<PAGE> 1
Registration No. 33-_____
________________________________________________________________________________
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
Thrift Plan for Employees of ONEOK Inc. and Subsidiaries
______________________
ONEOK INC.
100 West Fifth Street, Tulsa, Oklahoma 74103
(Name of the issuer of the equity securities being offered pursuant
to the Plan and the address of its principal office)
DELAWARE 73-0383100
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
J. D. NEAL DONALD. A. KIHLE
Vice President, Chief Financial 100 West Fifth Street
Officer and Treasurer Suite 1000
100 West Fifth Street Tulsa, Oklahoma 74103
Tulsa, Oklahoma 74103 (918) 585-8141
(918) 588-7000
(Names, addresses, and telephone numbers of agents for service)
____________________
Appropriate date of commencement of proposed sale pursuant to the Plan: from
time to time after the effective date hereof.
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price(3) Fee
________________________________________________________________________________
________________________________________________________________________________
Common stock,
without par value 3,000,000 Shares $25.25 $75,750,000 $26,121
________________________________________________________________________________
Exhibits Index on Page 5.
<PAGE> 2
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests in the
Plan to be offered or sold pursuant to the employee benefit plan described
herein.
(1) Represents the estimated maximum amount of common stock of ONEOK Inc.
(hereinafter referred to as "Common Stock") which could be contributed
or acquired under the Thrift Plan for Employees of ONEOK Inc. and
Subsidiaries (hereinafter referred to as the "Plan") either directly
from ONEOK Inc. (hereinafter referred to as the "Company"), or from
purchases in the open market during the years of operation of the
Plan.
(2) Based on price of $25.25 per share of the Common Stock, the average
sales price of the Common Stock published in The Wall Street Journal
reports of the New York Stock Exchange Composite Transactions for June
19, 1996.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to employees as specified in Rule 428(b)(1). These documents
(and the documents incorporated by reference pursuant to Item 3 of Part II of
this Registration Statement) taken together, constitute the prospectus for
purposes of Section 10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company and the Plan hereby incorporate by reference in this Registration
Statement the following documents of the Company (SEC File No. 1-2572)
heretofore filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended August 31,
1995.
(b) All other reports filed by the Company or the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31,
1995, which includes the Company's Quarterly Reports on Form 10-Q
dated November 30, 1995, and February 29, 1996; and Current Report on
Form 8-K dated April 22, 1996.
(c) In addition, there is incorporated herein by reference all documents
filed subsequent to the date hereof, by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities have been
sold or which deregisters all securities then remaining unsold. Such
documents are deemed to be a part hereof from the date of filing of
such documents.
ITEM 4
DESCRIPTION OF SECURITIES
The following is a description of the Company's Common Stock.
Holders of ONEOK Inc. Common Stock are entitled to (1) vote for each share held
of record. Subject to the preferential rights of the holders of the
Corporation's Preferred Stock and Preference Stock, the holders of Common Stock
are entitled to receive any Dividends that may be declared by the Corporation's
Board of Directors from funds legally available therefor and to share pro rata
in the net assets of the Corporation upon liquidation. Holders of Common Stock
have no preemptive rights and no rights to convert their Common Stock into any
other securities of the Corporation. All outstanding shares of Common Stock
are fully paid and are not subject to calls or assessments. Each share of
Common Stock includes an associated preference stock purchase right (the Right)
under the Corporation's Shareholder Rights Plan, (the Rights Plan), which
entitles the holder of the Right, under certain circumstances specified in the
Rights Plan, to purchase one one-hundredth (1/100) of a share of Series A
Participating Preference Stock of the Corporation for each Right. Of the
Series A Preference Stock, a total of 200,000 shares have been reserved for
this purpose. The designation of the Rights is incorporated by reference into
this Prospectus.
3
<PAGE> 4
ITEM 5
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities which may be purchased under the Plan has been
passed upon by the firm of Arrington Kihle Gaberino & Dunn, Inc., 100 West
Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company. The
firm of Arrington Kihle Gaberino & Dunn, Inc., has reviewed the statements made
as to matters of law and legal conclusions under "Securities to be Offered" and
such statements are set forth in the documents which form a part of the
prospectus in reliance upon its authority as an expert.
ITEM 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article VIII of the bylaws of the Company, upon authorization and
determination either (1) by the board of directors by a majority of a quorum
consisting of directors who were not parties to the action, suit, or proceeding
involved; (2) if such a quorum is not obtainable, or even if obtainable and a
quorum of disinterested directors so directs, by independent counsel in a
written opinion; or (3) by the stockholders, the Company is obligated to
indemnify any person who incurs liability by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, or is or was
serving at its request as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, or as a
member of any committee or similar body, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. However, in an action by
or in the right of the Company, no indemnification will be made if such person
shall be adjudged to be liable to the Company, unless such indemnification is
allowed by a court of competent jurisdiction.
Under insurance contracts obtained by the Company, coverage of Company officers
and directors against liability for neglect, errors, omissions, or breaches of
duty in their capacities as such is provided for both the Company, to the
extent that it is obligated to indemnify such officers and directors, and the
officers and directors themselves. Such coverage is provided in the amount of
$75,000,000 with a retained limit by the Company of $250,000. The insurance
companies are obligated to pay covered losses in excess of the $250,000
retained limit, up to the policies' limits of $75,000,000. Among the policies'
exclusions are those which exclude coverage for accounting for profits made
within the meaning of Section 16(b) of the Securities Act of 1934, claims based
upon or attributable to directors and officers gaining any personal profit or
advantage to which such individuals are not legally entitled, and for any
claims brought about or attributable to the dishonesty of an officer or
director.
The registrant has been advised that, in the opinion of the Securities and
Exchange Commission, provisions providing for the indemnification by a
corporation of its officers, directors, and controlling persons against
liabilities imposed by the Securities Act of 1933 are against public policy as
expressed in said Act and are therefore unenforceable. It is recognized that
the above-summarized provisions of the registrant's bylaws and the applicable
Delaware General Corporation Law may be sufficiently broad to indemnify
officers, directors, and controlling persons of the registrant against
liabilities arising under said Act. Therefore, in the event that a claim of
indemnification against liability under said Act (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) shall be asserted by an officer, director, or controlling person
under said provisions, the registrant will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.
4
<PAGE> 5
ITEM 8
EXHIBITS
The following exhibits are attached hereto or incorporated by reference herein:
<TABLE>
<CAPTION>
Page Number or
Incorporation by
Reference to
----------------
<S> <C> <C>
(4)(a) Third Restated Certificate of
Incorporation of ONEOK Inc. Exhibit (3)(a) to
Annual Report on
Form 10-K dated
August 31, 1994
(4)(b) Bylaws of ONEOK Inc.,
as Amended Exhibit (3)(b) to
Annual Report on
Form 10-K dated
August 31, 1994
(5) Opinion of Arrington Kihle
Gaberino & Dunn, Inc.
(23)(a) Consent of Arrington Kihle
Gaberino & Dunn, Inc.
(23)(b) Independent Auditors' Consent
(24) Powers of Attorney (Included on
pages 8, 9, and 10)
(99) Thrift Plan for Employees of ONEOK Inc.
and Subsidiaries, as Amended and Restated
September 21, 1995
</TABLE>
5
<PAGE> 6
ITEM 9
UNDERTAKINGS
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(c) To include any material information with respect to
the Plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
Provided, however, that paragraphs a. (1) (a) and a.
(1) (b) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post- effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
b. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
c. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus
is sent or given, the latest Annual Report to Shareholders unless such
employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the Annual Report
of the registrant of the preceding fiscal year may be so delivered,
but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each such employee.
The undersigned registrant hereby undertakes to transmit or cause to
be transmitted to all employees participating in the Plan who do not
otherwise receive such material as stockholders of the registrant, at
the time and in the manner such material is sent to its stockholders,
copies of all reports, proxy statements, and other communications
distributed to its stockholders generally.
d. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
6
<PAGE> 7
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
7
<PAGE> 8
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma, on this 20th day of
June 1996.
ONEOK Inc.
By: LARRY BRUMMETT
------------------------------------
Larry Brummett, Chairman of the
Board, President, and Chief Executive
Officer
8
<PAGE> 9
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Larry
Brummett and J. D. Neal, or either of them, as attorneys-in-fact with full
power of substitution, to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this registration statement, including any and all post-effective
amendments and all instruments necessary or incidental in connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
certify that to the best of their knowledge and belief, the registrant meets
all the requirements for filing on Form S-8. This registration statement has
been signed below by the following persons in the capacities indicated in the
City of Tulsa and the State of Oklahoma, on this 20th day of June 1996.
LARRY BRUMMETT J. D. NEAL
- ------------------------------- -----------------------------
Larry Brummett J. D. Neal
Chairman of the Board, Vice President,
President, Chief Executive Chief Financial Officer, and
Officer, and Director Treasurer
E. G. ANDERSON B. H. MACKIE
- ------------------------------- -----------------------------
E. G. Anderson B. H. Mackie
Director Director
W. M. BELL D. A. NEWSOM
- ------------------------------- -----------------------------
W. M. Bell D. A. Newsom
Director Director
D. R. CUMMINGS G. D. PARKER
- ------------------------------- -----------------------------
D. R. Cummings G. D. Parker
Director Director
W. L. FORD J. D. SCOTT
- ------------------------------- ----------------------------- -
W. L. Ford J. D. Scott
Director Director
J. M. GRAVES G. R. WILLIAMS, M.D.
- ------------------------------- -----------------------------
J. M. Graves G. R. Williams, M.D.
Director Director
S. J. JATRAS S. L. YOUNG
- ------------------------------- -----------------------------
S. J. Jatras S. L. Young
Director Director
D. L. KYLE
- -------------------------------
D. L. Kyle
Director
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan has caused
this registration statement to be signed on its behalf by the undersigned in
their capacity as members of the Thrift Plan Committee, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma, on this 20th day of
June 1996.
THRIFT PLAN FOR EMPLOYEES OF
ONEOK INC. AND SUBSIDIARIES
LARRY BRUMMETT
- -------------------------------
Larry Brummett, Chairman
D. L. KYLE
- -------------------------------
D. L. Kyle, Member
J. D. NEAL
- -------------------------------
J. D. Neal, Member
N. E. DUCKWORTH
- -------------------------------
N. E. Duckworth, Secretary
L. F. FORE
- -------------------------------
L. F. Fore, Authorized
Representative and Fiduciary
The Plan does not have any officers or directors or persons performing similar
functions other than the committee members whose signatures appear above.
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number or
Exhibit Incorporation by
No. Description Reference to
- ------- ----------------------------- ----------------
<S> <C> <C>
(4)(a) Third Restated Certificate of
Incorporation of ONEOK Inc. Exhibit (3)(a) to
Annual Report on
Form 10-K dated
August 31, 1994
(4)(b) Bylaws of ONEOK Inc.,
as Amended Exhibit (3)(b) to
Annual Report on
Form 10-K dated
August 31, 1994
(5) Opinion of Arrington Kihle
Gaberino & Dunn, Inc.
(23)(a) Consent of Arrington Kihle
Gaberino & Dunn, Inc. (See Item 5)
(23)(b) Independent Auditors' Consent
(24) Powers of Attorney (Included on
pages 8, 9, and 10)
(99) Thrift Plan for Employees of ONEOK Inc.
and Subsidiaries, as Amended and Restated
September 21, 1995
</TABLE>
<PAGE> 1
EXHIBIT 5
LAW OFFICES
ARRINGTON KIHLE GABERINO & DUNN
<TABLE>
<S> <C> <C>
John L. Arrington, Jr. A Professional Corporation Thomas J. Kirby
Barry K. Beasley 1000 ONEOK Plaza Sheppard F. Miers, Jr.
Rebecca Brett 100 West Fifth Street Jennifer E. Mustain
Stuart D. Campbell Tulsa, Oklahoma 74103-4219 Michael V. Snyder
Patrick W. Cipolla -- John M. Sharp
C. Burnett Dunn (918) 585-8141 Sidney K. Swinson
John A. Gaberino, Jr. -- --
Vivian C. Hale Telecopier (918) 588-7873 Oklahoma City Office
Larry D. Henry 2212 NW 50th, Suite 163
Robert A. Huffman, Jr. Oklahoma City, OK 73112
J. Clarke Kendall II (405) 840-4408
Donald A. Kihle Telecopier (405) 843-9090
</TABLE>
June 20, 1996
ONEOK Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
Re: S-8 Registration Statement
Under the Securities Act of
1933, Relating to the Shares
of Common Stock of ONEOK Inc.
in Relation to the Thrift
Plan and Interests of the
Participants in the Thrift
Plan
Gentlemen:
We understand that ONEOK Inc., a Delaware corporation (hereinafter
referred to as the "Company"), will file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a Form S-8
Registration Statement relating to the registration of Plan interests, and
registration of shares of the Company's Common Stock with respect to the Thrift
Plan for Employees of ONEOK Inc. and Subsidiaries (the "Plan").
We have examined (a) the above-mentioned Registration Statement which
will be filed with the Securities and Exchange Commission; (b) the Third
Restated Certificate of Incorporation and Bylaws of the Company, as amended;
(c) the Thrift Plan for Employees of ONEOK Inc. and Subsidiaries and the
corporate actions taken by the Board of Directors in connection with the
Registration Statement and related matters; and (d) such other corporate
records, certificates of public officials and officers of the Company and other
documents as we have considered relevant to the matters covered by this
opinion.
In connection with the foregoing, as counsel for the Company, we wish
to advise you as follows:
<PAGE> 2
ONEOK Inc.
June 20, 1996
Page 2
1. The Company is a corporation validly organized and existing
under the laws of the State of Delaware and is duly qualified to do business as
a foreign corporation in the State of Oklahoma.
2. The filing of the above-mentioned Registration Statement has
been duly authorized by the proper corporate action on the part of the Company.
3. Assuming the Shares are being issued in compliance with the
terms and conditions of the Plan, when the certificates for the Shares have
been executed by the proper officer of the Company, countersigned by the
Transfer Agent and registered by the Registrar thereof, the certificates for
such Shares will represent, and the Shares will constitute, duly authorized,
legally issued, fully paid, non-assessable, valid and legal shares of the
Common Stock of the Company.
4. When an employee of the Company becomes a participant in the
Plan, such employee is thereby entitled to an interest in the Plan according to
the provisions of the Plan and the elections made by the participant from time
to time. Such interests in the Plan, when created in accordance with the
provisions of the Plan, will constitute legally issued, fully paid and
non-assessable interests except as may be set forth in the Plan.
The statements of law and legal conclusions made in the documents
constituting the prospectus furnished in connection with the Registration
Statement pertaining to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), have been reviewed by us and are correct. Where
appropriate, the Plan described in the documents constituting the prospectus
has been amended to comply with ERISA, and in such manner that such Plan, as
necessary, may be qualified under the provisions of the Internal Revenue Code
of 1986, as amended ("Code"). The Plan has been qualified under the Code. A
copy of the favorable determination letter from the Internal Revenue Service
("IRS") dated June 7, 1993, concerning the Plan has been considered. Since
that determination, amendments to that Plan have been made to restate the Plan
to conform to the requirements of ERISA and to the extent required by the
provisions of the Code and applicable regulations of the IRS affecting its
qualification. Subject only to the foregoing, it is our opinion that the
written documents comprising the Plan comply with ERISA and the Code.
We hereby consent to:
1. Being named in the Form S-8 Registration Statement and
documents constituting the prospectus which is being furnished, and in any
amendments thereto, as counsel for the Company, passing on legal matters in
connection with the issuance of the Common Stock to the Trustee under the Plan;
<PAGE> 3
ONEOK Inc.
June 20, 1996
Page 3
2. The making in the Form S-8 Registration Statement and
documents constituting the prospectus, and in any amendments thereto, of the
statements now appearing therein under the caption "interests of Named Experts
and Counsel," insofar as they are applicable to us; and
3. The filing of this opinion as an exhibit to the
above-mentioned Form S-8 Registration Statement.
Very truly yours,
ARRINGTON KIHLE GABERINO & DUNN, INC.
By /s/ DONALD A. KIHLE
-------------------------------------
Donald A. Kihle, President
<PAGE> 1
EXHIBIT (23)(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
ONEOK Inc.
We consent to the incorporation by reference herein of our report on
the Consolidated Financial Statements of ONEOK Inc. as of August 31, 1995 and
1994, and for each of the years in the three-year period ended August 31, 1995,
which report appears in the August 31, 1995, Annual Report on Form 10-K of
ONEOK Inc. Our report refers to a change in the method of accounting for
certain postemployment and postretirement benefit obligations.
Tulsa, Oklahoma
June 18, 1996
<PAGE> 1
EXHIBIT 99
THRIFT PLAN FOR EMPLOYEES
OF ONEOK Inc.
AND SUBSIDIARIES
AS AMENDED TO SEPTEMBER 21, 1995
<TABLE>
<CAPTION>
Page
ARTICLE Number
------- ------
<S> <C> <C>
I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
II. ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2. Commencement of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3. Participation Voluntary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4. Confirmation of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5. Duration of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6. Reentry of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7. Breaks in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8. Maternity and Paternity Absences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9. Eligibility in Case of Merger,
Consolidation, or Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
III. CONTRIBUTIONS FOR PARTICIPANT
401(k) SALARY REDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1. Company 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2. Cash or Deferral Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3. Time of Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
IV. AFTER-TAX PARTICIPANT CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
1. Percentage of After-Tax
Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2. Change of Percentage of After-Tax
Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3. Deposit by Payroll Deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4. Transfer to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
V. ROLLOVERS, TRANSFERRED ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
1. Rollover from Other Plans
of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2. Trust to Trust Transfers from
Other Plans of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3. Direct Rollovers From Qualified
Plans of Other Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4. Direct Rollovers to IRAs and Qualified
Plans; Withholding of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>
<PAGE> 2
PLAN INDEX - Continued
<TABLE>
<CAPTION>
Page
ARTICLE Number
------- ------
<S> <C> <C>
VI. SUSPENSION OF SALARY REDUCTIONS, DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
1. Suspension of Reduction in
Compensation or After-Tax Deposits
by Participant for Deficiency
in Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2. Voluntary Suspension of Reduction
in Compensation or After-Tax
Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
VII. COMPANY MATCHING CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
1. Company Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2. Participant's Matching
Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3. Re-entry of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
VIII. LIMITATIONS ON CONTRIBUTIONS AND
ANNUAL ADDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
2. Elective Reduction in Compensation
Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3. Actual Deferral Percentage
Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4. Limitations on Company Matching
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5. Separate Application of
Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6. Multiple Use of Alternative
Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7. Maximum Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8. No Return or Diversion of
Contributions Except for Mistake . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9. Distribution of Excess Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10. Excess 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11. Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12. Qualified Nonelective and
Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13. Plan Not Dependent Upon Earnings; Company
Contributions Limited to Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14. Maximum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>
<PAGE> 3
PLAN INDEX - Continued
<TABLE>
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IX. INVESTMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
1. Participant Directed Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2. Change in Participant's
Investment Direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3. Sale of Investments at
Participant Direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
4. Time of Action by Trustee
on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5. Participant Rights as to Options,
Rights, and Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6. Redemption of Nontransferable
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7. Manner of Holding Cash and Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9. Tender Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10. No Guarantee or Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
X. CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
1. General Charges and Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
2. Calculation of Charges and Credits
to Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
3. Commissions, Taxes, and Charges on
Security Purchases and Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
4. Investment Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5. Calculation of Credits for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
XI. VESTING AND LIQUIDATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
1. Vesting of Participant and
Company Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
2. Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
3. Distribution of Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
4. Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5. Participant Election to Defer Distribution . . . . . . . . . . . . . . . . . . . . . . . . 56
6. Sequence of Deferred Distribution
of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7. Deferred Distribution at Age 70 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
8. Distribution of Deferred Accounts
at Death of Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
9. Mandatory Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10. Form of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11. Qualified Domestic Relations Orders:
Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>
<PAGE> 4
PLAN INDEX - Continued
<TABLE>
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XII. WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS . . . . . . . . . . . . . . . . . . . . . . . . . 61
1. Withdrawals from 401(k)
Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
2. Participant Withdrawals of After-Tax
Participant Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
3. Participant Withdrawals of Matching
Contributions or Other Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
4. Sequence of Permitted Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5. Frequency for Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
6. Voluntary Withdrawal After Age 59 1/2 . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
7. Distributions in Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8. Participant Loan Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
9. No Withdrawal of Loan Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10. No Withdrawal of Deferred Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
11. Suspension During Approved Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . 69
12. Effect of Termination or
Suspension of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
13. No Forfeiture for Suspension or Termination . . . . . . . . . . . . . . . . . . . . . . . . 69
14. Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
15. Valuation of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
XIII. BENEFICIARIES IN THE EVENT OF DEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
1. Surviving Spouse as Primary Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . 71
2. Election and Consent to Alternate
Beneficiary or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
3. Designation of Beneficiary or
Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
4. Payment and Distribution to Beneficiary
or Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
XIV. SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
XV. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
1. Thrift Plan Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
2. Trust and Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
3. Plan Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
4. Action by Thrift Plan Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
5. Costs of Plan Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
6. Uniform and Nondiscriminatory
Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
7. Summary Plan Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
8. Recognition of Agency Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
9. Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
10. Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
11. ONECU Maintenance of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
</TABLE>
<PAGE> 5
PLAN INDEX - Continued
<TABLE>
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XVI. NOTICES AND OTHER COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
1. Delivery of Notices and Other
Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
2. Delivery of Communications by
Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
XVII. NON-ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
2. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
3. Qualified Domestic Relations Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
XVIII. TERMS OF EMPLOYMENT UNAFFECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
XIX. CONSTRUCTION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
XX. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
XXI. TOP-HEAVY RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
1. Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
2. Rate of Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
3. Top-Heavy Status Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
4. Top-Heavy Contribution Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
5. Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
6. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
XXII. TRANSFERRED PLAN ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
2. Separate Accounting and Accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
3. Other Plan Provisions Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
4. ONEOK Drilling Plan Transferred
Account Annuity Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
5. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
6. Consent of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
7. Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
8. Qualified Joint and Survivor Annuity;
Qualified Preretirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . 98
9. Notices; Waiver Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
10. Definitions; and Applicable Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
</TABLE>
<PAGE> 6
PLAN INDEX - Continued
<TABLE>
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XXIII. MODIFICATION AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
1. Amendment and Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
2. Limit to Effect of Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
3. Participant Rights in Case of
Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
4. Nonforfeitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
5. Termination Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
</TABLE>
<PAGE> 7
THRIFT PLAN FOR EMPLOYEES
OF ONEOK Inc.
AND SUBSIDIARIES
AS AMENDED TO SEPTEMBER 21, 1995
INTRODUCTORY STATEMENT
This Plan is an amendment, restatement, and continuation of the Thrift
Plan for Employees of ONEOK Inc. and Subsidiaries. This amended and restated
Plan replaces all prior documents and amendments, and is effective as of the
Effective Date determined by the Board of Directors of ONEOK Inc. and its
subsidiaries. This Plan has also been adopted and is maintained by ONEOK
Employees Credit Union for the exclusive benefit of its eligible employees.
The purposes of the Plan and the Trust established thereunder are to
provide for deferred compensation and benefits for eligible employees through a
qualified profit-sharing plan under the Internal Revenue Code of 1986,
following the consolidation and merger of the ONEOK Inc. and Subsidiaries
Employee Savings Plan (Employee Savings Plan) with this Plan, the amendment and
restatement of the Plan, and the merger and consolidation of the trust under
the Employee Savings Plan with the trust of this Plan, in conjunction with the
amendment and restatement of this Plan.
-1-
<PAGE> 8
ARTICLE I
DEFINITIONS
As used in this Plan, unless otherwise required by the context, the following
words and phrases shall have the meanings indicated:
PARAGRAPH
<TABLE>
<S> <C> <C>
A. Accrued Benefit The balance of all accounts established and maintained for a Participant
pursuant to this Plan. A Participant's Accrued Benefit from Company
contributions as of any applicable date is the excess, if any, of the
Accrued Benefit of such Participant as of such date over the Accrued
Benefit of such Participant derived from contributions made by such
Participant on such date; and the Accrued Benefit derived from
contributions made by a Participant as of any applicable date is the
balance of the Participant's Accounts consisting only of his/her
contributions and the income, expenses, gains and losses attributable
thereto.
B. Actual Deferral The Actual Deferral Percentage for a specified group of Employees (either
Percentage Highly Compensated Employees or all other Employees eligible to participate
in this Plan who are not Highly Compensated Employees) for a Plan Year is the
average of the ratios, calculated separately for each employee in such group,
of the amount of the Employer's 401(k) Contribution paid on behalf of each such
Employee for the Plan Year to such Employee's Compensation for the Plan Year.
The Employer may, from time to time in its discretion, and to the extent
permitted by Section 401(k) of the Code, calculate such ratios by adding to the
401(k) Contribution for such Employee the Matching Contribution paid for the
benefit of such Employee and qualified nonelective contributions (within the
meaning of Code Section 401(m)(4)(C)).
C. After-Tax The deposits and contributions of Participants made to this Plan pursuant
Participation Deposits to paragraph 1. of Article IV.
</TABLE>
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<PAGE> 9
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
D. 401(k) Contribution The amount contributed by the Company in accordance with paragraph 1. of
Article III.
E. 401(k) Contribution The account of a Participant established and maintained for 401(k)
Account Contributions of the Company made for such Participant in accordance with
paragraph 2. of Article III.
F. Board or Board of The Board of Directors of the Company.
Directors
G. Code The Internal Revenue Code of 1986, as amended.
H. Committee The Thrift Plan Committee created by paragraph 1. of Article XV hereof.
I. Company ONEOK Inc. and Subsidiaries, Delaware corporations. Only Salaried
Employees of ONEOK Drilling Company shall be considered as eligible
employees of the Company for the purposes of participation in this Plan.
J. Company Matching The matching contribution made by the Company pursuant to Article VII of
Contributions the Plan with respect to the Reductions in Compensation and After-Tax
Participant Deposits of the Participant.
K. Compensation The regular basic wage or salary paid to a Participant by the Company
before any payroll deductions for taxes or any other purpose, but
excluding (1) bonuses, (2) commissions, (3) awards, (4) military leave
pay, (5) premium, auxiliary, or other special pay, (6) overtime pay for
work performed in excess of the basic forty (40)-hour workweek or excess
hours scheduled for a regular workday, (7) increased wages or salary
resulting from temporary promotion, upgrading, or transfer of whatever
duration to a higher-paid job or classification, and (8) contributions by
the Company under any fringe benefit plan or for any other purpose,
provided that any reduction in salary elected and deferred by
</TABLE>
-3-
<PAGE> 10
ARTICLE I - DEFINITIONS
<TABLE>
<S> <C>
PARAGRAPH
---------
K. Compensation the Participant under the cash or deferred arrangement of Article III of
(Continued) the Plan or under Code Sections 125 and 402(a)(8) pursuant to the employee
benefit plans of the Company shall be included in determining compensation
hereunder; and provided, further, that the annual compensation of each
Participant taken into account under this Plan for any year shall not exceed
two hundred thousand dollars ($200,000) in the years beginning after December
31, 1988, and before January 1, 1994, (such two hundred thousand dollars
($200,000) amount to be adjusted to reflect increases in the cost-of- living
in accordance with Code Sections 401(a)(17) and 415(d)). In addition to other
applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual compensation of each Employee taken into account
under the Plan shall not exceed the OBRA '93 annual compensation limit. The
OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner
of the Internal Revenue Service for increases in the cost-of-living in accordance
with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for
a calendar year applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than 12 months, the OBRA
'93 annual compensation limit will be multiplied by a fraction, the numerator
of which is the number of months in the determination period, and the denominator
of which is 12. For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Section 401(a)(17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this provision.
If compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
compensation for that prior determination
</TABLE>
-4-
<PAGE> 11
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
K. Compensation period is subject to the OBRA '93 annual compensation limit in effect for
(Continued) that prior determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or after
January 1, 1994, the OBRA '93 annual compensation limit is one hundred
thousand dollars ($150,000). In determining the compensation of a Participant
for purposes of such dollar limitation. If any individual is a member of the
family of such Participant, such individual shall not be considered a separate
Employee; and any compensation paid to such individual shall be treated as if
it were paid to (or on behalf of) such Participant, with the term "family"
for such purpose meaning the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before the
close of the year.
L. Consolidated Plan The effective date of the consolidation and merger of this Plan and the
Effective Date Trust with the ONEOK Inc. and Subsidiaries Employee Savings Plan, which shall
be January 1, 1988.
M. Designation Date The initial Designation Date under the Plan of January 1, 1988, then
March 1, 1988, then September 1, 1988, and each March 1 and September 1
thereafter, at which times a Participant's designation of his/her
election to defer receipt of cash compensation and/or to make after-tax
payroll deposits hereunder shall become or remain effective until the
next Designation Date.
N. Dividends All cash, stock, rights or other property distributed by the Company pro
rata to holders of any class of its capital stock.
</TABLE>
-5-
<PAGE> 12
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
O. Effective Date The date upon which the Plan initially became effective as determined by
the Board of Directors in the manner provided in
Article XX hereof.
P. Elective Deferrals With respect to any taxable year, the sum of (i) any employer
contribution under a qualified cash or deferred arrangement (as defined
in Code Section 401(k)) to the extent not includible in gross income for
the taxable year under Code Section 402(a)(8) (determined without regard
to Code Section 402(g)), (ii) any employer contribution to the extent not
includible in gross income for the taxable year under Code Section
402(h)(1)(B) (determined without regard to Code Section 402(g)), and
(iii) any employer contribution to purchase an annuity contract under
Code Section 403(b) under a salary reduction agreement (within the
meaning of Code Section 3121(D), except as provided in Code Section
402(g)(3)).
Q. Employee Any person employed by the Company, including Officers and others engaged
in the management of the business provided they are in active service
with the Company, but not including Directors who are not Officers of the
Company; and not including Independent Contractors or Leased Employees;
provided that an employee of ONEOK Drilling Company who is not a Salaried
Employee is excluded and not considered an Employee under this Plan.
R. Employee Contribution An amount to be separately accounted for and maintained for each
Account Participant to which all Participant After-Tax Deposits (other than those
accounted for and maintained as his/her Separate Section 72(e)(9) Employee
Contribution Account), and all earnings, income, expenses, gains, and
losses attributable thereto shall be charged and credited pursuant to
paragraphs 1. and 2. of Article X.
</TABLE>
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<PAGE> 13
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
S. Employer Contribution An amount to be separately accounted for and maintained for each Participant
Account to which all Company contributions for such Participant and all earnings,
expenses, gains, and losses attributable thereto shall be charged and credited.
T. Excess Deferrals Any amount of Elective Deferrals of any Participant which is included in
such Participant's gross income pursuant to the limitation on the
exclusion of such Elective Deferrals provided in Code Section 402(g)(1).
U. Highly Compensated Any Employee eligible to participate in this Plan who during the Determination
Employee Year or the Look-Back Year (i) was at any time a five-percent (5%) owner, (ii)
received compensation from the Company in excess of seventy-five thousand
dollars ($75,000) (as adjusted by the Secretary of Treasury for increases in
cost-of-living), (iii) received compensation from the Company in excess of
fifty thousand dollars ($50,000) (as adjusted by the Secretary of Treasury
for increases in cost-of-living), and was in the top-paid group of Employees
for such year, or (iv) was at any time an officer and received compensation
greater than 50 percent (50%) of the amount in effect under Code Section
415(b)(1)(A) for such year. In the case of the year for which the
relevant determination is being made, an Employee not described in (ii),
(iii), or (iv) for the Look-Back Year (without regard to this paragraph)
shall not be treated as described in (ii), (iii), or (iv), above, unless
such Employee is a member of the group consisting of the one hundred
(100) employees paid the greatest compensation during the year for which
such determination is being made. An Employee shall be treated as a
five-percent (5%) owner for any year if at any time during such year such
Employee was a five-percent (5%) owner (as defined in Code Section
416(i)(1)) of the Company. An Employee is in the top-paid
</TABLE>
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<PAGE> 14
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
U. Highly Compensated group of Employees for any year if such Employee is in the group consisting
Employee (Continued) of the top twenty percent (20%) of the Employees when ranked on the basis of
compensation paid during such year.
For purposes of this paragraph, no more than fifty (50) Employees (or, if
lesser, the greater of three (3) Employees or ten percent (10%) of the
Employees) shall be treated as officers.
If for any year no officer of the Company is described in (iv), above,
the highest paid officer of the Company for such year shall be treated as
described in such paragraph.
If any individual is a member of the family of a five-percent (5%) owner
or of a Highly Compensated Employee in the group consisting of the ten
(10) Highly Compensated Employees paid the greatest compensation during
the year, then such individual shall not be considered a separate
Employee, and any compensation paid to such individual (and any
applicable contribution or benefit on behalf of such individual) shall be
treated as if it were paid to (or on behalf of) the five-percent (5%)
owner or Highly Compensated Employee. For purposes of this paragraph,
the term "family" means, with respect to any Employee, such Employee's
spouse and lineal ascendants or descendants and the spouses of such
lineal ascendants or descendants.
For purposes of this paragraph and its application to the Plan, the term
"Determination Year" shall mean the applicable Plan Year of the Plan, and
the term "Look-Back Year" shall mean the calendar year ending with or
within the Determination Year.
For purposes of this paragraph, a former Employee shall be treated as a
Highly Compensated Employee if such former Employee
</TABLE>
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<PAGE> 15
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
U. Highly Compensated was a Highly Compensated Employee when such former Employee separated from
Employee (Continued) service with the Company, or such former Employee was a Highly Compensated
Employee at any time after attaining age fifty-five (55).
For purposes of this paragraph, the term "compensation" means
compensation within the meaning of Code Section 415(c)(3), determined
without regard to Code Sections 125, 402(a)(8) or 402(h)(l)(B), and in
the case of Employer contributions made pursuant to a salary reduction
agreement without regard to Section 403(b).
V. Hours of Service All hours for which the Employee is either directly or indirectly
compensated by the Company for performing duties for the Company. These
hours are to be credited to the Employee in the computation period during
which the duties were performed and not when paid. The determination of
the Hours of Service for reasons other than the performance of duties
shall be made in accordance with Section 2530.200b-2(b) of the Department
of Labor regulations. The determination of the computation to which the
Hours of Service are credited shall be made in accordance with Section
2530.200b-2(c) of Department of Labor regulations. Credit is also to be
given for each hour of back pay for which back pay has been awarded or
agreed to by the Employer, and these hours are to be credited to the
Employee in the computation period during which the duties were performed
and not paid. An Employee should be credited with Hours of Service for
any customary period of work based upon a forty (40)-hour week or pro
rata portion thereof, during which the Employee is absent for any
authorized reason in accordance with established Company policy and
procedure, is laid off for a temporary period, is on a Company-approved
leave of absence, or sick or disability leave, is on jury or military
</TABLE>
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<PAGE> 16
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
V. Hours of Service duty, or is not working due to a labor-management dispute. The clause
(Continued) shall be construed so as to resolve any ambiguities in favor of crediting
Employees with Hours of Service.
W. Independent Contractor Any person, exercising and engaging in a business or occupation separate
from and independent of the Company, who by mutual agreement with the
Company is not to be otherwise treated as an Employee for payroll,
compensation, employee benefits, or similar purposes, and who is engaged
or contracted to perform a certain job or services for the Company, but
according to his/her own methods, and without being subject to the
control or supervision of the Company, except as to specification of the
product or result of his/her work or services for which he/she is
contracted.
X. Leased Employee A person who otherwise is not an Employee, but who provides services for
the Company and such services are provided pursuant to an agreement
between the Company and any other person (leasing organization), and such
person has performed such services for the Company (or for the Company
and a related person, as defined in Code Section 144(a)(3)) on a
substantially full-time basis for at least one (1) year (six (6) months
in the case of core health benefits, if any, under the Plan), and such
services are of a type historically performed in the business field of
the Company by employees.
Y. Matching Contribution The average of the ratios (calculated separately for each Employee in such
Percentage group) of (i) the sum of the Company Matching Contributions and Participant
After-Tax Deposits paid under the Plan on behalf of each such Employee for
the Plan Year, to (ii) the Employee's Compensation (within the meaning of
Code Section 414(s) for such Plan Year; with the Company having the election
to
</TABLE>
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<PAGE> 17
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
Y. Matching Contribution take into account (in computing such percentage) elective deferrals and
Percentage (Continued) qualified nonelective contributions (as defined in Code Section 401(m)(4)(C)
under this Plan or any other plan of the Company, to the extent allowed by
regulations.
Z. ONECU ONEOK Employees Credit Union, a credit union organized and chartered
under the laws of the State of Oklahoma, which has adopted and maintains
this Plan for the exclusive benefit of its eligible employees and their
beneficiaries.
AA. One-Year Break A twelve (12)-consecutive-month period of time commencing on any
in Service anniversary date of original employment and ending twelve (12)
consecutive months thereafter, during which the Employee has
not completed more than five hundred (500) Hours of Service.
AB. Participant An Employee who has satisfied the eligibility requirements of the Plan
and has elected to participate in the Plan.
AC. Participant's Accounts All cash and other assets held by the Trustee under the Plan in the
accounts maintained under the Trust for the particular Participant.
AD. Plan This Thrift Plan for Employees of ONEOK Inc. and Subsidiaries and the
prior Thrift Plan and Employee Savings Plan, which were predecessors by
merger and consolidation to this Plan.
AE. Plan Year A twelve (12)-month period commencing on September 1 of each year and
ending on the subsequent August 31.
AF. Pre-1987 Employee That part of a Participant's Employee Contribution Account
Contribution Account which existed and remained unwithdrawn on December 31, 1986.
Balance
</TABLE>
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<PAGE> 18
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
AG. Reduction in The reduction in Compensation payable to the Employee by the
Compensation Company which is elected voluntarily by the Employee under
paragraph 1. of Article III.
AH. Salaried Employee An Employee whose basic rate of compensation or pay, as stated in the
payroll records of the Company, is a fixed monthly or annual salary and
not an hourly rate of pay for services performed.
AI. Separate Section 72(d) An amount to be separately accounted for and maintained for each
Employee Contribution Participant to which all Participant After-Tax Deposits made
Account after January 1, 1988, shall be allocated and credited, and to which
all earnings, income, expense, gains, and losses attributable thereto
shall be separately charged and credited after that date pursuant to
paragraphs 1. and 2. of Article X, and Code Section 72(d).
AJ. Transferred 401(k) The account of a Participant in this Plan which is transferred to and made
Account a part of the Trust of this Plan incident to the merger and consolidation
of such Trust with the Trust of Part B of the ONEOK Inc. and Subsidiaries
Employee Savings Plan, as provided in paragraph 2. of Article V.
AK. Retained Participant The account of a Participant in this Plan which is or has been retained in
Account the Trust of this Plan by the election of a former Participant in Part A of
the ONEOK Inc. and Subsidiaries Employee Savings Plan pursuant to paragraph
2. of Article V.
AL. Trust The Trust established for the receiving, holding, investing, and
disposing of the Participant deposits, Company contributions, and any
earnings thereon under this Plan, and any predecessor plan.
AM. Trustee The Trustee under the Plan hereinafter named in paragraph 2. of Article
XV or any successor to said Trustee.
</TABLE>
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<PAGE> 19
ARTICLE I - DEFINITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
AN. Year of Service A twelve (12)-month period, beginning on the date the Employee Commenced
employment with the Employer and ending twelve (12) months thereafter, or
any subsequent twelve (12)-month period beginning on any anniversary of
the employment commencement date and ending twelve (12) months
thereafter, during which an Employee has completed at least one thousand
(1,000) Hours of Service. Provided that, upon employment by the Company,
for purposes of determining an Employee's eligibility to participate in
the Plan, and subject to the foregoing definition of a Year of Service, a
Year of Service with any member of a controlled group (as described in
Section 414(b) of the Internal Revenue Code of 1986, or similar
provisions in succeeding enactments) of which the Company is also a
member shall be deemed to be a Year of Service with the Company, whether
or not such other member of the controlled group shall have adopted this
or any other Plan.
</TABLE>
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<PAGE> 20
ARTICLE II
ELIGIBILITY AND PARTICIPATION
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Eligibility Except as hereinafter otherwise provided, participation in the Plan shall
be open to any Employee upon and after his/her commencement of employment
with the Company; provided, that Company Matching Contributions shall be
made only upon completion of one (1) Year of Service as provided in
Article VII of the Plan. An Employee in active employment at the
effective date of any amendment of the Plan who would have been eligible
to participate at an earlier date under the previous Plan provisions
governing eligibility and time of service, shall become eligible at such
earlier date. Any Employee eligible to participate in a qualified
pension or profit-sharing plan of the Company from which a rollover or
trust to trust transfer is approved, or with which a merger and
consolidation is approved, shall be eligible to participate in this Plan;
provided, that eligibility for participation of Salaried Employees of
ONEOK Drilling Company shall be deemed to have commenced on January 1,
1985. The Plan shall not have a maximum age condition or limitation on
participation, shall not exclude from participation (on the basis of age)
any Employees who have attained any specified age; and allocations to a
Participant's Account under the Plan shall not be ceased, and the rate at
which amounts are allocated to a Participant's Account shall not be
reduced because of the attainment of any age; provided, that such
requirements relating to no maximum age for participation and accrual of
benefits shall be coordinated to the extent provided in Treasury
Regulations with the requirements of Code Sections 404, 410, and 415, and
the Code provisions precluding discrimination in favor of Highly
Compensated Employees.
2. Commencement of An Employee who is eligible on or before the Consolidated Plan Effective
Participation Date of the Plan
</TABLE>
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<PAGE> 21
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Commencement of may commence his/her initial Participation therein as of that date.
Participation Any other eligible Employee may commence initial participation as of
(Continued) the first day of the calendar month next following the month in which
he/she becomes eligible; provided, however, that no Employee who is on
authorized leave of absence on the date he/she becomes eligible may
commence to participate in the Plan until the first day of the calendar
month following his/her return to active service; and provided, further,
that such Employee may in any event participate in the Plan not later
than the earlier of the first day of the Plan Year after such Employee
has met the requirements for eligibility under this Plan, or six (6)
months after the day such requirements are met. Any eligible Employee
who does not commence to participate in the Plan on the earliest date
when he/she is eligible to do so may thereafter commence participation
as of the first day of the calendar month following the month in which
he/she elects to participate and makes application to do so to the Company.
Commencement of participation in the Plan by an eligible Employee shall be
accomplished by his/her election to make deposits or a Reduction in
Compensation, as hereinafter provided.
3. Participation Voluntary Participation in the Plan by eligible Employees shall be voluntary. A
Participant may become temporarily ineligible to participate in the event
of termination or suspension of his/her participation pursuant to the
terms of the Plan.
4. Confirmation of Each Employee at the time of becoming a Participant in the Plan shall be
Participation given a copy of the Plan as effective at that time, and as a condition of
participation he/she shall sign an instrument in form prescribed by the
Committee evidencing the fact that he/she accepts and agrees to all the
provisions of
</TABLE>
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<PAGE> 22
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
<TABLE>
<S> <C> <C>
4. Confirmation of the Plan, and the Committee may require the consent of the spouse of the
Participation Participant if the Participant is married and the primary beneficiary
(Continued) designated is not the spouse of the Participant.
5. Duration of After an Employee has satisfied the eligibility requirements and has
Participation elected to participate in the Plan, participation in the Plan shall
continue until the employer-employee relationship is terminated between
the Company and the Participant, except as provided in the case of
voluntary or involuntary Participant suspension or voluntary or involuntary
Plan termination.
6. Reentry of Participant If a former Participant whose employment has terminated shall be rehired
as an Employee, he/she shall be entitled to reenter the Plan as a
Participant on the first day of the month next following such
reemployment.
7. Breaks in Service If an Employee who has not satisfied the eligibility requirements of the
Plan and whose employee relationship with the Company has been
terminated, is subsequently reemployed, he/she shall again be eligible
participate in the Plan, and to commence to participation in accordance
with paragraphs 1. and 2. of this Article II. Notwithstanding the
foregoing eligibility provisions, or any other provisions of this Plan,
an Employee's prior Years of Service shall always be considered in
determining the satisfaction of the eligibility requirements if such
termination period is not a period of consecutive One (1)-year Breaks in
Service which equals or exceeds the greater of five (5), or the aggregate
number of Years of Service before such termination period. If any Years
of Service are not required to be taken into account by reason of a
period of Breaks in Service to which the foregoing provisions of this
paragraph 7. apply, such Years of Service shall not be taken into
</TABLE>
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<PAGE> 23
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
<TABLE>
<S> <C> <C>
7. Breaks in Service account in applying such provisions to a subsequent period of Breaks
(Continued) in Service.
8. Maternity and Paternity Any period of absence from work, not exceeding the hours described in
Absences subparagraphs a. and b., below, by an Employee for any period by reason
of the pregnancy of the Employee; by reason of the birth of a child of
the Employee; by reason of the placement of a child with the Employee in
connection with the adoption of such child by the Employee; or for the
purpose of caring for such child for a period beginning immediately
following such birth or placement shall be treated as Hours of Service,
solely for purposes of determining whether a One (1)-year Break in Service
has occurred with respect to Years of Service for purpose of eligibility
for participation in this Plan. The Hours of Service described in this
paragraph 8. are:
a. the Hours of Service which otherwise would normally have been
credited to such Employee but for such absence, or
b. in any case where the Committee is unable to determine the hours
described in subparagraph a., above, eight (8) hours per normal
workday of service, except that the total number of hours treated as
Hours of Service under this paragraph 8. shall not exceed five
hundred one (501) hours.
Provided, that no credit will be given pursuant to this paragraph 8.
unless the individual furnishes to the Committee such timely information
as it may reasonably require to establish that the absence from work is
for reasons referred to hereinabove, and the number of days for which
there was such absence.
The hours described in this paragraph 8. shall be treated as Hours of
Service only
</TABLE>
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<PAGE> 24
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Maternity and Paternity in the year in which the absence from work begins, if an Employee would be
Absences (Continued) prevented from incurring a One (1)-year Break in Service in such year solely
because the period of absence is treated as Hours of Service as hereinabove
provided; or in any case, in the immediately following year. For purposes
of application of the foregoing rules in this paragraph 8. the term "year"
means the twelve (12)-month period beginning on the first day of employment
with the Company and each anniversary thereof.
9. Eligibility in Case of The Board of Directors, or the Committee at the Board of Directors' direction,
Merger, Consolidation shall determine on a uniform and nondiscriminatory basis, in accordance with
or Acquisition any agreement to which the Company shall be a party, or by which it shall
be bound, and in a manner not inconsistent with law, which persons, if
any, who become employees of the Company as a result of a merger or
consolidation or the acquisition of a substantial portion of the assets
or stock of a corporation shall be eligible for participation in this
Plan.
Where in connection with a merger, consolidation, or acquisition of
assets, property or stock by the Company from or of another corporation
or entity, individuals who were employees of such other corporation or
entity become Employees of the Company, the Board of Directors, or the
Committee at the Board of Directors' direction, shall determine on a
uniform and nondiscriminatory basis, in accordance with any agreement to
which the Company shall be a party, or by which it shall be bound, and in
a manner not inconsistent with law, whether employment with such other
corporation or entity preceding such transaction or the Company's
acquisition of stock of, or property from it, shall be deemed to be
employment for eligibility purposes under this Plan; provided, that the
determination of deemed
</TABLE>
-18-
<PAGE> 25
ARTICLE II - ELIGIBILITY AND PARTICIPATION
PARAGRAPH
<TABLE>
<S> <C> <C>
9. Eligibility in Case of service for eligibility or similar determinations in any particular
Merger, Consolidation instance of the acquisition of stock or assets by the Company pursuant
or Acquisition to the foregoing provisions of this paragraph 9., shall not be
(Continued) effective or control with respect to the employees of any other
corporation in any prior or subsequent acquisition of stock or
assets of another corporation by the Company.
</TABLE>
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<PAGE> 26
ARTICLE III
CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Company 401(k) The Company shall contribute to the Trust for each Plan Year,
Contributions that portion of the Net Earnings of the Company for that year
equal to the amount of the Reduction in Compensation elected and
agreed to by each Participant pursuant to paragraph 2. of this Article
III. This contribution shall be the Company's 401(k) Contribution.
2. Cash or Deferral a. Each Employee who is a Participant in this Plan may elect a Reduction
Election in Compensation in an amount not in excess of the lesser of fourteen
percent (14%) of his/her Compensation or seven thousand dollars ($7,000)
for his/her taxable year, subject to adjustments as provided in Code
Section 402(g)(5). The amount of such Reduction in Compensation shall be
deferred and become the Company's 401(k) Contribution for such Participant;
provided that to the extent an elected Reduction in Compensation of
a Highly Compensated Employee causes the limitations under paragraph
3. or 7. of Article VIII to be exceeded, the election shall not
become effective for the excess amount and it shall be paid to the
Highly Compensated Employee in cash. If necessary to meet the
limitations of paragraphs 2., 3., or 7. of Article VIII, a
Participant's Reduction in Compensation, and the Company's 401(k)
Contribution shall be reduced in the manner determined by the
Committee, and this may include, without limitation, reducing the
percentage of highest elected Reductions in Compensation of
Participants then in effect until such limitations are not exceeded.
In case the amount and percentage of a Participant's elected
Reduction in Compensation must be so reduced, such reduction shall
be to the next lower full
</TABLE>
-20-
<PAGE> 27
ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
<TABLE>
<S> <C> <C> <C>
2. Cash or Deferral percentile below the permissible limitation percentage, and shall
Election (Continued) remain in effect until the next succeeding Designation Date, subject
to any further adjustment necessary to meet such limitations under
paragraphs 2., 3., or 7. of Article VIII.
b. Each Participant in this Plan may elect a Reduction in Compensation
by signing and filing with the Committee a written election and
agreement in the form specified and furnished to the Participant by
the Committee in accordance with such rules and regulations as it
may prescribe.
c. Participant elections of Reduction in Compensation shall specify the
whole percentage of the Participant's Compensation which the
Participant elects not to receive in cash and to defer as his/her
Reduction in Compensation. Elections by Participants shall be stated
in full percentiles of the Participant's Compensation. The 401(k)
Contribution based upon a Participant's percentage of Reduction in
Compensation shall be rounded down to the nearest whole dollar
amount.
d. A Participant's election of a Reduction in Compensation in the Plan
after the Consolidated Plan Effective Date shall be effective as of
the dates of commencement of participation specified in paragraph 2.
of Article II; provided, that any Employee who does not commence
participation on or before the Designation Date next following
his/her initial date of eligibility may only elect a Reduction in
Compensation to be effective as of a subsequent Designation Date.
</TABLE>
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<PAGE> 28
ARTICLE III - CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Cash or Deferral e. The Reduction in Compensation elected by a Participant shall remain
Election (Continued) in effect until changed by the Participant's filing a change of
election in the form prescribed by the Committee. A Participant my
change his/her Reduction in Compensation only on a Designated Date.
A Participant's change of election may designate a different percentage
of Reduction in Compensation, subject to the terms and conditions of the
Plan; and may state that the Participant elects no Reduction in Compensation
and deferral after the Designation Date until he/she makes a
subsequent change of election hereunder. Change of election forms
may be obtained by Participants and filed by Participants at any
time, but shall be effective only as of the Designation Date next
following the date of the filing of such change of election with the
Committee.
3. Time of Contribution The Company shall make payment of its contributions to the Trust under
the terms of this Article III periodically within a reasonable period of
time following each payment of Compensation to Participants at which time
they shall become subject to this Plan; provided 401(k) Contributions
shall be paid not later than thirty (30) days after the end of the Plan
Year, and Matching Contributions thereon shall be paid not later than the
time prescribed by law for filing the Company's federal income tax return
(including extensions thereof) for the taxable year with or within which
the Plan Year ends.
</TABLE>
-22-
<PAGE> 29
ARTICLE IV
AFTER-TAX PARTICIPANT CONTRIBUTIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Percentage of After-Tax A Participant may make After-Tax Participant Deposits of from zero (0) to
Participant Deposits six percent (6%), as he/she may designate, of his/her Compensation. A
Participant who has commenced making deposits of his/her Compensation
hereunder may thereafter change his/her deposit percentage from zero (0)
to six percent (6%), as he/she may designate, in accordance with paragraph
2. of this Article IV. A Participant may not designate an After-Tax
Participant Deposit Percentage which exceeds the lesser of (i) six percent
(6%) of his/her Compensation, or (ii) sixteen percent (16%) of his/her
Compensation minus the amount of the Reduction in Compensation which he/she
has elected under paragraph 2.a. of Article III (as reduced by the seven
thousand dollar ($7000) limitation, and the Actual Deferral Percentage
Limitations thereon). If necessary to meet the limitations of paragraphs
2., 3., 4., or 7. of Article VIII, a Participant's After-Tax Participant
Deposits, or the combination of a Participant's elected Reduction in
Compensation and After-Tax Participant Deposits shall be reduced in the
manner determined by the Committee. In case the amount and percentage of
a Participant's elected After-Tax Participant Deposit must be so reduced,
such reduction shall be to the next lower full percentile below the
permissible limitation percentage, and shall remain in effect until the next
succeeding Designation Date, subject to any further adjustment necessary to
meet such limitations under paragraphs 2., 3., 4., or 7. of Article VIII.
2. Change of Percentage of The deposit percentage designated by a Participant for his/her After-Tax
After-Tax Participant Participant Deposit shall continue in effect, notwithstanding any change
Deposits in his/her Compensation, until he/she shall change such
</TABLE>
-23-
<PAGE> 30
ARTICLE IV - AFTER-TAX PARTICIPANT CONTRIBUTIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Change of Percentage of percentage. A Participant may change such percentage as of a Designation
After-Tax Participant Date of March 1 or September 1 of any year, but not retroactively. A
Deposits (Continued) Participant shall designate and change the percentage of his/her
After-Tax Participant Deposit by written direction to the Committee
in form prescribed by the Committee.
3. Deposit by Payroll After-Tax Participant Deposits under this Article IV shall be effected
Deduction only by payroll deductions in the amount designated by the Participant
and in accordance with any regulations prescribed by the Committee; except
that deposits may also be made in connection with the exercise of options,
rights or warrants as provided in paragraph 5. of Article IX, and deposits
may be made in connection with rollover contributions or transfers of accounts,
if authorized or directed as provided in paragraphs 1. and 2. of Article V.
4. Transfer to Trust The amount of the payroll deductions of After-Tax Participant Deposits so
made shall be transferred at least monthly by the Company to the Trustee,
and the Trustee shall hold the same in the respective Participants'
separate After-Tax Deposit Accounts, subject to the provisions of the
Plan; and any such amount shall not be subject to diversion or return to
the Company, except return thereof to the Company in the case and to the
extent its transfer having been by reason of a mistake of fact, in which
case the return to the Company of the amount involved shall be made
within one (1) year of the mistaken payment.
</TABLE>
-24-
<PAGE> 31
ARTICLE V
ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Rollover from Other With the prior written approval of the Committee, a Participant in this
Plans of The Company Plan may make a rollover contribution of all or part of a qualifying
rollover distribution to such Participant from a trust which is a part
of a separate qualified pension or profit-sharing plan of the Company or
any subsidiary of the Company. The allowance of any rollover contribution
shall be at the discretion of the Committee, and only in accordance with
such terms and conditions as the Committee may prescribe. The Participant's
rollover contribution shall constitute an additional deposit in, and become
a part of the Accounts of the Participant for all purposes of the Plan, and
become subject to all the terms and provisions of this Plan, except that the
Company shall have no obligation to contribute any amount, out of its net
earnings and earned surplus, or otherwise, to or for the benefit of a
Participant on account of any such rollover contribution by the Participant.
Any Participant's rollover contribution shall be received, deposited, held,
and invested in such manner as the Committee shall by regulation
prescribe, consistent with the investment and accounting provisions of
this Plan.
For purposes of this paragraph 1., a "qualified pension or profit-sharing
plan" shall mean a plan qualified under Section 401(a) of the Code and
ERISA; and a "qualifying rollover distribution" shall mean a distribution
to a Participant from a trust which forms a part of the Company or a
subsidiary qualified pension or profit-sharing Plan which distribution
constitutes a distribution qualifying for rollover to this Plan pursuant
to Code Section 402(a)(5).
</TABLE>
-25-
<PAGE> 32
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Trust to Trust Transfers The Company may, from time to time, direct the Trustee to receive, accept
From Other Plans of transfers of, and hold as a part of the Trust, deposits or transfers of the
The Company funds, deposits, property, assets, and/or accounts of Participants, or employees
of any subsidiary of the Company, from a trust which is part of any other
qualified defined benefit plan or qualified defined contribution plan of
the Company or any subsidiary of the Company. Any such deposit or
transfer shall be subject to prior written approval of the Company, and
may be pursuant to a modification, continuation, termination, partial
termination, consolidation or merger with, or replacement of any such
other Company plan or subsidiary plan which may be adopted by the Company
or the subsidiary employer, or pursuant to any other arrangement mutually
determined and agreed upon by the Company and a subsidiary and/or the
subsidiary employee (or Participant). If an employee of the Company or
of a subsidiary of the Company whose account is so transferred is
otherwise eligible and not already participating in the Plan, he/she
shall become a Participant at the time of such transfer and deposit. Any
funds or property from the account of a Participant under another Company
plan or a subsidiary plan which are so transferred and accepted by the
Trustee shall be received and deposited in full to an account or accounts
of that Participant under this Plan, and shall thereupon become a part of
the Trust held for the account of that Participant in accordance with all
the terms and provisions of the Plan. The Committee shall determine and
prescribe reasonable and appropriate procedures, certifications, and
other requirements to be accomplished and performed by the Company, the
Trustee, the Participant, any such subsidiary and the plan administrator
and trustee of such other Company plan or subsidiary plan, in order to
assure an effective and satisfactory transfer
</TABLE>
-26-
<PAGE> 33
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Trust to Trust Transfers of trust funds, and any such transfer shall be conditioned upon compliance
From Other Plans of with all such requirements. Notwithstanding any of the foregoing, the
The Company Company shall have no obligation to make any matching or other additional
(Continued) contributions to the Plan to or for the benefit of any Participant by reason
of any such transfer or deposit to the Trust under this paragraph 2.
3. Direct Rollovers From Participants in the Plan shall have the right to make direct rollover
Qualified Plans of contributions to the Trust of the Plan of assets from a qualified defined
Other Employers contribution plan or trust of another employer, or from a conduit Individual
Retirement Account. Any such assets so transferred to the Trust of the Plan
shall be accompanied by written instructions from the other employer, trustee
or custodian transferring such assets setting forth the name of the
Participant for whose benefit such assets are being transferred, and
showing the respective contributions of the employer, if any, and the
Participant, the current value of the assets attributable thereto, and
such other information as the Committee and Trustee consider reasonably
required in order for the Trustee to receive, hold and administer such
assets in the Trust of the Plan. Upon receipt by the Trustee of such
assets for a Participant, the Trustee shall place such assets in a
segregated fund or account for the Participant, and the Participant shall
be deemed to be fully vested and have a nonforfeitable interest in such
assets. The making of such a rollover transfer to the Trust shall not
constitute a contribution or deposit entitling a Participant to any
matching contribution by the Company. Notwithstanding anything to the
contrary expressed or implied herein, unless the Plan generally provides
a life or joint and survivor annuity form of distribution benefit, the
Plan shall not be a direct or indirect transferee of or from any defined
benefit pension plan, money purchase pension plan, profit sharing plan,
stock bonus plan or other plan with is subject to the joint
</TABLE>
-27-
<PAGE> 34
ARTICLE V - ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
3. Direct Rollovers From and survivor annuity requirements of Code Sections 401(a)(11) and 417.
Qualified Plans of
Other Employers
(Continued)
4. Direct Rollovers to With respect to distributions of Participants' accounts after December 31,
IRAs and Qualified 1992, the Plan shall be operated in accordance with the provisions of the
Plans; Withholding Unemployment Compensation Amendments Act of 1992 providing for direct
of Tax rollovers of eligible rollover distributions to individual retirement
arrangements and qualified plans, and the required twenty percent (20%)
withholding of income tax on the taxable portion of any eligible rollover
distributions not directly rolled over to an individual retirement arrangement
or another employer plan.
</TABLE>
-28-
<PAGE> 35
ARTICLE VI
SUSPENSION OF SALARY REDUCTIONS, DEPOSITS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Suspension of Reduction A Participant may elect in writing, in the manner prescribed by the Committee, to
in Compensation or suspend his/her Reduction in Compensation or After-Tax Participant Deposit in any
After-Tax Deposits by regular pay period in which either would normally be deducted if his/her Compensation
Participant for for such period is less than seventy- five percent (75%) of his/her normal
Deficiency in Compensation for such period, provided such deficiency in Compensation is not the
Compensation result of a Company- approved leave of absence without pay as outlined in paragraph
11. of Article XII. In any pay period in which a Reduction in Compensation or
After-Tax Participant Deposit would normally be deducted from a Participant's pay,
such Reduction in Compensation or After-Tax Participant Deposit will be automatically
suspended without notice if his/her net pay for such pay period is insufficient to
permit the deduction to be made in full.
Neither type of suspension provided in this paragraph 1. shall have the effect of
ending the Participant's current Plan participation unless the suspension of Reduction
in Compensation or After-Tax Participant Deposits shall be continued for six (6)
consecutive pay periods in which his/her Reduction in Compensation or After-Tax
Participant Deposits would normally be made and deducted.
2. Voluntary Suspension A Participant may voluntarily suspend his/her Reduction in Compensation or After-Tax
of Reduction in Participant Deposit to the Plan in writing, in the manner prescribed by the Committee,
Compensation or for a period of not less than six (6) months. A requested suspension shall not be
After-Tax Participant effective unless at least twelve (12) consecutive months of continuous participation
Deposits have
</TABLE>
-29-
<PAGE> 36
ARTICLE VI - SUSPENSION OF SALARY REDUCTIONS, DEPOSITS
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Voluntary Suspension elapsed since any prior voluntary suspension ended. Voluntary suspension of Reduction
of Reduction in in Compensation or After-Tax Participant Deposits provided in this paragraph 2. shall
Compensation or not have the effect of terminating the Participant's current Plan participation.
After-Tax Participant
Deposits (Continued)
</TABLE>
-30-
<PAGE> 37
ARTICLE VII
COMPANY MATCHING CONTRIBUTIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Company Matching After a Participant has completed one (1) Year of Service as an Employee
Contributions of the Company, subject to the limitations specified herein and in Article
VIII, the Company shall regularly contribute, out of its net earnings and
earned surplus as reflected by its books of account, and shall pay to the
Trustee at least monthly, amounts equal to the Company's 401(k) Contributions
for a Participant or a Participant's After-Tax Participant Deposits for that
month, as follows:
a. The Company shall make a Matching Contribution for each Participant
which shall be equal to the Company's 401(k) Contribution for the
Participant based upon the Participant's elected Reduction in
Compensation and deferral for that month, subject to the limitation
stated in subparagraph c. of this paragraph 1., below.
b. After making the Matching Contribution provided for in subparagraph
a. of this paragraph 1., above, the Company shall make a Matching
Contribution for each Participant which shall be equal to each
Participant's After-Tax Contribution for that month, subject to the
limitation stated in subparagraph c. of this paragraph 1., below.
c. The aggregate Matching Contributions of the Company under
subparagraphs a. and b. of this paragraph 1. for a Participant
hereunder shall not exceed six percent (6%) of the Participant's
Compensation. The Company's maximum Matching Contribution shall in
all cases be allocated and contributed first to match the Company's
401(k) Contribution for the Participant's Reduction in Compensation
for that month, and shall then be
</TABLE>
-31-
<PAGE> 38
ARTICLE VII - COMPANY MATCHING CONTRIBUTIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Company Matching allocated and contributed to match a Participant's After-Tax Deposit only to
Contributions the extent such Participant's Reduction in Compensation for that
(Continued) month is less than the Company's six percent (6%) maximum Matching
Contribution for that month. If necessary to meet the limitations
of paragraphs 2., 3., 4., or 7. of Article VIII, the Company's
Matching Contributions for a Participant shall be reduced in the
manner determined by the Committee. Such reductions shall be made
in a uniform and nondiscriminatory manner, determined by the
Committee in its sole discretion, needed to comply with such
limitations.
2. Participant's Matching The Company's Matching Contribution shall be credited to each
Contribution Account participating Participant's Employer Contribution Account.
3. Re-entry of Participant If a former Participant whose employment has terminated shall be rehired
as an Employee, he/she shall be entitled to have all his/her prior
service counted for purposes of the one (1)-year service requirement for
entitlement to Company Matching Contributions.
</TABLE>
-32-
<PAGE> 39
ARTICLE VIII
LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. General Company contributions, After-Tax Participant Deposits, and other
contributions under the Plan shall be limited as provided in this Article
VIII.
2. Elective Reduction in The Elective Reduction in Compensation of a Participant for
Compensation Limitations any taxable year shall not exceed seven thousand dollars
($7,000); the Participant shall not be permitted to elect a Reduction in
Compensation under the Plan at a rate which will result in that
limitation being exceeded in any Plan Year or taxable year of the
Participant; and the amount of a Participant's elected Reduction in
Compensation under this Plan and all other Elective Deferrals under this
Plan and all other plans, contracts, or arrangements of the Company may
not exceed such seven thousand dollar ($7,000) amount for taxable years
beginning in any calendar year during which Elective Deferrals may be
made with respect to a Participant; provided, that the foregoing seven
thousand dollar ($7,000) amount shall be adjusted for cost-of-living
increases pursuant to Code Sections 402(g)(5), 415(d), and 401(a)(30).
3. Actual Deferral The Actual Deferral Percentage for the Highly Compensated Employees
Percentage Limitations shall not exceed the greater of a. or b. as follows:
a. The Actual Deferral Percentage for all those Employees eligible to
be Participants in this Plan who are not Highly Compensated
Employees, multiplied by 1.25, or
b. The Actual Deferral Percentage for those Employees eligible to be
Participants in this Plan who are not Highly Compensated Employees
multiplied by two (2); provided, however, that under this
subparagraph 3.b. limitation the Actual
</TABLE>
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<PAGE> 40
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
3. Actual Deferral Deferral Percentage for the Highly Compensated Employees may not exceed
Percentage Limitations the Actual Deferral Percentage for the Employees eligible to be
(Continued) Participants in this Plan who are not Highly Compensated Employees
by more than two (2) percentage points.
4. Limitations on Company The Matching Contribution Percentage for eligible Highly Compensated
Matching Contributions Employees for any Plan Year shall not exceed the greater
of (i) one hundred twenty-five percent (125%) of such
percentage for all other eligible Employees, or (ii) the lesser of two
hundred percent (200%) of such Matching Contribution Percentage for all
other eligible Employees, or such Matching Contribution Percentage for
all other eligible Employees plus two (2) percentage points.
5. Separate Application The Actual Deferral Percentage limitations in paragraph 3. above,
of Limitations and the Matching Contribution Percentage limitations in paragraph 4.
above, shall be applied as if each separate employer maintaining this
Plan as a multiple employer plan maintained a separate plan.
6. Multiple Use of If any Highly Compensated Employee is eligible to elect to make Reductions
Alternative Limitation in Contributions and to make After-Tax Participant Deposits or to receive
Company Matching Contributions under the Plan, and the sum of the Actual Deferral
Percentage of the entire group of eligible Highly Compensated Employees and the
actual contribution percentage of the entire group of eligible Highly
Compensated Employees under the Plan subject to Code Section 401(m)
exceeds the aggregate limit specified in Treasury Regulations Section
1.401(m)-2(b)(2), or succeeding regulations prescribed under Code Section
401(m)(9), then such excess shall be corrected by reduction of the Actual
Deferral Percentage or the actual
</TABLE>
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<PAGE> 41
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
6. Multiple Use of contribution percentage of Highly Compensated Employees in accordance
Alternative Limitation with the provisions of Treasury Regulations Section 1.401(m(-2(c)
(Continued) or succeeding regulations.
7. Maximum Annual Additions The maximum Annual Additions credited to a Participant's Account shall
not exceed the lesser of $30,000 (or, if greater, one quarter (1/4) of
the dollar limitation in effect under Code Section 415(b)(1)(A)), or
twenty-five percent (25%) of the Participant's annual compensation from
the Company. For the purposes of this paragraph, the "Annual Additions"
are equal to the sum for any year of (i) employer contributions and (ii)
the Participant's contributions (but not including any rollover
contributions as defined in the Code). Contributions allocated to any
individual medical account which is part of a pension or annuity plan
shall also be treated as an Annual Addition to a defined contribution
plan, to the extent provided in Code Section 415(l); and any amount
attributable to medical benefits allocated to a separate account for
post-retirement medical benefits for a key employee shall be treated as
an Annual Addition to a defined contribution plan to the extent provided
in Code Section 419(A)(d). The limitation year for purposes of the
limitations on Annual Additions is the Plan Year, which is a twelve (12)-
month period beginning on September 1 and ending on the subsequent August
31.
For purposes of this paragraph 7., the term "compensation" means the
Participant's wages, salaries, fees for professional services, and other
amounts received for personal services actually rendered in the course of
employment with the Company (including, but not limited to, commissions
paid salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums,
tips, and bonuses). The term "compensation"
</TABLE>
-35-
<PAGE> 42
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
7. Maximum Annual Additions shall not include (i) Company contributions to a plan of deferred
(Continued) compensation to the extent the contributions are not included
in the gross income of the Employee for the taxable year in
which contributed, on behalf of an Employee to a simplified employee
pension plan described in Code Section 408(k) to the extent such
contributions are deductible by the Employee under Code Section 219(b)(7)
and any distributions from a plan of deferred compensation, regardless of
whether such amounts are includible in the gross income of the Employee
when distributed; (ii) amounts realized from the exercise of a
nonqualified stock option, or when restricted stock (or property) held by
an Employee either becomes freely transferable or is no longer subject to
a substantial risk of forfeiture; (iii) amounts realized from the sale,
exchange or other disposition of stock acquired under a qualified stock
option; or (iv) other amounts which receive special tax benefits, such as
premiums for group term life insurance (but only to the extent that the
premiums are not includible in the gross income of the Employee), or
contributions made by the Company (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludable from the gross income of the Employee).
The foregoing definitional provisions of this paragraph 7. shall apply
solely thereto. For purposes of applying the limitations of this
paragraph 7., amounts included as compensation are those actually paid or
made available to a Participant within the Plan Year.
The maximum benefit limitation of thirty thousand dollars ($30,000) shall
be adjusted to reflect increases in the cost of living
</TABLE>
-36-
<PAGE> 43
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
7. Maximum Annual Additions applicable thereto in accordance with the Code and regulations prescribed
(Continued) by the Secretary of Treasury.
For purposes of the annual maximum benefit limitation for any Participant
in this Plan who is also concurrently a Participant of a defined benefit
plan maintained by the Company, such limitation shall be applied as
specified in the Retirement Plan of the Company and the sum of the
defined benefit plan fraction and the defined contribution plan fraction
for the purposes of this Plan and application of the combined plan
maximum annual limitation shall be as defined in the Retirement Plan and
by the Secretaries of Labor and Treasury pursuant to ERISA and the Code.
All defined contribution plans of the Company shall be treated together
with this Plan as one defined contribution plan in determining the
combined plan maximum annual limitation.
If as a result of the allocation of any forfeitures, a reasonable error
in estimating a Participant's annual Compensation, or under other limited
facts and circumstances which justify the availability of the rules set
forth in Treasury Regulation 1.415-6(b)(6), the Annual Additions under
the terms of this Plan for a particular Participant would cause the
limitations of Code Section 415 applicable to that Participant for the
limitation year to be exceeded, the excess amounts shall not be deemed
Annual Additions in that limitation year and such excess amounts in the
Participant's account must be used to reduce Company contributions for
the next limitation year (and succeeding limitation years, as necessary)
for that Participant if that Participant is covered by the Plan as of the
end of the limitation year. However, if that Participant is not covered
by the Plan as of the end of such
</TABLE>
-37-
<PAGE> 44
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
7. Maximum Annual Additions limitation year, then the excess amounts must be held unallocated in a
(Continued) suspense account for the limitation year and allocated and reallocated
in the next limitation year to all remaining Participants in the Plan.
However, if such allocation or reallocation of the excess amounts
pursuant to the provisions hereof causes the limitations of Code
Section 415 to be exceeded with respect to each Participant for
the limitation year, then these amounts must be held unallocated
in a suspense account. If such a suspense account is in existence at
any time during a particular limitation year, other than the limitation
year described in the preceding sentence, all amounts in the
suspense account must be allocated or reallocated to Participants'
accounts as herein provided, (subject to the limitations of Code Section
415) before any Company contributions which would constitute Annual
Additions may be made to the Plan for that limitation year. The excess
amounts must be used to reduce Company contributions for the next
limitation year (and any succeeding limitation years, as necessary).
Excess amounts may not be distributed to Participants or former
Participants.
8. No Return or Diversion Except as provided in paragraphs 9. and 10. of this Article VIII below, the
of Contributions Except Trustee shall hold the Company's contributions in the respective Participants'
for Mistake Accounts, subject to the provisions of the Plan; and no part of those
contributions shall be recoverable by the Company, nor shall they be used
for, or diverted to any other purpose, except for return thereof to the
Company in the case and to the extent of its contributions having been
made by reason of a mistake of fact, in which case the return to the
Company of the amount involved shall be made within one (1) year of the
mistaken contribution; and if a contribution to the Plan conditioned upon
the deductibility of the contribution under Code
</TABLE>
-38-
<PAGE> 45
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. No Return or Diversion Section 404, as provided in paragraph 14. of this Article VIII, then such
of Contributions Except contribution may be returned to the Company (to the extent disallowed) within
for Mistake (Continued) one (1) year after the disallowance of the deduction; provided, that any
contribution for a Participant which exceeds the limitations provided in
paragraphs 1. and 2. of this Article VIII shall be distributed to the
Participant as directed by the Committee within a reasonable period of
time consistent with requirements for distributing excess deferrals under
the Code and regulations thereunder.
9. Distribution of If any Excess Deferrals are included in the gross income of a Participant
Excess Deferrals for any taxable year under Code Section 402(g)(1), then not later than March 1
following the close of the taxable year, such Participant may allocate the amount
of such Excess Deferrals among the plans under which the Excess Deferrals were made
and may notify the Committee of the portion allocated to the Plan; and not later
than April 1 following the close of the taxable year, the Plan may distribute
to such Participant the amount allocated to the Plan (and any income
allocable to such amount). Such distribution of the Excess Deferrals of
a Participant may be made notwithstanding any other provision of the
Plan, the Code, or ERISA; provided, that except to the extent provided in
applicable Treasury Regulations, notwithstanding the distribution of such
portion of Excess Deferrals from the Plan, such portion shall be treated
as a contribution of the Company for purposes of applying the limitations
in paragraphs 3. and 4. of this Article VIII and Code Section
401(k)(3)(A)(ii). If the Plan distributes only a portion of any Excess
Deferrals allocated to the Plan and income allocable thereto, such
portion shall be treated as having been distributed ratably from the
Excess Deferral allocable to the Plan and the income.
</TABLE>
-39-
<PAGE> 46
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
10. Excess 401(k) In the event the aggregate amount of Company 401(k) Contributions actually paid
Contributions over to the Trust of the Plan on behalf of Highly Compensated Employees for any
Plan Year is an amount in excess of the amount of such 401(k) Contributions
permitted under the 401(k) special discrimination limitations stated in paragraph
3. of this Article VIII (determined in accordance with Treasury Regulations by
reducing contributions made on behalf of Highly Compensated Employees in
order of the Actual Deferral Percentages beginning with the highest of
such percentages), then the Committee may, in its sole discretion, direct
the Trustee to distribute the amount of such excess contributions for
such Plan Year (and any income allocable to such contributions), and the
distribution of such excess 401(k) Contributions (and income) shall be
made within two and one-half (2 1/2) months after the close of such Plan
Year. Any distribution of the excess 401(k) Contributions for any Plan
Year shall be made to Highly Compensated Employees on the basis the
respective portions of the excess 401(k) Contributions attributable to
each of such Highly Compensated Employees.
The Committee may, within its sole discretion, and to the extent provided
in applicable Treasury Regulations, permit Highly Compensated Employees
to elect to treat the amount of the excess 401(k) Contributions for any
Plan Year as an amount distributed to such Highly Compensated Employees
and then contributed as After-Tax Participant Deposits by such Highly
Compensated Employees to the Plan; provided, any such election to
recharacterize and treat excess 401(k) Contributions in that manner must
be made in accordance with Treasury Regulations within two and one-half
(2 1/2) months after the close of the Plan Year to which the
recharacterization relates.
</TABLE>
-40-
<PAGE> 47
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
11. Excess Aggregate In the event the aggregate amount of Matching Contributions and
Contributions employee contributions (and any qualified nonelective contribution
or elective contribution taken into account in computing the
contribution percentage) actually made on behalf of Highly Compensated
Employees for any Plan Year is an amount in excess of the maximum amount
of such contributions permitted under the limitations on matching
contributions stated in paragraph 4. of this Article VIII (determined by
reducing contributions made on behalf of Highly Compensated Employees in
order of their contribution percentages beginning with the highest of
such percentages), then the Committee may, in its sole discretion, direct
the Trustee to distribute the amount of such excess of such contributions
for such Plan Year (and any income allocable to such contributions), but
the distribution of such excess contributions (and income) shall be made
within two and one-half (2 1/2) months after the close of such Plan Year.
Any distribution of such excess aggregate contributions for any Plan Year
shall be made to Highly Compensated Employees on the basis of the
respective portions of such amounts attributable to each of such Highly
Compensated Employees. The determination of the amount of such excess
aggregate contributions with respect to the Plan shall be made after (i)
first determining the excess deferrals (within the meaning of Code
Section 402(g)), and (ii) then determining the excess 401(k)
Contributions under paragraph 3. of this Article VIII.
12. Qualified Nonelective The Company may, in its sole discretion, elect to make Qualified Nonelective
and Matching Contributions and Qualified Matching Contributions that are to be treated
Contributions as 401(k) Contributions in order to satisfy the Actual Deferral
Percentage tests prescribed in paragraph 3. of this Article VIII, and
treated as Company Matching Contributions, to
</TABLE>
-41-
<PAGE> 48
ARTICLE VIII - LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
12. Qualified Nonelective satisfy the nondiscrimination tests prescribed in paragraph 4. of this Article
and Matching VIII provided that such Qualified Nonelective Contributions or Qualified
Contributions Matching Contributions shall be treated as 401(k) Contributions or Company Matching
(Continued) Contributions, provided that they satisfy the requirements for such treatment
prescribed by the applicable Treasury Regulations. The term "Qualified Nonelective
Contributions" means Company contributions to the Plan other than 401(k)
Contributions and Company Matching Contributions that satisfy the
requirements of the nondiscrimination requirements of the Plan provided
in paragraph 3. of this Article VIII, and the distribution limitations
applicable to 401(k) Contributions under the Plan, Code Section
401(k)(2)(B), and Treasury Regulations Section 1.401(k)-1(d).
13. Plan Not Dependent Upon This Plan is intended to be a profit-sharing plan within the meaning of Code Sections
Earnings; Company 401(a)(1) and (27) without regard to current or accumulated earnings and profits of
Contributions Limited the Company; provided, that if at any time the Company's net earnings and earned
to Earnings surplus as reflected by its books of account are insufficient to permit the making
in full therefrom of any contribution otherwise required to be made by the
Company hereunder, such contributions shall be required to be made only
to the extent, if any, that such net earnings, earned surplus, and
accumulated earnings and profits are sufficient, and the deficiency shall
not thereafter be made up even though such earnings and profits again
become sufficient therefor.
14. Maximum Contribution In no event, however, shall Company contributions be made in excess of
the amount deductible under Code Section 404, or other applicable federal
law now or hereafter in effect.
</TABLE>
-42-
<PAGE> 49
ARTICLE IX
INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Participant Directed A Participant may, by written direction to the Committee,
Investment which shall in turn direct the Trustee in form prescribed
by the Committee and countersigned by the authorized representative
thereof, which countersignature shall be for the sole purpose of
identification and authentication of good standing of the Participant,
direct from time to time that any or all cash in his/her account,
including his/her deposits, the Company's contributions, and any other
cash, shall be invested under any one or more of certain designated
investment options made available under the Plan; provided, however,
there shall be a minimum of twenty-five percent (25%) investment of
current monthly contributions in any one option. A Participant may,
after initial written direction of investment, give directions for
changes in the investment of his/her account by use of the telephone
voice response system established by the Committee and Trustee for the
Plan. Investment in certain options may be limited to retention and
maintenance of prior contributions invested in such options, with no
further investment of contributions therein being permitted, as more
particularly provided below. The Company may, by the amendment of the
Plan, modify and change the investment options made available from time
to time. A Participant may also change his investment direction and
direct sales from time to time to the extent permitted and authorized in
paragraphs 2. and 3. below.
The investment options existing and recognized under the Plan and Trust,
are as follows:
Option A: ONEOK Inc. Common Stock Fund
Option B: TransAmerica Emerging Growth Fund
Option C: SEI S&P 500 Index Fund
</TABLE>
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<PAGE> 50
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Participant Directed Option D: NWQ Balanced Fund
Investment (Continued)
Option E: American Performance Bond Fund
Option F: SEI Stable Asset Fund
Option G: American Performance Treasury Fund
Option H: ONEOK Inc. Preferred Stock, Series A
Option I: U.S. Savings Bonds, Series E
Option J: U.S. Savings Bonds, Series EE
On and after September 15, 1994, a Participant may, by written or
telephone voice response direction to the Committee, and in turn to the
Trustee, as provided above, direct that his/her deposits and account, the
Company's contributions and any other cash be deposited in Options A
through G; and no new or additional investment of contributions and cash
may be directed by a Participant to be made in Options H, I, or J. But a
Participant may retain in his/her account the prior direction investments
in such Options.
Purchases of Common Stock by the Trustee pursuant to Option A above shall
be made from the Company if it shall have made shares available for such
purchases, in which event the purchase price shall be equal to ninety-
five percent (95%) of the average of the high and low sales prices of the
Common Stock as reported on the New York Stock Exchange -Composite
Transactions for the five (5) trading days immediately preceding the day
or days of each month on which the Trustee receives contributions from
the Participants and the Company or receives dividends on the Common and
Preferred Stock held by the Trustee. When the Trustee purchases any
Common Stock from the Company then, for that month, all sales of Common
Stock shall be made by the Trustee in the open market and
</TABLE>
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<PAGE> 51
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Participant Directed not pursuant to paragraph 3. of this Article IX. If no shares of Common Stock are
Investment (Continued) made available from the Company during the month, the Trustee may purchase such
shares in the open market, or as provided in paragraph 4. of this Article IX.
2. Change in Participant's Any direction by a Participant that available funds in his/her
Investment Direction account shall be invested under a particular investment
option shall be deemed a continuing direction until changed by the
Participant. A Participant may, by written direction to the Committee
which shall in turn direct the Trustee in form prescribed by the
Committee, by telephone voice response system direction in the manner
prescribed by the Committee, or by such other means as may be authorized
by the Committee, cancel or change any such investment direction from
time to time; provided, that no Common Stock of the Company may be
purchased for a Participant who is an insider of the Company within any
period of less than six (6) months from any sale of Common Stock in
his/her account. A Participant is an insider of the Company if he/she is
directly or indirectly the beneficial owner of more than ten percent
(10%) of any class of equity security of the Company which is registered
pursuant to Section 12 of the Securities Exchange Act of 1934, or he/she
is a director or an officer of ONEOK Inc. To the extent requested by the
Committee, a Participant directing a change in investment direction
involving Option A shall certify to the Committee and the Trustee in a
form prescribed by the Committee whether or not he/she is an insider
subject to the foregoing limitations.
3. Sale of Investments at A Participant may (i) by written direction in form prescribed
Participant Direction by the Committee and countersigned by the authorized representative
thereof, which countersignature shall be for the sole purpose of
identification and authentication of good standing of the Participant,
or (ii) by telephone voice response system authorized
</TABLE>
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<PAGE> 52
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
3. Sale of Investments at and established by the Committee, direct the Committee and the Trustee to sell
Participant Direction or turn in for redemption, as may be appropriate, any security purchased
(Continued) at his/her direction; he/she may similarly direct the investment of
the proceeds of any such sale or redemption, with or without the
addition of other available cash then in his/her account, under
any one or more of the investments options currently in effect
under the Plan for which additional investment of contributions and cash
may be directed; provided, however, that if a Participant shall direct
the sale of a security purchased at his/her direction under Option A, and
such Participant is an insider with respect to the Company under Section
16 of the Securities Exchange Act of 1934, then such Participant may not,
for a period of six (6) months thereafter, direct the purchase of the
same security for his/her account, and any existing direction by such
Participant for further investment in that security shall be
automatically suspended during such six (6)-month period.
4. Time of Action by The Trustee will comply with the directions of a Participant with respect
Trustee on Investments to investment, sale and reinvestment as soon as practicable after receipt of
such direction if they are given and received in accordance with one of the
foregoing authorized means of communicating such directions; provided, however,
that in the case of directions to purchase securities, the Trustee will not
comply therewith until a means to make such purchase has been adequately provided in
respect to the Participant's account. With respect to purchases of Common Stock from
the Company, the Trustee shall purchase such securities on the day or
days of each month on which the Trustee receives the contributions from
the Participants and the Company or receives dividends on the Common
Stock held by the Trustee. With respect to open market purchases of
stock, the Trustee may, in accordance with regulations to be prescribed
by the Committee, for the purpose of reducing brokerage commissions and other
</TABLE>
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<PAGE> 53
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
4. Time of Action by expenses, defer the execution of directions to purchase or sell securities until the
Trustee on Investments Trustee has accumulated directions to purchase or sell the quantities prescribed
(Continued) in such regulations. The Trustee, in its discretion, may limit the daily volume of
its purchases or sales of a security to the extent that such action is deemed by it
to be in the best interest of the Participants directing such purchases or sales.
5. Participant Rights as In the event that any option, rights, or warrants shall be granted or issued with
to Options, Rights, respect to a security held by the Trustee under the Plan, the Trustee, to
and Warrants the extent possible, shall give to the Participant in whose account such
security is held a reasonable opportunity (which in any event shall not
extend beyond five days prior to the date of expiration of the options,
rights, or warrants) to direct the Trustee to exercise such options,
rights, or warrants, and if any cash shall be required in connection with
such exercise, such Participant shall, simultaneously with his/her
direction to the Trustee, make available to the Trustee the necessary
funds. Such funds may be made available to the Trustee by payment
thereof in cash or by written direction to the Trustee in form prescribed
by the Committee to use cash held by the Trustee in the Participant's
Account or obtained from the sale of any security in such account;
provided, however, that the total of any such cash Payment and the amount
of current monthly contribution shall not exceed the contribution and deposit and
limitation set forth in Articles III and IV. Cash payments made by a Participant
to the Trustee in connection with the exercise of any such options, rights, or
warrants shall constitute an additional deposit in the Participant's Account for
all purposes of the Plan except the Company's contributions under paragraph 1. of
Article VII and except that, for a period of twelve (12) months after making any
such payment, the Participant shall have the right, by written request to
</TABLE>
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<PAGE> 54
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
5. Participant Rights as the Trustee in form prescribed by the Committee, to receive payment from the
to Options, Rights, Trustee out of any cash available in the Participant's Account an amount equal
and Warrants to the cash so paid, and such payment to the Participant shall not constitute a
(Continued) withdrawal within the meaning of Article XII or any other Article of the Plan.
Any securities acquired as the result of the exercise of any such options, rights,
or warrants shall be added to the Participant's Account. If a Participant
shall not, within the time designated by the Trustee, direct the Trustee
to exercise any such option, right, or warrant and make available to the
Trustee any necessary funds, the Trustee shall sell such option, right,
or warrant in the open market, if there be any market thereof. The cash
proceeds from the sale of any options, rights, or warrants shall be
credited to the Participant's Account.
6. Redemption of In the case of the redemption of any nontransferable security or on the maturity
Nontransferable thereof, the Participant in whose account such security is held shall
Securities take such steps as the Trustee may prescribe in order to effect the
redemption or collection thereof by the Trustee.
7. Manner of Holding All cash and securities in Participants' Accounts shall, until disposed of pursuant
Cash and Securities to the provisions of the Plan, be held in the possession of the Trustee.
Transferable securities may be registered in the name of the Trustee or
in the name of its nominee. Nontransferable securities shall be issued
in such name or names as the Trustee may elect, subject to any applicable
laws or regulations at the time in effect with respect thereto. In the
sole discretion of the Trustee, investments in a particular security to
be held in the accounts of more than one (1) Participant may be
represented by a single stock certificate or a single bond, as the case
may be.
</TABLE>
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<PAGE> 55
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Voting of Shares Shares of the voting stock of the Company held by the Trustee in the
account of a Participant under the Plan will be voted or consents for
action with respect thereto will be granted by the Trustee or other
registered owner thereof only in accordance with written instructions
given to the Trustee by the Participant, except that the Trustee, in its
discretion, may vote or direct the registered owner to vote or may
consent or direct the registered owner to consent to action being taken
with respect to any such stock if the Trustee has not received written
instructions from the Participant in whose account such shares are held
at least five (5) days prior to the date of the meeting at which such
vote is to be taken or the last date that a consent of action may be
given. Notice of any such meeting or consent request shall be given by
the Committee to the Participant and a request for written instructions
shall be made by the Committee to be directed to the Trustee at such time
and in such form as may be provided by rules and regulations adopted by
the Committee.
9. Tender Offers Notwithstanding any other provisions of this Plan, the provisions of this
paragraph 9. shall govern the tendering of shares of Common Stock of the
Company held in this Plan.
a. Upon commencement of a tender offer for any securities that are
Common Stock of the Company, the Company shall notify each
Participant of such tender offer and utilize its best efforts to
timely distribute or cause to be distributed to the Participant such
information as is distributed to shareholders of the Company in
connection with such tender offer, and shall provide a means by
which the Participant can instruct the Trustee whether or not to
tender the shares of Common Stock of the Company allocated to such
Participant's account. The Company shall provide the Trustee with a
copy of any materials provided to Participants.
</TABLE>
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<PAGE> 56
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C> <C>
9. Tender Offers b. Each Participant shall have the right to instruct the
(Continued) Trustee as to the manner in which the Trustee is to
respond to the tender offer for any and all of the shares of Common
Stock of the Company allocated to such Participant's account. The
Trustee shall respond to the tender offer with respect to shares of
Common Stock of the Company as instructed by the Participant. The
Trustee shall not tender any stock allocated to a Participant's
account for which the Trustee has received no instructions from the
Participant.
c. The Trustee shall tender that number of unallocated shares of Common
Stock of the Company which is determined by multiplying the total number of
unallocated shares by a fraction of which the numerator is the
number of shares of Common Stock of the Company allocated to
Participants' accounts for which the Trustee has received
instructions from Participants to tender (and such instructions have
not been withdrawn as of the date of determination) and the
denominator is the total number of shares of Common Stock of the
Company allocated to Participants' accounts.
d. A Participant who has directed the Trustee to tender shares of
Common Stock of the Company allocated to such Participant's account
may, at any time prior to the tender offer withdrawal date, instruct
the Trustee to withdraw, and the Trustee shall withdraw, such shares
of Common Stock from the tender offer prior to the withdrawal
deadline. Prior to such withdrawal deadline, if unallocated shares
of Common Stock of the Company have already been tendered, the
Trustee shall redetermine the number of shares of Common Stock of
the Company which would be tendered under paragraph 9.c. hereunder
as if the date of such withdrawal were the date of
</TABLE>
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<PAGE> 57
ARTICLE IX - INVESTMENT PROVISIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
9. Tender Offers determination, and withdraw the number of unallocated shares necessary
(Continued) to reduce the number of unallocated shares tendered to the amount so
redetermined. A Participant shall not be limited as to the number of
instructions to tender or withdraw which he/she may give to the Trustee.
e. The Trustee shall credit the proceeds received in exchange for
tendered shares of Common Stock of the Company to the account from
which the tendered stock originated. Notwithstanding paragraph 3.
of this Article IX, each Participant to whose account amounts have
been allocated pursuant to this subparagraph e. shall have the right
to direct the Trustee to immediately invest such amounts in any of
the Options then available for investment under the Plan.
10. No Guarantee or Nothing in this Plan contained shall be construed as a guarantee by the
Indemnity Company or by the Trustee of the value of any security in which funds held
by the Trustee under the Plan are invested or as an indemnity against any loss
resulting from such investments.
</TABLE>
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<PAGE> 58
ARTICLE X
CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT
PARAGRAPH
<TABLE>
<S> <C> <C>
1. General Charges All interest, dividends, and other income received by the Trustee in respect
and Credits to assets included in a Participant's Account, and all gains or losses upon
the sale of securities in the Participant's Account, as determined by the
Trustee, shall be credited or charged, as the case may be, to the Participant's
Account.
2. Calculation of The cost to be charged to a Participant's Account of securities purchased shall
Charges and Credits be the average cost of all securities of the particular issue purchased
to Participant Accounts by the Trustee at the direction of Participants. The proceeds credited to a
Participant's Account upon the sale or redemption of any securities shall
be the actual proceeds thereof, except that if the Trustee is making
sales of securities of a particular issue at the direction of two (2) or
more Participants at substantially the same time, the proceeds credited
to each Participant's Account may be based upon the average of the
selling prices realized upon such sales, if the Trustee, in its
discretion, shall determine that market conditions are such as to make
that action advisable.
3. Commissions, Taxes, Brokerage commissions, transfer taxes, and other charges and expenses in
and Charges on Security connection with the purchase or sale of securities shall be added to the
Purchases and Sales cost of such securities or deducted from the proceeds thereof, as the case may be.
4. Investment Management Investment management fees charged or incurred by any person, firm, or entity for
Fees the management of investments made in or by any fund in connection with a
Participant's investment in Option B (Group Investment Contracts), Option C
(Standard & Poors 500 Index Fund), Option D (Pooled Investment in Insured Bank
Deposits and Certificates of
</TABLE>
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<PAGE> 59
ARTICLE X - CREDITS AND CHARGES TO A PARTICIPANT'S ACCOUNT
PARAGRAPH
<TABLE>
<S> <C> <C>
4. Investment Management Deposit), Option H (American Performance Equity Fund) or Option I (American
Fees (Continued) Performance Bond Fund), under paragraph 1. of Article IX, above, shall be
charged against the Participant's Account as the Trustee shall determine.
5. Calculation of Credits Upon the redemption or maturity or any nontransferable Government bonds included
for Redemption in a Participant's Account, the difference between the cost thereof and the
amount received upon such redemption or maturity shall be credited to the
Participant's Account as income.
6. Taxes Taxes, if any, on any assets held by the Trustee or income therefrom
which are payable by the Trustee shall be charged against the
Participants' Accounts as the Trustee shall determine.
</TABLE>
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<PAGE> 60
ARTICLE XI
VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Vesting of Participant A Participant's contributions under Article IV and his/her rights in the accrued
and Company benefit derived therefrom, are nonforfeitable. The Company's 401(k)
Contributions Contributions and Matching Contributions for the account of a
Participant, and any income and earnings therefrom and accretions
thereon, shall become vested in such Participant immediately upon payment
of such contributions to the Trustee and receipt by the Trustee of such
income, earnings and accretions, and (subject to subsequent loss through
decline in value of investments) the Participant may not thereafter be
deprived of such funds under any provision of the Plan. All accounts of
a Participant under the Plan shall be nonforfeitable.
2. Withdrawals The Company's contributions and Participant After-Tax Deposits credited
to the account of a Participant, and the income and earnings on and
accretions to a Participant's account whether derived from the
Participant's deposits or the Company's contributions or from any other
funds at any time in said account, may be withdrawn by or paid to the
Participant upon request by the Participant as provided for in Article
XII or upon complete liquidation of the Participant's account as provided
for in paragraphs 3., 6., and 7. of this Article XI, or upon termination
of the Plan as provided in paragraph 9. of Article XII or upon adverse
modification of the Plan as provided in paragraph 3. of Article XXIII or
upon termination of the Trust as provided in paragraph 5. of Article
XXIII.
3. Distribution of Except as provided in paragraph 5. of this Article XI, when a Participant dies or
Participant Accounts his/her employment with the Company is terminated by retirement or for any other
reason (except transfer of employment to a
</TABLE>
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ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
3. Distribution of subsidiary of the Company participating in the Plan), the account of such
Participant Accounts Participant under the Plan will be completely liquidated, and the entire
(Continued) balance of the account will be distributed in a single payment to the Participant,
or his/her surviving spouse, beneficiaries or legatees, or heirs,
respectively, whichever is entitled thereto. The determination of the
distributee or distributees in the event of a Participant's death shall
be made in accordance with Article XIII of the Plan. Every distribution
on death of a Participant shall be an immediate distribution by a single
payment of the entire account. It is intended by this paragraph 3. that
distribution of the entire balance in the account of a Participant is to
be made as soon as reasonably practicable after the death of a
Participant, or termination of employment by retirement or for any other
reason and in no event shall distribution by reason of the Participant's
death be made later than five (5) years after the death of the
Participant; provided, that if the Participant's account exceeds three
thousand five hundred dollars ($3,500), it shall not be immediately
distributed until the Participant attains age sixty-five (65) without the
written consent of the Participant; but no consent to immediate
distribution shall be required in the event of the death of a
Participant, and such requirement of consent shall not give a Participant
a right to any form or method of payment of his/her account, and his/her
account shall be maintained and distributed thereafter only in accordance
with the rights to, and sequence of requested distribution stated in
paragraphs 6. and 8. of this Article XI, below. Any such undistributed
balance of the Participant's account shall be distributed upon his/her
attaining age sixty-five (65); provided that a Participant who has separated
from employment with the Company by retirement or for any reason other than
death, may make the affirmative election
</TABLE>
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<PAGE> 62
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
3. Distribution of to defer distribution of his/her account beyond age sixty-five (65) pursuant to
Participant Accounts paragraph 5. of this Article XI, below.
(Continued)
4. Time of Distribution Unless the Participant elects otherwise under paragraph 5. of this
Article XI, notwithstanding any other provisions of the Plan, the payment
of benefits under the Plan to the Participant will begin not later than
the sixtieth (60th) day after the latest of the close of the Plan Year in
which:
a. the Participant attains the age sixty-five (65),
b. occurs the tenth (10th) anniversary of the year in which the
Participant commenced participation in the Plan, or
c. the Participant terminates employment with the Company.
5. Participant Election A Participant whose employment with the Company is terminated by retirement or
to Defer Distribution for any reason other than death, may make an affirmative election to defer the
distribution of his/her account if it exceeds three thousand five hundred dollars
($3,500) on the date of his/her retirement or separation from service. Such
affirmative election of deferral of distribution is separate and distinct from the
requirement of consent to immediate distribution stated in paragraph 3.
of this Article XI, and shall apply independently thereof. It shall be
made by written statement describing the Participant's account in a form
prescribed by the Committee, signed by the Participant and delivered by
him/her to the Committee not later than sixty (60) days following the
Participant's retirement or separation from service.
6. Sequence of Deferred If a Participant refuses consent to immediate distribution of his/her account under
Distribution of paragraph 3. of this Article XI, above, or
Accounts
</TABLE>
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<PAGE> 63
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
6. Sequence of Deferred a Participant makes the affirmative election of deferral of distribution provided in
Distribution of paragraph 5. of this Article XI, his/her account shall continue to be
Accounts (Continued) maintained in the Trust in the manner provided by the Plan. Subject to
the prior approval and consent of the Committee, the Participant may at
any time thereafter request in writing that distribution of his/her
account be made. When such a request is approved by the Committee, the
Participant's account shall be distributed to the Participant within a
reasonable time following receipt and approval of that request; provided
that such a deferred distribution of a Participant's account shall be
only in the following sequence: first, either all of his/her account, or
all of his/her Participant contributions; second, the balance of the
account not previously distributed; thus, all of a Participant's
contributions must be distributed to him/her at one time, and no Company
contributions can be distributed without previous or concurrent
distribution of all Participant contributions. A Participant who has
withdrawn all of his/her own contributions prior to deferral of
distribution hereunder may thereafter request and receive only a single
distribution of the balance of his/her account. No earnings credited to
the account of a Participant can be distributed to him/her after his/her
termination of employment with the Company without liquidating the total
account balance.
7. Deferred Distribution A Participant who makes the affirmative election to defer the distribution of
at Age Seventy (70) his/her account under paragraph 5. of this Article XI, shall in all events have
any undistributed balance of his/her account paid and distributed to him/her not
later than the first day of the month next following the date on which he/she
attains age seventy (70).
</TABLE>
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<PAGE> 64
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Distribution of If a Participant who has refused to consent to immediate distribution under
Deferred Accounts at paragraph 3. this Article XI, above, or who has made the affirmative
Death of Participant election to defer receipt of his/her account under paragraph 5. of this
Article XI, dies before a complete distribution of the account has been
made, then upon his/her death, his/her entire account balance shall be
distributed to his/her surviving spouse, beneficiaries, or legatees in
the same manner and within the same time periods following such death
as are provided for under paragraph 3. of this Article XI in the case
of a Participant's death prior to other termination of his/her employment
with the Company.
9. Mandatory Time of Notwithstanding the foregoing, in no event will the entire balance in the
Distribution account of any Participant be distributed to such Participant later than
April 1 of the calendar year following the calendar year in which the
Participant attains age seventy and one-half (70 1/2); provided, in the
event a Participant remains in the active employment of the Company and
participation in the Plan after having attained age 70 1/2, a distribution
from such Participant's Plan account shall be made to him no less frequently
than the last day of each calendar year in such amount as is necessary in
order for the Plan to conform to the minimum distribution requirements
prescribed in Code Section 401(a)(9); provided, further, in the event a
Participant dies before the distribution of the Participant's interest has
begun, then the entire interest of the Participant will, in any event, be
distributed within five (5) years after the death of the Participant. Every
distribution of a Participant's account on his/her death shall be made at
least as rapidly as the immediate total distribution generally provided
for distributions hereunder, without any deferral allowed.
</TABLE>
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<PAGE> 65
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
10. Form of Distributions In so far as practicable, upon any complete liquidation of a
Participant's account, upon distributions under paragraphs 6. or 7. of
this Article XI, and upon withdrawals provided for in Article XII, any
securities held in the account of the Participant will be distributed in
kind if the Participant so requests, but where this form of distribution
is impracticable cash will be paid in an amount equal to the value at the
time of distribution, as determined by the Trustee, of any investment
that it is impracticable to distribute in kind. No other form of
distribution (neither annuity contract nor other item) shall be made from
the Trust; provided, that accrued benefits of accounts transferred to the
Trust from the trust of a subsidiary plan pursuant to paragraphs 1. or 2.
of Article V, which are subject to the provisions of Article XXII hereof
shall be distributed as provided therein.
11. Qualified Domestic Notwithstanding any other provisions of the Plan, if a Participant's account is
Relations Orders; ordered paid, transferred, or assigned, in whole or in part, to an alternate
Distributions payee pursuant to an order determined by the Plan Administrator to be a
Qualified Domestic Relations Order within the meaning of Code Section
414(p), the payment and distribution to such alternate payee of amounts
attributable to the Participant's account is authorized to be made by the
Plan Administrator pursuant to such a Qualified Domestic Relations Order
prior to the date on which the Participant attains the earliest
retirement age under the Plan, and within a reasonable period of time
after such determination, if such payment is otherwise permissible under
Code Section 414(p). For purposes of this paragraph 11., the term
"earliest retirement age" shall mean the earlier of (i) the date on which
the Participant is entitled to a distribution under the Plan, or (ii) the
later of (a) the date the Participant attains age fifty (50), or (b) the
earliest date on which the
</TABLE>
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<PAGE> 66
ARTICLE XI - VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
11. Qualified Domestic Participant could begin receiving benefits under the Plan if the Participant
Relations Orders; separated from service.
Distributions
(Continued)
</TABLE>
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<PAGE> 67
ARTICLE XII
WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Withdrawals from 401(k) Subject to the limitations of paragraph 5. below, a Participant may withdraw
Contribution Account amounts from his/her 401(k) Contribution Account by submitting his/her written
request to the Committee at such time and in such manner as shall be prescribed
by the under the following conditions:
a. The withdrawal request must be on account of an immediate and heavy
financial need (sometimes hereinafter referred to as "hardship") of
the Participant and the withdrawal must be necessary to satisfy such
hardship, all as determined by the Committee in accordance with the
nondiscriminatory and objective standards set forth herein.
b. No hardship withdrawal shall be made in an amount in excess of the
amount of the immediate and heavy financial need of the Participant.
The amount of an immediate and heavy financial need may include any
amounts necessary to pay any federal, state, or local income taxes
or penalties reasonably anticipated to result from the distribution.
c. No hardship withdrawal shall be permitted unless the Participant has
obtained all distributions other than hardship distributions from
the Company's 401(k) Contributions in the Participant's Account, and
has obtained all nontaxable loans currently available under all
plans maintained by the Company.
d. A withdrawal will be deemed to be made on account of an immediate
and heavy financial need if it is on account of:
(1) Expenses for medical care described in Code Section 213(d)
previously incurred by the Participant, the Participant's
spouse, or any
</TABLE>
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<PAGE> 68
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C> <C>
1. Withdrawals from 401(k) dependents of the Participant (as defined in Code Section 152), or
Contribution Account necessary for these persons to obtain medical care described
(Continued) in Section 213(d);
(2) Costs directly related to the purchase of a principal
residence of the Participant (excluding mortgage payments);
(3) Payment of tuition and related educational fees for the next
twelve (12) months of post-secondary education for the
Participant, or the Participant's spouse, children, or
dependents (as defined in Code Section 152);
(4) Payments necessary to prevent the eviction of the Participant
from his/her principal residence or foreclosure on the
mortgage on that residence;
(5) Such other facts and circumstances as the Commissioner of
Internal Revenue lists as deemed immediate and heavy
financial needs through publication of revenue rulings,
notices, and other documents of general applicability.
e. The Committee may determine that a request for withdrawal on the
basis of facts and circumstances other than those stated in
subparagraph d. (1) through (5), above, is on account of immediate
and heavy financial need. In making such determination, the
Committee shall consider the event or cause of the financial need;
all apparent legal and ethical obligations or considerations which
may require the Participant to utilize his/her Plan account to meet
such need; the importance of the need to the health, welfare, and
support of the
</TABLE>
-62-
<PAGE> 69
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Withdrawals from 401(k) Participant and members of his/her immediate family; the probable effect on
Contribution Account the Participant of denial of the requested withdrawal; and such
(Continued) other facts and circumstances which indicate existence of an
immediate and heavy financial need by the Participant which is
comparable to the deemed immediate and heavy financial needs
described in subparagraph d. (1) through (5).
f. If a hardship withdrawal is made to a Participant, then:
(1) The Participant's elective Reductions in Compensation and
401(k) Contributions attributable thereto, and all other
Participant deposits and contributions to the Plan and all
other plans of deferred compensation of the Company will be
suspended for twelve (12) months after the hardship
withdrawal is made; and
(2) The Participant may not make elective Reductions in
Compensation for the Participant's taxable year immediately
following the taxable year of the hardship withdrawal in
excess of the applicable limit under Code Section 402(g) for
such next taxable year less such Participant's elective
Reduction in Compensation for the taxable year of the
hardship withdrawal.
g. The hardship withdrawal, if approved by the Committee, shall be paid
to the Participant as soon as practicable following the date the
Participant's written request is submitted to the to the Committee.
2. Participant Withdrawals A Participant may, by written request to the Trustee in form approved by the
of After-Tax Participant Committee, make withdrawals from any unwithdrawn amounts of his/her After-Tax
Deposits Participant Deposits
</TABLE>
-63-
<PAGE> 70
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Participant Withdrawals theretofore deposited with the Trustee, subject to the same conditions and
of After-Tax Participant requirements as to financial hardship as are provided under subparagraphs
Deposits (Continued) a., b., d., e., f.(1), and g. of paragraph 1. of this Article XII;
provided, that such conditions and requirements shall not apply to a
Participant's request for withdrawal of any part or all of his/her pre-
1987 Employee Contributions Account Balance. The amount which may be so
withdrawn by a Participant shall not exceed the entire balance of his/her
Employee Contribution Account. Such withdrawals shall be in accordance
with the provisions of this Article XII.
3. Participant Withdrawals Except as otherwise expressly provided herein, after August 31, 1989, a
of Matching Contributions Participant shall not be permitted or allowed to withdraw any Company
or Other Amounts Matching Contributions or other amounts in excess of the amount of 401(k)
Contributions or After-Tax Participant Deposits in his/her Account.
4. Sequence of Permitted In the event a Participant desires to withdraw funds credited to his/her
Withdrawals Accounts from After-Tax Participant Deposits, the withdrawal sequence shall
be: first, the Participant's contributions which are in the Participant's
Pre-1987 Employee Contribution Account Balance; second, the Participant's
Separate Section 72(d) Employee Contribution Account; and third, the balance
of the Participant's Account, if any, which may be withdrawn under this
Article XII.
5. Frequency for A requested withdrawal by a Participant of any part of his/her Accounts under this
Withdrawals Plan shall not be allowed unless at least twelve (12) consecutive months of
continuous participation and contributions have elapsed since any prior withdrawal
by the Participant.
6. Voluntary Withdrawal Subject to prior approval of the Committee, a Participant who has completed five
After Age Fifty-Nine (5) years of participation in this Plan may be allowed to withdraw a
and One-Half (59 1/2) single sum amount not exceeding
</TABLE>
-64-
<PAGE> 71
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
6. Voluntary Withdrawal the entire balance in his/her Accounts at any time after his/her attainment of
After Age Fifty-Nine age fifty-nine and one-half (59 1/2). Such a voluntary withdrawal may
and One-Half (59 1/2) be made only one (1) time by any Participant.
(Continued)
7. Distributions in Notwithstanding any other provisions hereof limiting the distribution or withdrawal
Certain Events of a Participant's 401(k) Contribution Account or other amounts of a Participant's
Account, a Participant's Account may be distributed in the event of (i) the
termination of the Plan without establishment or maintenance of another
defined contribution plan by the Company (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)), (ii) the
disposition by the Company of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used by the Company in a trade or
business of the Company, but only with respect to a Participant who
continues employment with the corporation acquiring such assets, or (iii)
the disposition by the Company of the Company's interest in a subsidiary
(within the meaning of Code Section 409(d)(3)), but only with respect to
a Participant who continues employment with such subsidiary. No such
distribution shall be permitted to a Participant unless it is made in the
form of a lump sum distribution as defined in Code Section
401(k)(10)(B)(ii); and a distribution by reason of an event described in
clause (ii) or (iii) of the preceding sentence of this paragraph 7. shall
not be permitted unless the transferor corporation continues to maintain
the Plan after the disposition.
8. Participant Loan The Committee and the Trustee shall have the power and duty to establish a
Program nondiscriminatory Participant loan program for the Plan, which the Trustee
shall observe in making loans, if any, to Participants and under which loans
may be made available to all Participants and beneficiaries under the Plan who
are parties in interest with respect
</TABLE>
-65-
<PAGE> 72
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Participant Loan to the Plan, within the meaning of Section 3(14) of the Employee Retirement Income
Program (Continued) Security Act of 1974 as amended, on a reasonably equivalent basis and not made
available in an amount to Highly Compensated Employees which is greater than the
amount available to other Employees, which loans shall be made in accordance with
specific provisions regarding such loans set forth in the Plan or in a separate
written document forming a part of the Plan, and which loans shall bear a
reasonable rate of interest and be adequately secured.
The loan program to be established for the Plan shall be contained in a
written document separate from this Plan but forming part of the Plan and
incorporated herein by reference for all purposes, which shall include
the following: (i) the identity of the person or positions authorized to
administer the Participant loan program; (ii) a procedure for applying
for loans; (iii) the basis on which loans will be approved or denied;
(iv) limitations (if any) on the types and amount of loans offered; (v)
the procedure under the program for determining a reasonable rate of
interest; (vi) the types of collateral which may secure a Participant
loan; (vii) the events constituting default and steps that will be taken
to preserve Plan assets in the event of such default; and (viii) the
other requirements, policies, and procedures with respect to the
Participant loan program which the Committee determines should be
included therein from time to time. The separate written document
containing such provisions of the Plan loan program shall be maintained
by the Committee in the office of the Secretary of the Company, or by
such other person as may be designated by the Committee, and shall be
made available for inspection or copying upon the request of Participants
and beneficiaries of the Plan.
Notwithstanding anything to the contrary expressed herein, there shall be
no reduction of the accrued benefit of a Participant in
</TABLE>
-66-
<PAGE> 73
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Participant Loan his/her account in the Plan by reason of any default on a plan loan to such
Program (Continued) Participant prior to the time at which an actual distribution of the amount of
such reduction to the Participant would otherwise be permissible under the Plan.
A plan loan will not be considered to be a distribution or reduction of the
Participant's accrued benefit in his/her account solely by reason of its
inclusion in his/her gross income under Code Section 72(p).
Any such loan shall be made upon application of the Participant, and on
terms acceptable to the Committee in an amount which when added to the
outstanding balance of all other loans from the Plan to the Participant
does not exceed the lesser of (i) fifty thousand dollars ($50,000),
reduced by the excess (if any) of (a) the highest outstanding balance of
loans from the Plan during the one (1)-year period ending on the day
before the date on which such loan was made, over (b) the outstanding
balance of loans from the Plan on the date on which such loan was made,
or (ii) one-half (1/2) of the present value of the nonforfeitable accrued
benefit of the Participant under the Plan. Such loan shall bear interest
at such reasonable rate as the Committee may establish, and the Committee
shall make such arrangements for adequate security and repayment as are
reasonable under the circumstances. The Committee shall require the
prior written consent of the Participant and, if married, the
Participant's spouse, with respect to any loan which is secured by such
married Participant's accrued benefit under this Plan. The written
consent of the Participant's spouse shall acknowledge the effect thereof
and be witnessed by a Plan representative or notary public. Any such
loan shall by its terms be required to be repaid within five (5) years,
except a longer term loan may be made in the case of a loan used to
acquire any dwelling unit which within a reasonable time is to be used
(determined at the time the loan is made) as
</TABLE>
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<PAGE> 74
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Participant Loan the principal residence of the Participant. Except as permitted by regulations,
Program (Continued) any loan shall provide for substantially level amortization thereof (with
payments to be made not less frequently than quarterly) over the term of the
loan. In its discretion, the Committee may direct more than one (1) loan to a
Participant, but the aggregate amount of all such loans outstanding at
any time shall not exceed the maximum amount hereinabove stated. In the
event of default in repayment, separation from service, or death of the
Participant, while a loan is outstanding, the unpaid balance and any
interest due thereon shall immediately become due and payable and shall
be charged first against the balance to the Participant's credit in the
Participant's Pre-1987 Employee Contribution Account Balance, if any,
then against the Participant's Separate Section 72(d) Employee
Contribution Account Balance, if any, then against the rest of the
Participant's Employee Contribution Account, and then against the balance
of the Participant's Account. For purposes of the foregoing limitations,
the rules applicable to affiliated corporations and employers under Code
Sections 414(b),(c), and (m) shall apply, and all plans of the Company
determined (after the application of such sections) shall be treated as
one (1) plan.
9. No Withdrawal of Loan A Participant to whom a loan has been made pursuant to the provisions of paragraph
Amount 8. of this Article XII, shall not be allowed at any time to withdraw any amount
from his/her Account in excess of the amount which is equal to the current value
of his/her Account minus the outstanding unpaid balance of such loan together with
any accrued interest thereon.
10. No Withdrawal of When a Participant's employment with the Company is terminated by retirement or
Deferred Account for any other reason other than death, and he/she either does not consent to
immediate distribution of his/her account under paragraph 3. of Article XI, or
he/she elects
</TABLE>
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<PAGE> 75
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
10. No Withdrawal of to defer the distribution of his/her account under paragraph 5. of Article XI,
Deferred Account he/she shall thereafter receive distribution of his/her account only in
(Continued) accordance with the provisions of paragraphs 6., 7., and 8. of Article
XI, and he/she shall not be permitted thereafter to make withdrawal of
the funds in his/her account pursuant to the withdrawal provisions of
this Article XII.
11. Suspension During A Participant's deposits and the corresponding Company Matching Contributions
Approved Leave will be suspended automatically for the period of any Company-approved
of Absence leave of absence without pay, including military and other governmental
service. The Participant's employment with the Company shall not be
treated as terminated thereby for the purposes of paragraph 3. of Article
XI.
12. Effect of Termination Any termination or suspension under any provision of this Plan, except suspension
or Suspension of of deposits under paragraph 11. of this Article XII, shall have the
Participation effect of ending the period of the Participant's current Plan
participation. Upon or at any time after expiration of the required
period following any termination, the Participant may again commence
participation in the manner provided in paragraph 2. of Article II hereof
as of the first day of the calendar month following the month in which
he/she elects to recommence participation and a new period of such
Participant's current Plan participation shall thereupon commence.
13. No Forfeiture for No termination or suspension of participation in the Plan or failure to resume
Suspension or participation at any time shall affect the Participant's right to receive
Termination distribution of his/her account upon complete liquidation upon the terms
and at the time provided in paragraph 3. of Article XI, or upon
termination of the Plan as provided in paragraph 12. of this Article XII
or upon
</TABLE>
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<PAGE> 76
ARTICLE XII - WITHDRAWALS, LOANS, TERMINATIONS, AND SUSPENSIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
13. No Forfeiture for adverse modification of the Plan as provided in paragraph 3. of Article XXIII, or
Suspension or upon termination of the Trust as provided in paragraph 5. of Article XXIII.
Termination Furthermore, and notwithstanding any other terms or provisions of this Plan, no
(Continued) suspension or termination of participation under the Plan shall operate to alter
a Participant's rights, privileges, or obligations thereunder with respect to the
management or disposition of his/her account with the Trustee.
14. Termination of Plan Upon a partial termination of the Plan, or upon a termination of the Plan
as an entirety or as to any subsidiary of the Company, each Participant
of the Company or of such subsidiary then participating, as the case may
be, will receive distribution of the entire balance of his/her account.
15. Valuation of For the purpose of valuing a Participant's Account in connection with any withdrawal
Securities under the provisions of this Article XII and for the purpose of any distribution in
kind, any nontransferable Government bonds shall be valued at the then current
redemption price thereof, and other securities shall be valued at prices determined
by the Trustee, as near as practicable to those then obtainable upon a sale in the
open market.
</TABLE>
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<PAGE> 77
ARTICLE XIII
BENEFICIARIES IN THE EVENT OF DEATH
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Surviving Spouse as A Participant's nonforfeitable Accrued Benefit (reduced by any security interest
Primary Beneficiary held by the Plan by reason of a loan outstanding to such Participant) shall be
payable in full, on the death of the Participant, to the Participant's surviving
spouse, or if there is no surviving spouse or the surviving spouse consents, in the
manner provided in paragraph 2. of this Article XIII, below, then to a
designated beneficiary of the Participant under paragraph 3. of this
Article XIII.
2. Election and Consent to A Participant may elect at any time to waive the required distribution and
Alternate Beneficiary payment of his/her Account to his/her surviving spouse in the event
or Beneficiaries of his/her death. Any such election must be made in writing by the
Participant in the form prescribed by the Committee. Any election by a
Participant to waive the surviving spouse benefit may be revoked at any time
by the Participant by a written declaration of revocation delivered to the
Committee in such form as it may prescribe. Any election to waive the
surviving spouse benefit provided under paragraph 1. of this Article XIII
above shall not take effect unless the spouse of the Participant consents
in writing to such election, such election designates a beneficiary which
may not be changed without spousal consent (or the consent of the spouse
expressly permits designations by the Participant without requirement of
further consent by the spouse), and the spouse's consent acknowledges the
effect of such election and is witnessed by a Plan representative or
notary public; or it is established to the satisfaction of the Plan
representative that the consent required of the spouse, as hereinabove
provided, may not be obtained because the spouse cannot be located, or
because of such other
</TABLE>
-71-
<PAGE> 78
ARTICLE XIII - BENEFICIARIES IN THE EVENT OF DEATH
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Election and Consent to circumstances as may be prescribed by Treasury Regulations; provided, that any such
Alternate Beneficiary consent by a spouse shall be effective only with respect to such spouse.
or Beneficiaries
(Continued)
3. Designation of A Participant who has no spouse, or who with his/her spouse's consent has elected
Beneficiary or to waive the surviving spouse benefit as hereinabove provided, may file
Beneficiaries with the Committee, a written designation, in the form prescribed by the
Committee, of the beneficiary or the beneficiaries to receive all or part
of his/her account upon his/her death, and the Participant shall also
file with the Committee such information as to the identity of the
beneficiary or beneficiaries and the relationship of the beneficiary or
beneficiaries to the Participant as the Committee may from time to time
require. The last designation received by the Committee shall be
controlling over any testamentary or other disposition; provided,
however, that no designation, or change or cancellation thereof, under
this Plan shall be effective unless received by the Committee prior to
the Participant's death, and in no event shall it be effective as of a
date prior to such receipt.
4. Payment and Distribution Upon the death of a Participant, his/her account shall be paid or distributed to the
to Beneficiary or Participant's spouse, or beneficiary or beneficiaries designated by him/her as
Beneficiaries provided in the preceding paragraphs 1. through 3. of this Article XIII, or, in the
absence of such designation, to the estate of the Participant or to the beneficiary
or beneficiaries entitled thereto under the intestacy laws governing the
disposition of his/her estate, and thereupon the Trustee, the Company, and the
Committee shall not be under any further liability to anyone.
</TABLE>
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<PAGE> 79
ARTICLE XIV
SUBSIDIARIES
PARAGRAPH
<TABLE>
<S> <C>
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.
</TABLE>
-73-
<PAGE> 80
ARTICLE XV
ADMINISTRATION
PARAGRAPH
<TABLE>
<S> <C> <C>
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
</TABLE>
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<PAGE> 81
ARTICLE XV - ADMINISTRATION
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Trust and Trustee the manner in which the Company shall take any such action. The Committee
(Continued) shall advise the Trustee in writing with respect to all benefits which
become payable under the terms of the Plan and shall direct the Trustee to
pay such benefits from the respective Participants' Accounts. The Committee
shall have such other powers and duties as are specified in this instrument
as the same may from time to time be constituted, and not in limitation but
in amplification of the foregoing, the Committee shall have power, to the
exclusion of all other persons, to interpret the provisions of this instrument,
to decide any disputes which may arise hereunder; to construe and determine the
effect of beneficiary designations; to determine all questions that shall arise
under the Plan, including questions as to the rights of Employees to
become Participants, as to the rights of Participants, and including
questions submitted by the Trustee on all matters necessary for it
properly to discharge its duties, powers, and obligations; to employ
legal counsel, accountants, actuaries, consultants and agents; to
establish and modify such rules and regulations for carrying out the
provisions of the Plan not inconsistent with the terms and provisions
hereof, as the Committee may consider proper and desirable; and in all
things and respects whatsoever, without limitation, to direct the
administration of the Plan and Trust with the Trustee being subject to
the direction of the Committee. The Committee may supply any omission or
reconcile any inconsistency in this instrument in such manner and to such
extent as it shall deem expedient to carry the same into effect and it
shall be the sole and final judge of such expediency. The Committee may
adopt such regulations with respect to the signature by an Employee,
Participant and/or the spouse of an Employee or Participant to any
directions or other
</TABLE>
-75-
<PAGE> 82
ARTICLE XV - ADMINISTRATION
PARAGRAPH
<TABLE>
<S> <C> <C>
2. Trust and Trustee papers to be signed by Employees or Participants and similar matters as the
(Continued) Committee shall determine in view of the laws of any state or states.
3. Plan Fiduciaries The Fiduciary of the Plan, who shall have authority to control and manage
the operation and administration of the Plan, is the Committee. The
Fiduciary may serve in more than one (1) fiduciary capacity under the
Plan. It may employ one (1) or more persons to render advice to it. It
may delegate ministerial functions to any person or persons. The Trustee
and the Company may by agreement in writing arrange for the delegation by
the Trustee to the Committee of any of the Trustee's functions except the
custody of the assets, the voting with respect to shares held by the
Trustee, and the purchase and sale or redemption of securities. Any
action in accordance with this paragraph will be subject to advance
approval of the Board of Directors of the Company.
4. Action by Thrift Any act which this instrument authorizes or
Plan Committee requires the Committee to do may be done by a majority of the then
members of the Committee. The action of such majority of the members
expressed either by a vote at a meeting or in writing without a meeting,
shall constitute the action of the Committee and shall have the same
effect for all purposes as if assented to by all of the members of the
Committee at the time in office, provided, however, that the Committee
may, in specific instances, authorize one (1) of its members to act for
the Committee when and if it is found desirable and convenient to do so.
5. Costs of Plan Except as provided in paragraphs 3., 4., and
Administration 6. of Article X hereof, the Company shall pay all costs and expenses
incurred in administering the Plan including without
</TABLE>
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<PAGE> 83
ARTICLE XV - ADMINISTRATION
PARAGRAPH
<TABLE>
<S> <C> <C>
5. Costs of Plan limitation the expenses of the Committee, the fees and expenses of the Trustee, the
Administration fees of its counsel, and other administrative expenses.
(Continued)
6. Uniform and All rules and decisions of the Committee shall be uniformly and consistently applied
Nondiscriminatory to all Employees and Participants in similar circumstances. The Committee shall be
Application entitled to rely upon information furnished by the Company pertinent to any
calculation or determination made pursuant to this Plan.
7. Summary Plan The Committee shall cause to be furnished to each Participant a written summary of
Description the Plan and any amendment thereto. Such summary shall include the designation of
the plan administrator, name of the Trustee, and shall set forth the Participant's
rights and duties with respect to the benefits available to him/her under the Plan.
Any decisions of the Committee respecting an Employee's right to become a
Participant in the Plan or the right of a Participant to benefits shall
be delivered to the Employee or Participant in writing. If an Employee
or Participant is denied benefits under the Plan, the Committee shall
notify the Employee or Participant of its decision in writing, giving the
specific reason or reasons for such decision, and advising the Employee
or Participant of his/her right to request a review of his/her claim, to
review pertinent documents and to submit issues and comments in writing.
Such request must be made in writing to the Committee within sixty (60)
days after receipt of the Committee's notice. Within thirty (30) days
after filing such request, the Employee or Participant shall be granted a
hearing before the full Committee. The Employee or Participant and the
Committee shall be entitled to counsel at such hearing. A decision by
the full Committee shall be made within sixty (60) days after receipt of
the request for review. If after such
</TABLE>
-77-
<PAGE> 84
ARTICLE XV - ADMINISTRATION
PARAGRAPH
<TABLE>
<S> <C> <C>
7. Summary Plan hearing there is still a dispute between the Committee and an Employee or Participant
Description as to the Committee's decision, the Employee or Participant may request that such
(Continued) dispute be submitted to the American Arbitration Association for disposition
according to its rules. The decision of the American Arbitration Association shall
be final and binding on all parties. The cost of such arbitration shall be borne
equally by the Company and the Employee or Participant.
8. Recognition of Agency The Trustee need not recognize the agency of any party for an Employee or
Relationships Participant unless it shall receive documentary evidence thereof satisfactory
to it and thereafter from time to time, as the Trustee may determine, additional
documentary evidence showing the continuance of such agency; provided that the
Trustee shall not be required to recognize any agency which the Trustee deems to
be a device for violating the provisions of Article XVII. Until such time as
the Trustee shall receive documentary evidence satisfactory to it of the
cessation or modification of any agency, the Trustee shall be entitled to
rely upon the continuance of such agency and to deal with the agent as if
he/she or it were the Employee or Participant.
9. Audit The independent accountants who audit the books and accounts of the
Company shall annually examine the records of the Company and the
Committee in respect of the Plan and, on the basis of such examination,
make such report to the Trustee as it may request. The records of the
Trustee and (subject to such report by said independent accountants) the
records of the Company and the Committee shall be conclusive in respect
of all matters involved in the administration of the Plan.
10. Annual Reports The Committee shall annually, mail to each Participant a statement as of
the end of the
</TABLE>
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<PAGE> 85
ARTICLE XV - ADMINISTRATION
PARAGRAPH
<TABLE>
<S> <C> <C>
10. Annual Reports previous Plan Year, at such time and in such form as the Committee shall determine,
(Continued) setting forth the account of such Participant. Such statement shall be deemed to
have been accepted as correct unless written notice to the contrary is received by
the Trustee within thirty (30) days after the mailing of such statement to the
Participant.
11. ONECU Maintenance The Plan has been adopted and is maintained by ONECU for its eligible employees,
of Plan and the Plan will be administered in accordance with its terms by the Committee
for such employees of ONECU and their beneficiaries in the same manner as
for the Employees of the Company; subject to all applicable provisions
and requirements of Code Section 413(c) with respect to a plan maintained
by more than one (1) employer.
</TABLE>
-79-
<PAGE> 86
ARTICLE XVI
NOTICES AND OTHER COMMUNICATIONS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Delivery of Notices and All notices, reports, and statements given, made, delivered, or transmitted
Other Documents to a Participant shall be deemed duly given, made, delivered, or transmitted
when mailed, by such class of mail as the Trustee may deem appropriate, with
postage prepaid and addressed to the Participant at the address last appearing
on the books of the Company. A Participant may change his/her address from time
to time by written notice in form prescribed by the Committee.
2. Delivery of Written directions, notices, and other communications from Participants to the
Communications by Company, the Trustee, or the Committee shall be mailed by first-class
Participants mail or delivered to such location as shall be specified in regulations
or upon the forms prescribed by the Committee, and shall be deemed to
have been given when received as such location.
</TABLE>
-80-
<PAGE> 87
ARTICLE XVII
NON-ASSIGNABILITY
PARAGRAPH
<TABLE>
<S> <C> <C>
1. General To the extent permitted by law, it is a condition of the Plan, and all
rights of each Participant shall be subject thereto, that no right or
interest of any Participant in the Plan or in his/her account shall be
assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, including (but without limitation)
execution, levy, garnishment, attachment, pledge, bankruptcy, or in any
other manner, but excluding devolution by death or mental incompetency;
and no right or interest of any Participant in the Plan or in his/her
account shall be liable for or subject to any obligation or liability of
such Participant.
2. Loans The foregoing limitation in paragraph 1. shall not apply to a loan made
to a Participant if such loan is secured by the Participant's accrued
nonforfeitable benefit and such loan is made in accordance with the
nondiscriminatory loan policy prescribed in paragraph 8. of Article XII.
3. Qualified Domestic The foregoing limitation shall not apply to a
Relations Orders Qualified Domestic Relations Order, and payments shall be made hereunder
in accordance with the applicable requirements of any such Qualified
Domestic Relations Order in accordance with written procedures to be
established by the Committee to determine the qualified status of
domestic relations orders and to administer distributions under such
orders in accordance with Section 206(d)(3) of ERISA, and regulations
thereunder. For purposes of this Plan a "Qualified Domestic Relations
Order" means any judgment, decree, or order (including approval of a
property settlement) which creates or recognizes the existence of an
alternate payee's right to, or assigns to an alternate payee the right
to receive all
</TABLE>
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ARTICLE XVII - NON-ASSIGNABILITY
PARAGRAPH
<TABLE>
<S> <C> <C>
3. Qualified Domestic or a portion of the benefits payable with respect to a Participant under this Plan,
Relations Orders and relates to the provision of child support, alimony payments, or
(Continued) marital property rights to a spouse, former spouse, child, or other
dependent of a Participant, is made pursuant to a state domestic
relations law (including a community property law), and which meets the
requirements of Section 206(d)(3)(C) and (D) of ERISA. For purposes of
the foregoing, an "alternate payee" means any spouse, former spouse,
child, or other dependent of a Participant who is recognized by a
Qualified Domestic Relations Order as having a right to receive all or a
portion of, the benefits payable under the Plan with respect to such
Participant.
</TABLE>
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<PAGE> 89
ARTICLE XVIII
TERMS OF EMPLOYMENT UNAFFECTED
PARAGRAPH
<TABLE>
<S> <C>
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.
</TABLE>
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<PAGE> 90
ARTICLE XIX
CONSTRUCTION OF PLAN
PARAGRAPH
<TABLE>
<S> <C>
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.
</TABLE>
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<PAGE> 91
ARTICLE XX
EFFECTIVE DATE
PARAGRAPH
<TABLE>
<S> <C>
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.
</TABLE>
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<PAGE> 92
ARTICLE XXI
TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Minimum Contribution If this Plan is top heavy in any Plan Year beginning after December 31,
1983, the Plan guarantees a minimum contribution of three percent (3%) of
Compensation for each Non-key Employee who is a Participant employed by
the Company on the last day of the Plan Year. If the contribution rate
for the Key Employee with the highest contribution rate is less than
three percent (3%), the guaranteed minimum contribution for Non-key
Employees under this paragraph 1. shall equal the highest contribution
rate received by a Key Employee. The contribution rate is the sum of
Company contributions (not including Company contributions to Social
Security) and any forfeitures allocated to the Participant's Account for
the Plan Year divided by his/her Compensation for the Plan Year taking
into consideration amounts contributed as a result of a salary reduction
arrangement in determining the contributions made on behalf of Key
Employees. All qualified defined contribution plans maintained by the
Company shall be considered as a single plan for purposes of determining
the contribution rate. For any year in which the Plan is top heavy, each
Non-key Employee shall receive a minimum contribution if not separated
from service at the end of the Plan Year regardless of whether such Non-
key Employee has declined to make any mandatory contribution otherwise
required by the Plan.
If this Plan is top heavy and any Participant in the Plan is a
Participant in any other top-heavy defined contribution plan(s)
maintained by the Company, then this Plan shall provide the defined
contribution plan minimum contribution for all such top-heavy defined
contribution plans.
If any Participant in the Plan is also covered by a top-heavy defined
benefit plan
</TABLE>
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<PAGE> 93
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Minimum Contribution of the Company, the aggregate top-heavy minimum benefit requirement for such
(Continued) Participant for all plans affected shall be satisfied by such Participant
receiving a safe haven minimum defined contribution under this Plan equal to
at least five percent (5%) of his/her Compensation for each Plan Year such plans
are top-heavy, all in accordance with and pursuant to the provisions of Treasury
Regulations, Section 1.416-1, M-12, and any amendment thereto.
2. Rate of Minimum To the extent the contribution rate with respect to a Non-key Employee for a
Contribution Plan Year as described in paragraph 1. above, is less than the minimum contribution,
the Company will increase its contribution for such Employee to the extent necessary
so his/her contribution rate for the Plan Year shall equal the guaranteed
minimum contribution. The required additional contribution shall be made
from net profits of the Company to the extent available, but if for a
particular Plan Year there are no profits out of which to make
contributions to the Plan, the Company shall nevertheless make the
minimum guaranteed contribution for each Non-key Employee. The Committee
shall allocate the additional contribution to the account of the Non-key
Employee for whom the Company makes the contribution.
3. Top-Heavy Status The Plan is top heavy for a Plan Year if the top-heavy ratio as of the Determination
Determination Date exceeds sixty percent (60%). The top-heavy ratio is a fraction, the numerator
of which is the present value of the Accrued Benefit of all Key Employees as of the
Determination Date, the contributions due as of the Determination Date, and
distributions made within the five (5)-year period immediately preceding
the Determination Date, and the denominator of which is a similar sum
determined for all Participants under this Plan; provided, that if any
individual has
</TABLE>
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<PAGE> 94
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C>
3. Top-Heavy Status not performed services for the Company at any time during the five (5)-year period
Determination ending on the Determination Date, any accrued benefit for such individual
(Continued) (and on account of such individual) shall not be taken into account. The
foregoing determination of top-heaviness, and the top-heavy ratio shall
also apply to distributions under a terminated plan which if it had not
been terminated would have been required to be included in an aggregation
group including the Plan. The Committee shall calculate the top-heavy
ratio without regard to any Non-key Employee who was formerly a Key
Employee. The Committee shall calculate the top-heavy ratio, including
the extent to which it must take into account any distributions,
rollovers, and other transfers, in accordance with Code Section 416 and
the regulations thereunder.
If the Company maintains any other qualified plans, this Plan is a top-
heavy plan only if it is part of the Top-Heavy Aggregation Group, and the
top-heavy ratio for both the Top-Heavy Aggregation Group and the
Additional Aggregation Group exceeds sixty percent (60%). The Committee
shall calculate the top-heavy ratio and determine top-heavy status for
the aggregation of plans for a particular year by the following
procedures:
a. The present value of accrued benefits (including distribution to Key
Employees) is determined separately for each plan as of each plan's
Determination Date;
b. The plans are then aggregated by adding together the results for
each plan as of the Determination Dates for such plans that fall
within the same calendar year, and
c. The combined results shall indicate whether or not the plans so
aggregated are top heavy.
</TABLE>
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<PAGE> 95
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C>
4. Top-Heavy Contribution If the Plan is a top-heavy plan, paragraphs 2(B) and 3(B) of Code Section 415(e)
Limits shall be applied by substituting "1.0" for "1.25" therein. Such substitution
need not be made if the minimum contribution provided for under paragraph 1. of
this Article XXI is applied by substituting "four percent (4%)" for "three percent
(3%)" therein, and if the Plan would not be a top-heavy plan if "ninety percent
(90%)" were substituted for "sixty percent (60%)" wherever it appears in
paragraph 3. of this Article XXI; provided, that such factor of "1.0"
must always be applied under paragraphs 2(B) and 3(B) of Code Section
415(e) when the top-heavy ratio for the Plan exceeds ninety percent
(90%). The transition rules as to such required substitution provided by
Section 416(h)(3) of the Internal Revenue Code may be employed, if
applicable, for the purposes of limitations determined by such fractions,
and the application of the first sentence of this paragraph 4. above,
shall be suspended with respect to any individual so long as there are no
(i) current contributions, forfeitures, or voluntary nondeductible
contributions allocated to such individual, or (ii) accruals for such
individual under the defined benefit plan of the Company. If this Plan
is a top-heavy plan and the first sentence of this paragraph 4. above,
applies, then in calculating the combined limitation for a Participant in
the Plan who is also a Participant in the defined benefit plan of the
Company, as provided under Article VIII, paragraph 7. of this Plan and
the Retirement Plan of the Company, the numerator of the transition
fraction, if applicable, shall be forty-one thousand five hundred dollars
($41,500) instead of fifty-one thousand eight hundred seventy-five
dollars ($51,875).
5. Vesting The vesting in Plan benefits for Participants provided in paragraph 1. of
Article XI, shall be applicable to this Plan as a top-heavy plan.
</TABLE>
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<PAGE> 96
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C>
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.
</TABLE>
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<PAGE> 97
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C> <C>
6. Definitions (Continued) b. "Non-key Employee" means a Participant who does not meet the
definition of Key Employee, and such Participant's beneficiary or
beneficiaries.
c. "Five percent (5%) owner" means any person who owns (or is
considered as owning within the meaning of Code Section 318) more
than five percent (5) of the outstanding stock of the Company or
stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Company.
d. "One percent (1%) owner" means any person who would be described in
subparagraph c., above, if "one percent (1%)" were substituted for "five
percent (5%)" each place it appears in subparagraph c., above.
For purposes of the foregoing, subparagraph (C) of Code Section
318(a)(2) shall be applied by substituting "five percent (5%)" for
"fifty percent (50%);" the rules of Subsection (b),(c), and (m) of
Code Section 414 shall not apply for purposes of determining
ownership of the Company; and the term "compensation" shall have the
meaning given such term by Code Section 414(q)(7).
e. "Accrued Benefit" shall mean the amount of the Participant's account
under this Plan as of any particular date derived.
f. "Compensation" means the first two hundred thousand dollars
($200,000) (or greater amount prescribed hereafter by the Internal
Revenue Service) of the Participant's total annual compensation,
which includes the Participant's earned income, wages, salaries,
fees, for professional service and other amounts
</TABLE>
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<PAGE> 98
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C>
6. Definitions (Continued) received for personal services actually rendered in the course of
employment with the Company (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of
a percentage of profits, commissions on insurance premiums, tips and
bonuses). The term "Compensation" shall not include:
(1) Company contributions to a plan of deferred compensation to
the extent the contributions are not included in the gross
income of the Employee for the taxable year in which
contributed, on behalf of an Employee to a Simplified
Employee Pension Plan to the extent such contributions are
deductible by the Employee, and any distributions from a plan
of deferred compensation, regardless of whether such amounts
are includible in the gross income of the Employee when
distributed.
(2) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by an
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture.
(3) Amounts realized from the sale, exchange, or other
disposition of stock acquired under a qualified stock option.
(4) Other amounts which receive special tax benefits, such as
premiums for group term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by an Employer
(whether or not
</TABLE>
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<PAGE> 99
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C> <C>
6. Definitions (Continued) under a salary reduction agreement) towards the purchase of
an annuity contract described in Code 403(b) (whether or not
the contributions are excludible from the gross income of the
Employee).
The provisions of this subparagraph f. shall apply solely to
purposes of this Article XXI, and such compensation is those amounts
actually paid or made available to a Participant or includible in
his/her gross income within the limitation year for this Plan.
g. "Top-Heavy Aggregation Group" means each qualified plan of the
Company in which at least one (1) Key Employee participates (in the
Plan Year containing the Determination Date or any of the four (4)
preceding Plan Years) and any other qualified plan of the Company
which, when considered with such qualified plans with Key Employee
participants, enables such plans (those with at least one (1) Key
Employee) to meet the coverage and nondiscrimination rules of
Section 401(a)(4) or 410 of the Internal Revenue Code.
h. "Additional Aggregation Group" means the Top-Heavy Aggregation Group
plus any other qualified plans maintained by the Company, but only
if such group would satisfy in the aggregate the requirements of
Sections 401(a)(4) and 410 of the Internal Revenue Code. The
Committee shall determine which plan or plans to consider in
determining the Additional Aggregation group.
i. "Determination Date" for any Plan Year is the last day of the
preceding Plan Year.
</TABLE>
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<PAGE> 100
ARTICLE XXI - TOP-HEAVY RULES
PARAGRAPH
<TABLE>
<S> <C> <C> <C>
6. Definitions (Continued) j. "Valuation Date" means the annual date on which Plan assets are to
be valued hereunder for the purpose of determining the value of
account balances, which occurred most recently within a twelve (12)-
month period ending on the determination date.
</TABLE>
-94-
<PAGE> 101
ARTICLE XXII
TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
1. General If a Participant was a participant in a defined contribution plan of a
subsidiary of the Company that is subject to Code Sections 401(a)(11) and
417 with respect to that Participant, from which assets in which the
Participant had a vested account and benefits have been transferred
directly or indirectly on or after January 1, 1985, to the Trust of this
Plan pursuant to paragraphs 1. and 2. of Article V, that vested account
and benefits (hereinafter referred to as "Transferred Participant
Account") of the Participant shall be held, invested, maintained and
distributed in accordance with this Article XXII.
2. Separate Accounting A Participant's Transferred Participant Account shall be accounted for
and Accrual separately from all other of his/her contributions hereunder and the Company's
contributions to his/her regular Participant Account. The Participant's rights
in his/her accrued benefit derived from his/her Transferred Participant Account
shall be nonforfeitable, and any income and earnings therefrom and accretions
thereon, shall be separately accounted for and become vested in such
Participant immediately upon receipt thereof by the Trustee of such
income, earnings and accretions, and (subject to subsequent loss through
decline in value of investments) and the Participant may not thereafter
be deprived of such funds under any provision of the Plan.
3. Other Plan Provisions Except as otherwise provided in this Article XXII, the Transferred Participant
Applicable Account of any Participant shall be separately held, accounted for, and distributed,
but in the same manner and subject to the same rules, requirements, and limitations
as generally apply to a Participant's account under all provisions of this Plan.
</TABLE>
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<PAGE> 102
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
4. ONEOK Drilling Plan Subject to the provisions of paragraphs 5. through 10. of this Article XXII, below, a
Transferred Account Participant who has a Transferred Participant Account from a transfer thereof to the
Annuity Conversion Trust of this Plan from the trust of the ONEOK Drilling Company Profit-Sharing Thrift
Plan ("ONEOK Drilling Company Plan") may elect distribution of such Transferred
Participant Account in one (1) or a combination of (i) conversion of such Transferred
Participant Account to annuities under a group annuity contract of the type provided
by the ONEOK Drilling Company Plan at the time of transfer of the Transferred
Participant Account to the Trust of this Plan, if reasonably available, with
distributions being made pursuant to the terms and conditions thereof and in such
amounts and for such durations as specified in said group annuity contract, or (ii)
conversion of such Transferred Participant Account to annuities under an annuity
contract or contracts selected and approved by the Committee with terms and
provisions comparable to such group annuity contract available under the ONEOK
Drilling Company Plan at the time of such transfer, or (iii) payment in a single
lump-sum.
5. Distributions Subject to paragraphs 8. and 9., below, the Transferred Participant Account of a
Participant shall not be distributed under a method of payment which, as of the
Required Beginning Date, does not satisfy the minimum distribution requirements
established by this Article XXII or paragraph 9. of Article XI, or which is not
consistent with Treasury regulations. The minimum distribution for a calendar year
equals the Participant's nonforfeitable accrued benefit in his/her Transferred
Participant Account at the beginning of the year divided by the Participant's life
expectancy or, if applicable, the life expectancy of such Participant and his/her
designated beneficiary. For the purposes of this
</TABLE>
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<PAGE> 103
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
5. Distributions Article XXII, the "Required Beginning Date" shall mean the latest date for
(Continued) distribution to a Participant stated in paragraph 9. of Article XI. In computing a
minimum distribution, the life expectancy multiples under Treasury Regulations,
Section 1.72-9 shall be used. For purposes of such computation, a Participant's life
expectancy may be recalculated no more frequently than annually, but the life
expectancy of a nonspouse beneficiary may not be recalculated. If the Participant's
spouse is not the designated beneficiary, the method of distribution selected must
provide that the present value of the payments to be made to the Participant is more
than fifty percent (50%) of the present value of the total payments to the
Participant and his/her beneficiaries.
6. Consent of Distribution A Participant and the spouse of the Participant (or where the Participant has died,
the surviving spouse) must consent to the form of the distribution of the Transferred
Participant Account the Committee directs the Trustee to make if: (i) the present
value of the Participant's nonforfeitable accrued benefit exceeds three thousand five
hundred dollars ($3,500); (ii) the Qualified Joint and Survivor Annuity provisions
stated below in this Article XXII apply to the distribution; and (iii) a distribution
in a form other than a Qualified Joint and Survivor Annuity is to be made.
7. Time of Distribution If distribution of a Participant's Transferred Participant Account in other than
lump-sum is authorized by this Article XXII, then upon the death of the Participant,
the Participant's Transferred Participant Account shall be paid in accordance with
this paragraph. If the Participant's death occurs after payment of the Participant's
Transferred Participant Account has begun, payment thereof shall be completed over a
</TABLE>
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ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
7. Time of Distribution period which does not exceed the payment period which had commenced. If the
(Continued) Participant's death occurs prior to the time payment of the Participant's benefit
from the Transferred Participant Account has begun, the payment thereof shall be made
over a period not exceeding (i) five (5) years after the date of the Participant's
death, or (ii) if the beneficiary is a designated beneficiary, over the designated
beneficiary's life expectancy; but payment of the Participant's Transferred
Participant Account over a period described in (ii) shall not be made unless such
payment to the designated beneficiary begins no later than one (1) year after the
date of the Participant's death or, if later, and the designated beneficiary is the
Participant's surviving spouse, the date the Participant would have attained age
seventy and one-half (70 1/2).
8. Qualified Joint and For Plan Years beginning after December 31, 1984, the Committee shall direct the
Survivor Annuity; Trustee to distribute a married or unmarried Participant's Transferred Participant
Qualified Preretirement Account, otherwise payable in annuity form, in the form of a Qualified Joint and
Survivor Annuity Survivor Annuity or a Qualified Preretirement Survivor Annuity, unless the
Participant makes a valid election to waive the Qualified Joint and Survivor Annuity
or Qualified Preretirement Survivor Annuity under paragraph 9. of this Article XXII,
below.
"A Qualified Joint and Survivor Annuity" is an annuity which is purchasable with the
Participant's Transferred Participant Account and which is payable for the life of
the Participant with, if the Participant is married on the Annuity Starting Date, a
survivor annuity payable for the life of the Participant's surviving spouse equal to
fifty percent (50%) of the amount of the annuity payable during the joint lives of
the
</TABLE>
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<PAGE> 105
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Qualified Joint and Participant and his/her spouse, and which is the actuarial equivalent of a single
Survivor Annuity; annuity for the life of the Participant. On or before the Annuity Starting Date, the
Qualified Preretirement Committee, in its sole discretion without Participant or spousal consent, may direct
Survivor Annuity the Trustee to pay the Participant's Transferred Participant Account in a lump sum,
(Continued) in lieu of a Qualified Joint and Survivor Annuity, if the present value of a
Qualified Joint and Survivor Annuity purchasable with the Participant's Transferred
Participant Account (excluding accumulated deductible employee contributions) does
not exceed three thousand five hundred dollars ($3,500).
If a married Participant dies before the Annuity Starting Date and such Participant
has a surviving spouse, the Committee shall direct the Trustee to distribute the
Participant's Transferred Participant Account to the Participant's surviving spouse
in the form of a Qualified Preretirement Survivor Annuity, unless the Participant has
a valid waiver election in effect. A "Qualified Preretirement Survivor Annuity" is
an annuity which is actuarially equivalent to fifty percent (50%) of the
Participant's Transferred Participant Account (determined as of the date of the
Participant's death) and which is payable for the life of the Participant's surviving
spouse. Any security interest held by reason of a loan outstanding to the
Participant shall be taken into account in determining the amount of the Qualified
Preretirement Survivor Annuity. The Participant's surviving spouse may elect to have
the Trustee commence payment of the Qualified Preretirement Survivor Annuity within a
reasonable period of time following the date of the Participant's death. Furthermore,
if the present value of the Qualified Preretirement Survivor Annuity exceeds three
thousand five hundred dollars
</TABLE>
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<PAGE> 106
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
8. Qualified Joint and ($3,500), the Committee shall not direct the Trustee to distribute the Qualified
Survivor Annuity; Preretirement Survivor Annuity to the Participant's surviving spouse prior to the
Qualified Preretirement date the Participant would have attained age sixty-five (65) without the written
Survivor Annuity consent of the surviving spouse. The Committee, in its sole discretion, may direct
(Continued) the Trustee to make a lump-sum distribution to the Participant's surviving spouse in
lieu of a Qualified Preretirement Survivor Annuity, if the present value of the
Qualified Preretirement Survivor Annuity is not greater than three thousand five
hundred dollars ($3,500).
If the Participant has in effect a valid waiver election regarding the Qualified
Joint and Survivor Annuity or the Qualified Preretirement Survivor Annuity, the
Committee shall direct the Trustee to distribute the Participant's Transferred
Participant Account in accordance with paragraphs 3. and 4., above. For purposes of
applying this Article XXII, the Committee shall treat a former spouse as the
Participant's spouse or surviving spouse to the extent provided under a Qualified
Domestic Relations Order (as defined in Code Section 414(p)).
9. Notices; Waiver Within the Applicable Notice Period with respect to such Participant, the Company
Election shall provide the Participant a written explanation of the terms and conditions of
the Qualified Joint and Survivor Annuity, the Participant's right to make and the
effect of an election to waive the Qualified Joint and Survivor Annuity form of
benefit, the rights of the Participant's spouse to consent to such a waiver election,
and the right to make and the effect of a revocation of the Participant's waiver
election. A Participant may elect at any time during the Applicable Election Period
to waive the Qualified Joint and Survivor Annuity form of benefit. The
</TABLE>
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<PAGE> 107
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
9. Notices; Waiver Participant may revoke a waiver of the Qualified Joint and Survivor Annuity
Election (Continued) or make a new waiver at any time during the Applicable Election Period.
A married Participant's waiver election is not valid after December 31,
1984, unless (i) the Participant's spouse (to whom the survivor annuity
is payable under the Qualified Joint and Survivor Annuity) has consented
in writing to the waiver election, (ii) such election designates a
beneficiary (or form of benefit) which may not be changed without spousal
consent (or the consent of the spouse expressly permits designations by
the Participant without any requirement of further consent by the
spouse), and (iii) the spouse's consent acknowledges the effect of the
election, and a notary public or the Company (or its Plan representative)
witnesses the spouse's consent. The spouse's consent to a waiver of the
Qualified Joint and Survivor Annuity shall be irrevocable unless the
Participant revokes the waiver election.
The Company may accept as valid a waiver election which does not satisfy
the spousal consent requirements, if the Company establishes the
Participant does not have a spouse, the Company is not able to locate the
Participant's spouse, or other circumstances exist under which the
Treasury Regulations excuse the consent requirement.
Notwithstanding the foregoing, a Qualified Joint and Survivor Annuity and
Qualified Preretirement Survivor Annuity will not be provided unless the
Participant and spouse had been married throughout the one-year period
ending on the earlier of (i) the Participant's Annuity Starting Date or
(ii) the date of the Participant's death; except that if a Participant
marries within one (1) year before the Annuity Starting Date, and the
Participant and the Participant's spouse in such marriage have been
married for at
</TABLE>
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<PAGE> 108
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
9. Notices; Waiver least a one-year period ending on or before the date of the Participant's death,
Election (Continued) such Participant and such spouse shall be treated as having been married throughout
the one-year period ending on the Participant's Annuity Starting Date.
With respect to any Participant's Transferred Participant Account subject
to paragraph 8., the Company shall provide to each Participant, within
the Applicable Notice Period with respect to such Participant in a manner
consistent with Treasury Regulations, a written explanation of the terms
and conditions of the Qualified Preretirement Survivor Annuity comparable
to the explanation of the Qualified Joint and Survivor Annuity required
hereunder. If the Participant's Transferred Participant Account is not
subject to paragraph 8. above prior to the time the Company must provide
the written explanation of the Qualified Preretirement Survivor Annuity,
the Company shall provide the written explanation within a reasonable
period consistent with Treasury Regulations following the time the
Participant's Transferred Participant Account first is subject to this
Article XXII, but not later than the close of the second Plan Year
following the Plan Year in which the Participant enters the Plan or first
becomes subject to paragraph 8. A Participant may elect at any time
during the Applicable Election Period to waive the Qualified
Preretirement Survivor Annuity form of benefit. A Participant may revoke
a waiver of the Qualified Preretirement Survivor Annuity or make a new
waiver at any time during the Applicable Election Period.
A Participant's waiver election of the Qualified Preretirement Survivor
Annuity is not valid unless (i) the Participant makes the waiver election
no earlier than the first day of the Plan Year in which he/she attains
</TABLE>
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<PAGE> 109
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
9. Notices; Waiver age thirty-five (35), and (ii) after December 31, 1984, the Participant's
Election (Continued) spouse (to whom the Qualified Preretirement Survivor Annuity is payable)
satisfies the consent requirements described above. The spouse's consent
to a waiver of the Qualified Preretirement Survivor Annuity is irrevocable
unless the Participant revokes the waiver election. Irrespective of the
time ofelection requirement described in (i), if the Participant separates
from service prior to the first day of the Plan Year in which he/she attains
age thirty-five (35), the Company may accept a waiver election with
respect to the Transferred Participant Account attributable to his/her
service prior to his/her separation from service.
10. Definitions; and For purposes of paragraphs 8. and 9. of this Article XXII, the term "Annuity
Applicable Rules Starting Date" means with respect to the Participant's Transferred Participant
Account (i) the first day of the first period for which an amount is payable
as an annuity, or (ii) in the case of a benefit not payable in the form of an
annuity, the first day on which all events have occurred which entitle the
Participant to such benefit. The term "Earliest Retirement Age" means the
earliest date on which, under the Plan, the Participant could elect to receive
retirement benefits with respect to his/her Transferred Participant Account.
The term "Applicable Notice Period" means, with respect to a Qualified Joint
and Survivor Annuity for a Participant, a reasonable period of time
before the Annuity Starting Date (as consistent with applicable Treasury
Regulations) and with respect to a Qualified Preretirement Survivor
Annuity for a Participant, whichever of the following periods ends last:
(i) the period beginning with the first day of the Plan Year in which the
Participant attains age thirty-two (32) and ending with the close of the
Plan Year preceding the Plan Year in which the
</TABLE>
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<PAGE> 110
ARTICLE XXII - TRANSFERRED PLAN ACCOUNTS
PARAGRAPH
<TABLE>
<S> <C> <C>
10. Definitions; and Participant attains age thirty-five (35); (ii) a reasonable period after the
Applicable Rules individual becomes a Participant; (iii) a reasonable period ending after
(Continued) the Plan ceases to fully subsidize costs of the benefit, if applicable;
or (iv) a reasonable period ending after Code Section 401(a)(11) applies
to the Participant provided that in the case of a Participant who
separates from service before attaining age thirty-five (35), the
Applicable Notice Period shall be a reasonable period after separation.
The term "Applicable Election Period" means (i) with respect to a
Qualified Joint and Survivor Annuity, the ninety-day (90) period ending
on the Annuity Starting Date and (ii) with respect to a Qualified
Preretirement Survivor Annuity, the period which begins on the first day
of the Plan Year in which the Participant attains age thirty-five (35)
and ends on the Participant's death.
The present value of a benefit shall be calculated (i) by using an
interest rate no greater than the Applicable Interest Rate if the vested
accrued benefit of the Participant's Transferred Participant Account
(using such rate) is not in excess of twenty-five thousand dollars
($25,000) and (ii) by using an interest rate no greater than one hundred
twenty percent (120%) of the Applicable Interest Rate if the vested
accrued benefit of the Participant's Transferred Participant Account
exceeds twenty-five thousand dollars ($25,000) (as determined under
clause (i)); provided, in no event shall the present value under clause
(ii) be less than twenty-five thousand dollars ($25,000). For purposes
of the foregoing, the term "Applicable Interest Rate" means the interest
rate which would be used (as of the date of distribution) by the Pension
Benefit Guaranty Corporation for purposes of determining the present
value of a lump sum distribution on Plan termination.
</TABLE>
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<PAGE> 111
ARTICLE XXIII
MODIFICATION AND TERMINATION
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Amendment and The Company hopes and expects to continue the Plan indefinitely. However, the
Termination of Plan right to amend, modify or terminate the Plan is necessarily reserved by the Company.
The amendment or modification of the Plan may be made by the Chief Executive Officer
of the Company, upon approval by the Thrift Plan Committee, executing a written
instrument containing such amendment or modification as he deems necessary or
advisable (pursuant to authority which has been duly delegated to him by the Board
and is hereby acknowledged and recognized); provided, that no amendment or
modification of the Plan which would increase the benefits provided to Participants
or increase contributions required to be made by the Company under the Plan, or to
terminate the Plan, shall be made unless such amendment or modification is authorized
pursuant to a resolution adopted by the Board; provided that any amendment which:
a. increases the maximum allowable Participant's after-tax deposit
and/or pre-tax deposit percentages, or
b. increases the rate of percentage of Company contributions in
relation to Participant deposits, or
c. results (as of the effective date of such amendment) in more than a
ten percent (10%) increase in the Maximum Annual Company
Contribution to the Plan, or
d. alters the form or amount of benefits as between Highly Compensated
Employees and other Employees, shall not be made effective without
the approval of the Stockholders.
For purposes of this paragraph 1. of this Article XXIII, the term "Maximum Annual
Company Contribution" means the amount which the Company would be required to
contribute
</TABLE>
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<PAGE> 112
ARTICLE XXIII - MODIFICATION AND TERMINATION
PARAGRAPH
<TABLE>
<S> <C> <C>
1. Amendment and to the Plan for a Plan Year if every Employee eligible to participate in the Plan
Termination of elected to participate in the Plan and deposited, or elected to have deposited,
Plan (Continued) the maximum percentage of his/her current annual compensation in such Plan Year
permissible under the terms of the Plan.
2. Limit to Effect of A modification may affect Participants at the time thereof as well as future
Modification Participants, but no modification, termination or partial termination or
discontinuance of the Plan for Modification any reason may diminish the account of
any Participant as of the effective date of such modification or discontinuance. No
modification may alter the allocation of the benefits as between Officers and
Directors on the one hand and other Employees on the other hand. A modification
which affects the rights or duties of the Trustee may be made only with the consent
of the Trustee.
3. Participant Rights in In the event that any modification of the Plan shall adversely affect the rights of
Case of Modification any Participant as to the use of or withdrawal from his/her account, such
Participant, for a period of ninety (90) days after the effective date of such
modification, shall have the option, to be exercised by written notice to the Trustee
in form prescribed by the Committee (a copy of which form of notice shall accompany
the notice of modification), to have liquidated and distributed to him/her his/her
entire account as of the effective date of such modification; provided, that such
right of distribution shall be subject to any applicable qualification requirements
of the Code and regulations thereunder, and shall not be permitted to the extent the
Committee determines that such distribution will adversely affect the qualified
status of the Plan, or is otherwise not permissible or authorized under the Code and
regulations.
</TABLE>
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<PAGE> 113
ARTICLE XXIII - MODIFICATION AND TERMINATION
PARAGRAPH
<TABLE>
<S> <C> <C>
4. Nonforfeitability Notwithstanding any other provisions of the Plan, in the case of any
merger or consolidation with, or transfer of assets or liabilities to,
any other plan after the date of the enactment of the Employee Retirement
Income Security Act of 1974, each Participant in the Plan shall (if the
Plan then terminated) receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit
he/she would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated).
5. Termination The Company reserves the right to terminate the trust under the Trust Agreement,
Distributions but upon any termination or partial termination of the trust, each Participant
will receive distribution of the entire balance of his/her account held under
the Trust, provided that if the Participant's Account exceeds $3,500, it shall
not be immediately distributed prior to his/her attaining age sixty-five (65)
without the written consent of the Participant; but no consent to immediate
distribution shall be required in the event of death of the Participant,
and such requirement of consent shall not give a Participant a right to
any form or method of payment of his/her account other than immediate
distribution of his/her entire account balance.
</TABLE>
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<PAGE> 114
PLAN INDEX - Continued
ONEOK Inc. ONEOK EXPLORATION COMPANY
By: /s/ LARRY W. BRUMMETT By: /s/ LARRY W. BRUMMETT
--------------------------------- ---------------------------------
Larry W. Brummett Larry W. Brummett
Chairman of the Board, President, Chairman of the Board, President,
and Chief Executive Officer and Chief Executive Officer
ONEOK PRODUCTS COMPANY ONEOK LEASING COMPANY
By: /s/ LARRY W. BRUMMETT By: /s/ LARRY W. BRUMMETT
--------------------------------- ---------------------------------
Larry W. Brummett Larry W. Brummett
Chairman of the Board and Chairman of the Board, President,
Chief Executive Officer and Chief Executive Officer
ONEOK PARKING COMPANY
By: /s/ LARRY W. BRUMMETT
---------------------------------
Larry W. Brummett
Chairman of the Board
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