<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
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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
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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
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INDEX TO EXHIBITS
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Exhibit
Number Description
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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.
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EXHIBIT 99.a
THRIFT PLAN FOR EMPLOYEES
OF ONEOK, Inc.
AND SUBSIDIARIES
AS AMENDED AND RESTATED JANUARY 1, 1999
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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
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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
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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
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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
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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
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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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
PARAGRAPH
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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ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
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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ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
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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ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
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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ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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