ANNUAL OFFICER INCENTIVE PLAN

Exhibit 10.1

ONEOK, Inc.

ANNUAL OFFICER INCENTIVE PLAN

1.   Name and Effective Date.  The plan hereby created shall be known as the ONEOK, Inc. Annual Officer Incentive Plan (“Plan”).  The Plan shall be effective as of January 1, 2000, and shall first apply with respect to the fiscal year ending December 31, 2000.  This Plan is intended to replace the ONEOK, Inc. Key Employee Annual Incentive Plan, as assumed on November 26, 1997.  The Plan shall remain in effect until terminated by the Board of Directors of ONEOK, Inc. (“Board of Directors”) pursuant to paragraph 13, below.

2.   Purpose .  The purpose of this Plan is to provide certain officers of ONEOK, Inc. (the “Company”) who are eligible for participation in the Plan under paragraph 4, below, with a direct financial interest in the performance and profitability of the Company, and particular business units thereof, and to reward performance in employment with the Company.  It is the intention (but not the obligation) of the Company that payment of Incentive Awards (as defined herein) will be made annually in accordance with the terms of this Plan.

3.   Definitions .  Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings set forth below:

“Board of Directors” shall mean the Board of Directors of ONEOK, Inc.

“Change in Control” shall mean the occurrence of a change in control as defined in the ONEOK, Inc. Severance Pay Plan.

“Committee” shall mean the Executive Compensation Committee of the Board of Directors of the Company.

“Common Stock” shall mean the common stock, par value $0.01, of ONEOK, Inc.

“Company” shall mean ONEOK, Inc., its divisions and subsidiaries, or, any successor thereto by merger, consolidation, liquidation, or other reorganization.

“Disability” shall mean a physical or mental infirmity which impairs the Participant’s ability to perform substantially his or her duties for a period of one-hundred eighty (180) consecutive days.

“Employee” shall mean an active full-time employee of the Company, and shall exclude independent contractors, or leased or temporary employees.  Employees included in other annual cash incentive plans shall not be considered as Employees for the purpose

of this Plan.  Except as otherwise specifically provided in this Plan, separated and retired employees shall not be considered as Employees for purposes of this Plan.

“Executive Officer” shall mean an individual elected as an Executive Officer of the Company by the Committee for purposes of determination and payment of incentive compensation awards under the Plan.

“Fiscal Year” shall mean the 12-month period utilized by the Company for financial accounting purposes beginning each January 1 and ending on the next following December 31.

“Incentive Award” shall mean the awards of incentive compensation made to Participants in the Plan pursuant to its terms.

“Long-Term Incentive Plan” shall mean the ONEOK, Inc., Long-Term Incentive Plan (previously known as the “ONEOK, Inc., Key Employee Stock Plan”) established August 17, 1995, as amended.

“Participant” shall mean an Employee of the Company who is eligible for participation in the Plan under the eligibility provisions of Paragraph 4 of this Plan.

“Plan” shall mean this ONEOK, Inc. Annual Officer Incentive Plan set forth herein and as amended from time to time.

“Plan Year” shall mean the Fiscal Year of the Company.

“Retirement” shall mean a voluntary termination of employment of the Participant with the Corporation and/or a division or subsidiary thereof by the Participant if at the time of such termination of employment the Participant has both completed five (5) years of service with the Corporation and/or a division or subsidiary thereof and attained age fifty (50).

4.   Eligible Plan Participants .  Participation in the Plan shall include Employees who are Executive Officers of the Company, but shall exclude:

Except as otherwise provided herein, only Participants who are eligible Employees and Executive Officers on the active payroll of the Company on January 1, and who remain as eligible Employees and Participants throughout the entire Plan Year, shall be entitled to receive an Incentive Award for that Plan Year; provided, however, that an individual who becomes an Employee and Executive Officer after January 1 of the Plan Year may be made eligible to participate in the Plan and receive a prorated Incentive Award for that Plan Year, as determined by the Committee.

5.   Participant Classifications and Awards .  Participants in the Plan shall be eligible to receive Incentive Awards for a Plan Year, but shall not receive incentive awards under the Annual Employee Incentive Plan (an “Employee Incentive Award”). Notwithstanding the foregoing, if an individual who is an Employee but not an Executive Officer on January 1 of a Plan Year, and thereafter is elected to be an Executive Officer at a subsequent date during such Plan Year, that individual be entitled to receive a prorated Incentive Award and a prorated Employee Incentive Award as determined by the Committee, in its sole discretion.

6.   Administration .  The Plan shall be administered by the Committee which shall be composed of at least three members of the Board of Directors.  The Committee is hereby vested with full powers of administration of the Plan, subject only to the provisions herein set forth.  Members of the Committee shall not be eligible to receive Incentive Awards or any other financial benefit under the Plan.  The Committee shall act by a vote of a majority of a quorum or by unanimous written consent.  A majority of its members shall constitute a quorum.  The Board of Directors may, from time to time, remove members from or add members to the Committee.  Vacancies on the Committee, arising for any reason, shall be filled only by the Board of Directors.  Subject to Section 7, the Committee shall have the authority to define, prescribe, amend and rescind rules, regulations, procedures, terms and conditions relating to the Plan.  The Committee shall also have the authority to make all other determinations necessary or advisable, in its sole discretion, for the administration of the Plan, including but not limited to interpreting the Plan, correcting defects, reconciling inconsistencies and resolving ambiguities and determining all questions that shall arise under the Plan, including questions as to righ