DEFERRED COMPENSATION PLAN

This ONEOK, Inc., 2005 Nonqualified Deferred Compensation Plan (the “Plan”) and related agreements between the Employer and certain management or highly compensated employees is an unfunded, nonqualified deferred compensation plan and arrangement.

The purpose of the Plan is to provide a select group of management and highly compensated employees of the Employer with the option to defer the receipt of portions of their compensation payable for services rendered to the Employer, and provide nonqualified deferred compensation benefits which are not available to such employees by reason of limitations on employer and employee contributions to qualified pension or profit-sharing plans under the federal tax laws.

It is intended that the Plan will assist in attracting and retaining qualified individuals to serve as officers and managers of the Employer; and the Plan is intended to constitute a plan which is unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of, and as described in Section 201(2) and related provisions of ERISA.

The Plan is intended to meet all requirements of Section 409A of the Code for compensation deferred under the Plan to not be includible in gross income of the Participant until actually paid or distributed pursuant to the Plan.

The Plan is generally effective on January 1, 2005.

When used in this Plan and initially capitalized, the following words and phrases shall have the meanings indicated:

Account

“Account” means an account established and maintained for a Participant pursuant to this Plan, to which there shall be credited with and include all amounts of Deferred Compensation that is deferred by and for the Participant under the Plan, which may be accounted for as one or more separate items, amounts or subaccounts for the compensation that is deferred and credited pursuant to the Plan, and investment return thereon, to as determined and prescribed by the Committee.

Base Salary

“Base Salary” means a Participant’s basic wage or salary paid by the Employer to the Participant without regard to any increases or decreases in such basic wage or salary as a result of (i) an Election to defer basic wage or salary under this Plan or (ii) an Election between benefits or cash provided under a plan of the Employer maintained pursuant to Sections 125 or 401(k) of the Code, and as limited in Exhibit B attached hereto. The Base Salary does not include any Lump Sum Merit Award paid to a Participant, nor any Bonus, as defined in Section 2.5, below.

Beneficiary

“Beneficiary” means the person or persons designated or deemed to be designated by the Participant pursuant to Article VIII to receive benefits payable under the Plan in the event of the Participant’s death.

Board

“Board” means the Board of Directors of the Corporation.

Bonus

“Bonus” means the cash bonus paid or payable by the Employer to a Participant under an Incentive Plan without regard to any decreases as a result of (i) an Election to defer all or any portion of such Bonus under this Plan or (ii) an Election between benefits or cash provided under the Thrift Plan or any other plan of the Employer maintained pursuant to Section 401(k) of the Code.

Change in Ownership or Control

“Change in Ownership or Control” means to the extent provided by Treasury Regulations issued under Code Section 409A, a change in the ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation.

Code

“Code” means the Internal Revenue Code of 1986, and Treasury regulations thereunder, as amended from time to time.

Committee

“Committee” means the Executive Compensation Committee of the Board of Directors of the Corporation.

Compensation

“Compensation” means the Base Salary and Bonus payable with respect to an Eligible Employee for each calendar year.

Corporation

“Corporation” means ONEOK, Inc., its successors and assigns, or any division or Subsidiary thereof.

Deferred Compensation

"Deferred Compensation" means the Base Salary and Bonus deferred by a Participant under the Plan, and Qualified Employer Plan Excess Amounts and Supplemental Credit Amounts that are accrued, deferred and credited by the Corporation for a Participant under the Plan, that are made payable to a Participant in a later taxable year of the Participant pursuant to this Plan.

Defined Contribution Plan Excess Amounts

"Defined Contribution Plan Excess Amounts" means the excess amounts deferred by or for a Participant under this Plan with respect to qualified defined contribution plans established and maintained by the Corporation pursuant to Article V of the Plan.

Determination Date

“Determination Date” means a date on which the amount of a Participant’s Account is determined and updated as provided in Article VI. Each December 31 of a calendar year shall be the Determination Date.

Disabled

“Disabled” or “Disability” means that a Participant is unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering Employees of the Corporation. A Participant will be deemed to be Disabled if such Participant is determined to be totally disabled by the Social Security Administration.

Early Separation from Service

“Early Separation from Service” means a Participant’s Separation from Service prior to attaining age fifty (50) and completing five (5) years of service with the Corporation that is not by reason of death or Disability.

Early Separation from Service Form of Payment

“Early Separation from Service Form of Payment” shall mean the form of payment and distribution of a Participant’s Plan Benefit in the event of his/her Early Separation from Service which shall be a single lump sum payment at his/her Early Separation from Service Specified Time of Distribution.

Early Separation from Service Specified Time of Distribution

“Early Separation from Service Specified Time of Distribution” means a time of distribution and payment of the Participant’s Plan Benefit which is the date of his/her Early Separation from Service.

Election

“Election” means the election of a Participant or the Corporation for payment and distribution of Deferred Compensation to the Participant for services performed for a Plan Year.

Eligible Employee

“Eligible Employee” means a highly compensated or management employee of the Corporation who is designated by the Committee, by individual name, or group or description, in accordance with Section 3.1, as eligible to participate in the Plan.

Employee

“Employee” means an employee of the Corporation or a Subsidiary.

Employer

“Employer” means, with respect to a Participant, the Corporation or the Subsidiary which pays such Participant’s Compensation.

ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

Fiscal Year

“Fiscal Year” means the fiscal year of the Corporation commencing January 1 and ending the following December 31.

Fixed Schedule

“Fixed Schedule” means the distribution or payment of Deferred Compensation deferred under the Plan in a fixed schedule of distributions or payments that are determined and fixed at the time the deferral of such compensation is first elected by the Participant or Corporation under the Plan.

Incentive Plan

“Incentive Plan” means the Annual Officer Incentive Plan or Annual Employee Incentive Plan of the Corporation, as applicable to a Participant under the terms and provisions thereof.

Investment Return

“Investment Return” means the rate of investment return to be credited to a Participant’s Account pursuant to Section 6.2, which rate shall be determined in accordance with Section 6.3 and Exhibit “C” attached hereto; provided, that no Investment Return shall be credited with respect to the Retirement Plan Excess Amount.

Just Cause

“Just Cause”   shall mean the Employee’s conviction in a court of law of a felony, or any crime or offense in a court of law of a felony, or any crime or offense involving misuse or misappropriation of money or property; the Employee’s violation of any covenant, agreement or obligation not to disclose confidential information regarding the business of the Corporation (or a division or Subsidiary); any violation by the Employee of any covenant not to compete with the Corporation (or a division or Subsidiary); any act of dishonesty by the Employee which adversely affects the business of the Corporation (or a division or Subsidiary); any willful or intentional act of the Employee which adversely affects the business of, or reflects unfavorably on the reputation of the Corporation (or a division or Subsidiary); the Employee’s use of alcohol or drugs which interferes with the Employee’s performance of duties as an employee of the Corporation (or a division or Subsidiary); or the Employee’s failure or refusal to perform the specific directives of the Corporation’s Board, or its officers which directives are consistent with the scope and nature of the Employee’s duties and responsibilities with the existence and occurrence of all of such causes to be determined by the Corporation in its sole discretion; provided, that nothing contained in the foregoing provisions of this paragraph shall be deemed to interfere in any way with the right of the Corporation (or a division or Subsidiary), which is hereby acknowledged, to terminate the Employee’s employment at any time without cause.

Long-Term Deferral

“Long-Term Deferral” means a deferral Election that is not a Short-Term Deferral and under which distribution and payment of the Deferred Compensation and the Plan Benefit shall be distributed and paid at a Specified Time that shall be the Normal Specified Time of Distribution of the Participant. If a Subsequent Election is made, the Plan Benefit deferred by a Long-Term Deferral in the Election shall then be distributed and paid at the Subsequent Election Specified Time of Distribution elected in the Subsequent Election.

Lump Sum Merit Award

“Lump Sum Merit Award” means a Lump Sum Merit Award granted and paid to a Participant pursuant to the merit compensation program of the Corporation and its Subsidiaries.

Normal Specified Time of Distribution

"Normal Specified Time of Distribution" means a specified time that must be expressly designated as the Specified Time of Distribution of the compensation deferred by a Participant in and for each Long-Term Deferral Election, which Normal Specified Time of Distribution shall be the first date on which the Participant has (i) attained the age of fifty (50) years, (ii) completed five (5) years of service with the Corporation, and (iii) had a Separation from Service.

Participant

“Participant” means any Eligible Employee who elects to participate by filing a Participation Agreement as provided in Section 3.2.

Participation Agreement

“Participation Agreement” means the agreement filed by a Participant, in the form prescribed by the Committee, pursuant to Section 3.2.

Person

“Person” means an individual, a trust, estate, partnership, limited liability company, association, corporation or other entity.

Performance-Based Compensation

“Performance-Based Compensation” means compensation, including Bonus (as hereinabove defined), that is conditioned upon or subject to meeting certain requirements similar to those under Code Section 162(m), as more particularly provided for in Treasury Regulations issued under Code Section 409A.

Plan

“Plan” means this ONEOK, Inc. 2005 Nonqualified Deferred Compensation Plan, as amended from time to time.

Plan Benefit

“Plan Benefit” means the deferred benefit payable to a Participant or a Participant’s Beneficiary pursuant to Article VII and otherwise under the Plan.

Plan Year

“Plan Year” means a twelve-month period commencing January 1 and ending the following December 31.

Profit Sharing Plan

“Profit Sharing Plan” means the Profit Sharing Plan of the Corporation.

Profit Sharing Plan Excess Amount

“Profit Sharing Plan Excess Amount” means an amount equal to the Participant’s Compensation for the Plan Year that is used for calculating Company Contributions to the Profit Sharing Plan multiplied by the applicable percentage for determining the Company Contributions under the Profit Sharing Plan for the Plan Year, minus the amount of Profit Sharing Plan Company Contributions that are allocated to the Participant’s  Account for that Plan Year; it being intended that a Participant shall have credited with a Profit Sharing Plan Excess Amount that is equivalent to the amount of Company Contributions which could not be allocated to the Participant’s Account for the Plan Year by reason of all limitations on compensation and Company Contributions applicable to Profit Sharing Plan Company Contributions under the Code and Treasury regulations under the Code, including (i) the limitation on annual compensation of an Employee that may be taken into account under Code section 401(a)(17), (ii) the limitation on contributions and other additions under Code section 415(c), and (iii) the exclusion of the amount that a Participant has elected to defer out of his or her Base Salary or Bonus under this Plan from “compensation” as defined in the Profit Sharing Plan and/or used for calculation of Profit Sharing Plan contributions and allocations, which amount is to be credited to a Participant’s Account under Section 5.4 of the Plan.

Qualified Employer Plan Excess Amounts

"Qualified Employer Plan Excess Amounts" means amounts deferred by or for a Participant with respect to participation and/or benefits provided under a qualified defined contribution plan or defined benefit plan established and maintained by the Employer, as more particularly provided for under Article V and otherwise in this Plan.

Retirement Plan

“Retirement Plan” means the Retirement Plan for Employees of ONEOK, Inc. and Subsidiaries.

Retirement Plan Covered Compensation Excess Account

“Retirement Plan Covered Compensation Excess Account” means the account maintained on the books of the Employer for the purpose of accounting for the Retirement Plan Covered Compensation Excess Amount and for the amount of investment return credited thereto for each Participant pursuant to Article VI of the Plan.

Retirement Plan Covered   Compensation Excess Amount

“Retirement Plan Covered Compensation Excess Amount” means an amount for a Participant who is a participant in the Retirement Plan, and not a participant in the ONEOK, Inc. 2005 Supplemental Executive Retirement Plan nor a participant in the Profit Sharing Plan, that is equal to the Participant’s Compensation for the Plan Year less the limitations on compensation and contributions by the Corporation under the Code and Treasury regulations under the Code, including (i) the limitation on annual compensation of an Employee that may be taken into account under Code section 401(a)(17), and (ii) the limitation on contributions and other additions under Code section 415(c) multiplied by the applicable percentage for determining the Company Contributions under the Profit Sharing Plan for the Plan Year, which amount is to be

credited to be allocated to, or recorded in and accounted for in the Account of a Participant under Section 5.5 of the Plan.

Retirement Plan Excess Amount

“Retirement Plan Excess Amount” means the additional amount payable to a Participant with respect to the Retirement Plan pursuant to Section 7.13.

Separation from Service

“Separation from Service” means the termination of a Participant’s employment with the Corporation other than by reason of the Participant’s Disability or death.

Shares

“Shares” means the common stock, par value $0.01 per share, of the Corporation and any other securities into which such shares are changed or for which such shares are exchanged.

Short-Term Deferral

“Short-Term Deferral” means a deferral elected by a Participant under which payment of the Plan Benefit shall be deferred to commence at a Specified Time of Distribution irrespective of the Participant’s Separation from Service that is specified by the Participant in his or her Election, that shall be not less than five (5) years after the Participant’s Election thereof; provided, that the Committee, may, in its sole discretion, determine and direct that a shorter period, of not less than one (1) year, be applied to any Short-Term Deferral. If a Subsequent Election is made, the Plan Benefit deferred by a Short-Term Deferral in the Election shall then be distributed and paid at the Subsequent Election Specified Time of Distribution elected in the Subsequent Election.

Specified Employee

"Specified Employee" means an Employee who, as of the date of the Employee's separation from service, is a key employee of a Corporation if any stock of the Corporation is then publicly traded on an established securities market or otherwise; and for purposes of this definition, an Employee is a key employee if the Employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12-month period ending on a Specified Employee Identification Date. If an Employee is a key employee as of a Specified Employee Identification Date, the Employee shall be treated as a key employee for purposes of the Plan for the entire 12-month period beginning on the Specified Employee Effective Date. For purposes of identifying a Specified Employee by applying the requirements of section 416(i)(1)(A)(i), (ii), and (iii), the definition of compensation under §1.415(c)-2(a) shall be used, applied as if the Corporation were not using any safe harbor provided in §1.415(c)-2(d), were not using any of the elective special timing rules provided in §1.415(c)-2(e), and were not using any of the elective special rules provided in §1.415(c)-2(g).

Specified Employee Effective Date

"Specified Employee Effective Date" is the first day of the fourth month following the Specified Employee Identification Date.

Specified Employee Identification Date

"Specified Employee Identification Date" means December 31.

Specified Time

“Specified Time” means a date or dates that are not discretionary and objectively determinable at the time an amount of compensation is deferred and at which objectively determinable deferred amounts are to be payable.

Specified Time of Distribution

“Specified Time of Distribution” means a Specified Time at which compensation deferred by a Participant’s Election pursuant to the Plan is required to be distributed or paid and which is specified in writing by the Participant in and at the time the deferral of such compensation is elected by the Election of a Participant.

Subsequent Election

“Subsequent Election” means an election made by a Participant with respect to the time of distribution or payment of deferred compensation and Plan Benefit under the Plan that is made at any time after Election that is made by the Participant and/or Corporation with respect to such deferred compensation.

Subsequent Election Specified Date

"Subsequent Election Specified Date" shall mean a specified fixed date in a calendar year that must be specified in writing by the Participant in a Subsequent Election that is not less than five (5) years from the date payment would otherwise have been made to the Participant under the Plan if such Subsequent Election was not made by the Participant. The written specification of the Subsequent Election Specified Date shall in all cases specify and fix a Specified Time that is not less than five (5) years from the date payment would otherwise have been made to the Participant, it being contemplated and intended that such written specification shall, without limitation, in the case of a Long-Term Deferral (i) meet the requirement in the case of a Participant who has not attained the age of fifty (50) years that the specified Subsequent Election Specified Date be on or after the date the Participant would attain the age of fifty-five (55) years, and (ii) meet the requirement in the case of a Participant who has attained the age of fifty (50) years, that the specified Subsequent Election Specified Date be not less than five (5) years from the date next following the date of the Subsequent Election; and in the case of a Short-Term Deferral meet the requirement that the Subsequent Election Specified Date is not less than five (5) years after the date payment would otherwise have been made to the Participant.

Subsequent Election Specified Time of Distribution

"Subsequent Election Specified Time of Distribution" means:

(a) in the case of a Long-Term Deferral, a Specified Time of Distribution that shall be the first date on or after the Subsequent Election Specified Date for the Long-Term Deferral on which the Participant has (i) attained the age of fifty (50) years, (ii) completed five (5) years of service with the Corporation, and (iii) had a Separation from Service, and

(b) in the case of a Short-Term Deferral, a Specified Time of Distribution that shall be the Subsequent Election Specified Date for the Short-Term Deferral.

Subsidiary

“Subsidiary” means any corporation of which the Corporation owns, directly or indirectly, at least a majority of the shares of stock having voting power in the election of directors of such corporation.

Supplemental Credit Amount

“Supplemental Credit Amount” means a supplemental amount that may be deferred at the election and direction of the Committee under Section 4.3(b).

Taxable Year

“Taxable Year” shall mean the Plan Year commencing January 1 and ending the following December 31.

Thrift Plan

“Thrift Plan” means the Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries.

Thrift Plan Excess Employee Amount

"Thrift Plan Excess Employee Amount" means an amount equal to the amounts that would have been allocated to the Participant's Account under the Thrift Plan for the Plan Year by reason of the Participant's elections under the Thrift Plan, minus the amount that was allocated to the Participant's account under the Thrift Plan for that Plan Year it being intended that a Participant shall have credited to the Participant’s Account the amount of contributions which could not be allocated to the Participant’s Thrift Plan account for the Plan Year by reason of and after application of the limitations on compensation and contributions or annual additions and otherwise applicable to the Thrift Plan under the Code and Treasury regulations, including (i) Code section 401(a)(17), (ii) Code section 415(c), (iii) the exclusion of the amount the Participant elected to defer out of his or her Compensation under this Plan from “compensation” as defined and/or used for calculation of Thrift Plan contributions or allocations, and other limitations on Thrift Plan employee elective contributions under the Code.

Thrift Plan Excess Matching Amount

“Thrift Plan Excess Matching Amount” means an amount equal to the Participant’s Thrift Plan Matching Contribution Percentage under the Thrift Plan for the Plan Year multiplied by the Participant’s compensation as defined in the Thrift Plan and/or used for calculation of Thrift Plan contributions and allocations in that Plan Year, minus the amount of Thrift Plan matching contributions made by the Corporation that are allocated to the Participant’s Thrift Plan account for that Plan Year; it being intended that a Participant shall have credited to the Participant’s Account the amount of matching contributions which could not be allocated to the Participant’s Thrift Plan account for the Plan Year by reason of and after application of the limitations on compensation and contributions or annual additions and otherwise applicable to the Thrift Plan under the Code and Treasury regulations, including (i) Code section 401(a)(17), (ii) Code section 415(c), (iii) the exclusion of the amount the Participant elected to defer out of his or her Compensation under this Plan from “compensation” as defined and/or used for calculation of Thrift Plan contributions or allocations, and other limitations on Thrift Plan matching contributions under the Code.

Thrift Plan Matching Contribution Percentage

“Thrift Plan Matching Contribution Percentage” means the matching contribution percentage in effect for a specific Plan Year under the Thrift Plan.

Trust

“Trust” means a trust created and established pursuant to Section 11.2 of the Plan, or otherwise by the Corporation with respect to the Plan.

Unforeseeable Emergency

“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary circumstances arising as a result of events beyond the control of the Participant, including such events and circumstances as are described and considered to be an unforeseeable emergency under Code section 409A and the regulations thereunder. It is intended and directed with respect to any such unforeseeable emergency that any amounts distributed under the Plan by reason thereof shall not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

Eligibility to participate in the Plan shall be granted to those Eligible Employees who are designated by the Committee. Subject to Section 3.4, below (providing for exclusion of Employees not qualifying under certain definitional terms of federal law), the Committee shall adopt a complete written list and/or designation of the Eligible Employees, by individual name or by reference to an identifiable group of persons or by descriptions of the components of compensation of an individual which would qualify the individuals who are eligible to participate, and all of whom shall be a select group of management or highly compensated employees. The written list and/or designation of Eligible Employees by the Committee, from time to time, shall be adopted and maintained in the records of the Committee and Corporation.

3.2            Participation

Participation in the Plan shall be limited to Eligible Employees who make an Election to participate in the Plan by timely filing a Participation Agreement with the Committee. An Eligible Employee shall commence participation in the Plan upon the first day of the Plan Year or Fiscal Year as the case may be, designated in his or her Participation Agreement filed with the Committee prior to the beginning of such Plan Year.

The Committee may in its sole discretion, allow in the case of the first Plan Year in which an individual becomes an Eligible Employee to make an initial Election to participate in the Plan and elect a deferral with respect to Compensation or other amounts that become payable under the Plan for services to be performed after the Election; provided, that any Election by such an Eligible Employee shall be made within thirty (30) days after the date he/she becomes eligible to participate in the Plan.

3.3            Elections to Participate Irrevocable

A Participant may not change a previously elected percentage of compensation deferred by an Election, or terminate his or her Election to participate in the Plan and defer compensation for a Plan Year. Except as may otherwise be determined and approved by the Committee pursuant to the Plan, a Participant’s Election to defer compensation shall only be effective as of the beginning of the next Plan Year following receipt of the Participant’s Election by the Corporation. Determinations on all Elections and of any effective dates other than as specified above, shall be made by the Committee in accordance with its prevailing administrative procedures.

3.4            Exclusion from Eligibility

Notwithstanding any other provisions of this Plan to the contrary, if the Committee determines that any Participant may not qualify as a “management or highly compensated employee” within the meaning of ERISA, or regulations thereunder, the Committee may determine, in its sole discretion, that such Participant shall cease to be eligible to participate in this Plan.

4.1            Amount and Time of Election to Defer

deferral of one hundred percent (100%) of each Qualified Employer Plan Excess Amount (except the Retirement Plan Excess Amount) to be accrued or deferred by or for the Participant for the Plan Year;

4.2            Deferral Periods; Payment

4.3            Committee Authority; Deferral of Compensation

4.4            General Requirements for All Elections

Notwithstanding anything to the contrary expressed or, implied herein, the following requirements stated in this Section 4.4 shall apply to the Plan and to all Elections by Participants under the Plan.