time to waive the required
              distribution and 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 circumstances as may
              be prescribed by Treasury Regulations; provided, that any such
              consent by a spouse shall be effective only with respect to such
              spouse.

  3.          DESIGNATION OF BENEFICIARY OR BENEFICIARIES     A Participant who
              has no spouse, or who with his/her spouse's consent has 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



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ARTICLE  XIII - BENEFICIARIES IN THE EVENT OF DEATH

 PARAGRAPH

  3.          DESIGNATION OF BENEFICIARY OR BENEFICIARIES  (CONTINUED)

              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 TO BENEFICIARY OR BENEFICIARIES     Upon
              the death of a Participant, his/her account shall be paid or
              distributed to 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. Provided, that the provisions
              for payment of a distribution to a surviving spouse of a deceased
              Participant in the KGS 401(k) Thrift Plan for a designated period
              of time shall remain in effect and be applicable until such
              distribution is completed pursuant to such provisions.



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<PAGE>   84

                                  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.


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<PAGE>   85
                                   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 the manner in which the Company
              shall 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



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ARTICLE XV - ADMINISTRATION

 PARAGRAPH

  2.          TRUST AND TRUSTEE  (CONTINUED)

              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 papers to be
              signed by Employees or 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 PLAN COMMITTEE     Any act which this instrument
              authorizes or requires the Committee to do may be done by a
              majority of the then members of the Committee. The action of such
              majority of the members expressed either by a vote at a meeting
              or in writing without a meeting, shall constitute the action of
              the Committee and shall have the same effect for all purposes as
              if assented to by all of the members of the Committee at the time
              in office, provided, however, that the Committee may, in specific
              instances, authorize one (1) of its members to act for the
              Committee when and if it is found desirable and convenient to do
              so.


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ARTICLE XV - ADMINISTRATION

 PARAGRAPH

  5.          COSTS OF PLAN ADMINISTRATION   Except as provided in paragraphs 
              4., 5., and 7. of Article X hereof, the Company shall pay all
              costs and expenses incurred in administering the Plan including
              without limitation the expenses of the Committee, the fees and
              expenses of the Trustee, the fees of its counsel, and other
              administrative expenses.

  6.          UNIFORM AND NONDISCRIMINATORY APPLICATION     All rules and
              decisions of the Committee shall be uniformly and consistently
              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 DESCRIPTION     The Committee shall cause to be
              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 hearing there is still a dispute
              between the Committee and an Employee or 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.



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ARTICLE XV - ADMINISTRATION

 PARAGRAPH

  8.          RECOGNITION OF AGENCY RELATIONSHIPS     The Trustee need not
              recognize the 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.          VALUATION OF TRUST ASSETS     The Trustee shall value the assets
              of the Plan Trust as of the close of the last day of the Plan
              Year, and more frequently, if directed by the Committee. The
              assets of the Trust shall be valued at their fair market value
              and the Committee shall, in accordance with a method consistently
              followed and uniformly applied, allocate the sums contributed by
              the Company and Participants, plus the net income or minus the
              net loss of the Trust, and plus the net appreciation or minus the
              net depreciation in the Trust assets, to the separate
              Participants' Accounts of the respective Participants under the
              Plan in accordance with the foregoing and the provisions of
              Article X of the Plan.

 10.          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.

 11.          ANNUAL REPORTS     The Committee shall annually, mail to each
              Participant a statement as of the end of the previous Plan Year,
              at such time and in 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.



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ARTICLE XV - ADMINISTRATION

 PARAGRAPH

 12.          ONECU MAINTENANCE OF PLAN   (CONTINUED)

              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.



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<PAGE>   90

                                  ARTICLE XVI

                        NOTICES AND OTHER COMMUNICATIONS

 PARAGRAPH

  1.          DELIVERY OF NOTICES AND OTHER DOCUMENTS     All notices, reports,
              and statements 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 COMMUNICATIONS BY PARTICIPANTS    Written directions,
              notices, and other communications from Participants to the
              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.


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<PAGE>   91

                                  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 RELATIONS ORDERS     The foregoing limitation
              shall not apply 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 or a
              portion of the benefits payable with respect to a Participant
              under this 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.



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<PAGE>   92

                                 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.



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<PAGE>   93

                                  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.



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<PAGE>   94

                                   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.



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<PAGE>   95

                                  ARTICLE XXI

                                TOP-HEAVY RULES

 PARAGRAPH

  1.          MINIMUM CONTRIBUTION     If this Plan is top heavy in any Plan
              Year, 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 of the Company, the aggregate top-heavy
              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 CONTRIBUTION     To the extent the contribution
              rate with 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


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<PAGE>   96

ARTICLE XXI - TOP-HEAVY RULES

 PARAGRAPH

  2.          RATE OF MINIMUM CONTRIBUTION  (CONTINUED)

              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 DETERMINATION     The Plan is top heavy for a
              Plan Year if 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 not performed services for the Company at
              any time during the five (5)-year 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;


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<PAGE>   97

ARTICLE XXI - TOP-HEAVY RULES

 PARAGRAPH

  3.          TOP-HEAVY STATUS DETERMINATION  (CONTINUED)

              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.

  4.          TOP-HEAVY CONTRIBUTION LIMITS     If the Plan is a top-heavy plan,
              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.


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<PAGE>   98

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.

              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.


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ARTICLE XXI - TOP-HEAVY RULES

 PARAGRAPH


  6.          DEFINITIONS  (CONTINUED)

                    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 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.



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<PAGE>   100

ARTICLE XXI - TOP-HEAVY RULES

 PARAGRAPH

  6.          DEFINITIONS  (CONTINUED)

                    (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
                           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.

              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.



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<PAGE>   101

                                  ARTICLE XXII

                           TRANSFERRED PLAN ACCOUNTS

 PARAGRAPH

  1.          GENERAL     If a Participant was a participant in a defined
              contribution plan of a subsidiary of the Company that is subject
              to Code Sections 401(a)(11) and 417 with respect to that
              Participant, from which assets in which the Participant had a
              vested account and benefits have been transferred directly or
              indirectly on or after January 1, 1985, to the Trust of this Plan
              pursuant to paragraphs 1. and 2. of Article V, that vested
              account and benefits (hereinafter referred to as "Transferred
              Participant Account") of the Participant shall be held, invested,
              maintained and distributed in accordance with this Article XXII.

  2.          SEPARATE ACCOUNTING AND ACCRUAL     A Participant's Transferred
              Participant 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 APPLICABLE    Except as otherwise provided
              in this 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.

  4.          ONEOK DRILLING PLAN TRANSFERRED ACCOUNT ANNUITY CONVERSION
              Subject to the provisions of paragraphs 5. through 10. of this
              Article XXII, 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



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<PAGE>   102

ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS

 PARAGRAPH

  4.          ONEOK DRILLING PLAN TRANSFERRED ACCOUNT ANNUITY CONVERSION
              (CONTINUED)

              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 Article XXII, the "Required
              Beginning 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.


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<PAGE>   103
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS

 PARAGRAPH

  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 period which does not exceed the payment
              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 (701/2).

  8.          QUALIFIED JOINT AND SURVIVOR ANNUITY; QUALIFIED PRERETIREMENT
              SURVIVOR ANNUITY     For Plan Years beginning after December 31,
              1984, the Committee shall direct the Trustee to distribute a
              married or 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 Participant and
              his/her spouse, and which is the actuarial equivalent of a single
              annuity for the life of the Participant. On or before the Annuity
              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


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<PAGE>   104

ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS

 PARAGRAPH

  8.          QUALIFIED JOINT AND SURVIVOR ANNUITY; QUALIFIED PRERETIREMENT
              SURVIVOR ANNUITY  (CONTINUED)

              Participant Account (excluding accumulated deductible employee
              contributions) does not exceed three thousand five hundred
              dollars ($5,000).

              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
              ($5,000), the Committee shall not direct the Trustee to
              distribute the Qualified Preretirement Survivor Annuity to the
              Participant's surviving spouse prior to 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 ($5,000).

              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)).


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ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS

 PARAGRAPH

  9.          NOTICES; WAIVER ELECTION     Within the Applicable Notice Period
              with 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 Participant may
              revoke a waiver of the 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 least a one-year period ending on or 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.


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<PAGE>   106

ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS

 PARAGRAPH

  9.          NOTICES; WAIVER ELECTION  (CONTINUED)

              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 age thirty-five (35), and (ii) after
              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 APPLICABLE RULES   For purposes of paragraphs 8.
              and 9. of 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


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<PAGE>   107

ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS

 PARAGRAPH

 10.          DEFINITIONS; AND APPLICABLE RULES  (CONTINUED)

              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 Participant attains age
              thirty-five (35); (ii) a reasonable period after the 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.


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<PAGE>   108

                                 ARTICLE XXIII

                          MODIFICATION AND TERMINATION

 PARAGRAPH

  1.          AMENDMENT AND TERMINATION OF PLAN     The Company hopes and
              expects to 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 to the Plan for a Plan
              Year if every Employee eligible to participate in the 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 MODIFICATION     A modification may affect
              Participants 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


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<PAGE>   109

ARTICLE XXIII - MODIFICATION AND TERMINATION

 PARAGRAPH

  2.          LIMIT TO EFFECT OF MODIFICATION  (CONTINUED)

              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 CASE OF MODIFICATION     In the event that
              any modification of 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.

  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). V

  5.          TERMINATION DISTRIBUTIONS     The Company reserves the right to
              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 $5,000, 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.


                                            ONEOK, Inc.


                                            By /s/ LARRY W. BRUMMETT
                                              -------------------------------




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