DEFERRED COMPENSATION PLAN

The Board of Directors of ONEOK, Inc., an Oklahoma corporation  (the "Company"), on January 15, 1998, established this ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan), a non-qualified deferred compensation plan pursuant to which any Director of the Company who is not an officer or present employee of the Company, and who is in a position to contribute to its continued growth, development and future financial success, may be offered an opportunity to defer all or a portion of his/her compensation under terms and conditions that will represent a meaningful benefit to such Director.

The Plan is amended and restated according to the terms stated herein, effective December 18, 2008, and all deferred amounts shall be subject to the terms hereof.

The purpose of the Plan is to improve the Company's ability to attract and retain Non-Employee Directors who will contribute to the overall success of the Company.

"Beneficiary" shall mean any person designated by a Participant on a form furnished by the Plan Administrator.

"Board" shall mean the Board of Directors of the Company.

"Cash Deferral Option" shall mean the deferral option specified in Article IX of the Plan.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Committee" shall mean the Executive Compensation Committee of the Board of Directors of the Company.

"Common Stock" shall mean the $0.01 par value Common Stock of the Company.

"Company" shall mean ONEOK, Inc., an Oklahoma corporation, or any successor thereto.

"Deferred Compensation" shall mean Director Compensation that is deferred by a Non-Employee Director pursuant to this Plan.

"Deferred Compensation Account" shall mean the deferred compensation account created by the Company which is payable to a participating Non-Employee Director under the Plan.

"Deferred Compensation Agreement" shall mean a written agreement to defer compensation as described in Article VII of the Plan.

"Determination Date" shall mean the last day of a Participant's term of service as a Non-Employee Director.

"Director" shall mean a member of the Board of Directors of the Company.

"Director Annual Cash Retainer Fee" shall mean an annual retainer fee paid in cash by the Company to a Non-Employee Director for service in or for a Plan Year.

"Director Annual Stock Retainer Fee" shall mean an annual retainer fee paid in Common Stock by Company to a Non-Employee Director for service in or for a Plan Year.

"Director Board Meeting Fee" shall mean a per meeting fee paid by the Company to a Non-Employee Director for service and attendance at a Board meeting.

"Director Committee Chair Fee" shall mean a fee paid by the Company to a Non-Employee Director for service as the chairperson of a committee of the Board in or for a Plan Year.

"Director Compensation" shall mean the compensation paid or payable to an individual for his/her services as a Non-Employee Director.

“Director Retainer Fees” means the Director Annual Cash Retainer Fee and Director Annual Stock Retainer Fee.

"Director Services Fee" shall mean such other fees or compensation as the Company may pay to a Non-Employer Director in lieu of or in addition to Director Retainer Fees, Director Committee Chair Fees and Director Board Meeting Fees.

"Disabled" and/or "Disability" shall mean 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 any employer by whom such participant is employed.  A Participant will be deemed to be

Disabled if such Participant is determined to be totally disabled by the Social Security Administration.

"Distributable Balance" shall mean the balance of a Participant's Deferred Compensation Account on the Determination Date as provided in paragraph XI of the Plan.

"Distribution Date" shall mean the date on which distribution of amounts distributable to a Participant under the Plan and Deferred Compensation Agreement is to be made and/or commenced.

"Dividend Reinvestment Plan" means the dividend reinvestment plan established and maintained by or for the Company with respect to Common Stock.

"Election" shall mean an irrevocable written election to defer compensation made by a Non-Employee Director pursuant to the Plan that shall specify the Specified Time of Distribution and Specified Form of Distribution of Deferred Compensation.

"Employee" shall mean an individual who is employed by the Company or any subsidiary or affiliate thereof.

"Equity Compensation Plan" shall mean the ONEOK, Inc. Equity Compensation Plan.

"Fair Market Value" shall mean on a particular date the average of the high and low sale prices of a share of Common Stock in consolidated trading on the date in question as reported by The Wall Street Journal or another reputable source designated by the Committee; provided that if there were no sales on such date reported as provided above, the respective prices on the most recent prior day for which a sale was so reported.

"Fixed Schedule" shall mean 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 Company under the Plan.

"Investment Return Rate" shall mean the deemed investment rate of return to be credited to a Participant's Deferred Compensation Account pursuant to Articles  X and XI of the Plan.

"Long-Term Incentive Plan" shall mean the Long-Term Incentive Plan of the Company.

"Non-Employee Director" shall mean any director of the Company who is not also an employee of the Company.

"Participant" shall mean any Non-Employee Director of the Company who elects to defer compensation under the Plan.

"Phantom Stock Option" shall mean the deferral option specified in Article  IX of the Plan.

"Plan" shall mean this ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors as set forth in its entirety in this document as it may be amended from time to time.

"Plan Administrator" shall mean the Executive Compensation Committee of the Company's Board of Directors or any other committee appointed by the Board of Directors to act in that capacity.

"Plan Year" shall mean the calendar year.

"Section 409A" shall mean section 409A of the Internal Revenue Code of 1986, as amended.

"Specified Employee" shall mean an Employee who, as of the date of the Employee's separation from service, is a key employee of the Company if any stock of the Company 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 Company 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" shall mean the first day of the fourth month following the Specified Employee Identification Date.

"Specified Employee Identification Date" shall mean December 31.

“Specified Form of Distribution” shall mean a specified form of distribution of Compensation deferred that is deferred by a Participant’s Election and Deferred Compensation Agreement.

"Specified Time" shall mean 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" shall mean a Specified Time at which Deferred Compensation that is deferred by a Participant’s Election and Deferred Compensation Agreement 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 Deferred Compensation is elected by the Election of a Participant.

"Subsequent Election" shall mean an election made by a Participant with respect to the time of distribution or payment of Deferred Compensation under the Plan that is made at any time after the Election and Deferred Compensation Agreement that is made by the Participant and/or the Company with respect to such Deferred Compensation, an election made by a Participant with respect to the time of distribution or payment of Deferred Compensation under the Plan that is made at any time after the next preceding Subsequent Election, if any, that has been made by the Participant and/or the Company with regard to such Deferred Compensation.

"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.

"Subsequent Election Specified Time of Distribution" shall mean a Specified Time that a Participant is allowed by the Committee to elect in a Subsequent Election and that is on a Subsequent Election Specified Date.

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

"Unforeseeable Emergency" shall mean 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).

The Plan was adopted, established and initially effective January 15, 1998, and is  amended and restated in its entirety in this Plan document, effective December 18, 2008.

All Non-Employee Directors of the Company shall be eligible to participate in the Plan.

Non-Employee Directors of the Company are customarily paid an annual Director Compensation by the Company in the form of a Director Annual Retainer Fee and a per meeting fee.  Non-Employee Directors who chair a committee of the Board customarily also receive an additional annual retainer for that position.  The Company may from time to time pay other kinds or amounts of compensation to Non-Employee Directors of the Company.  The Plan allows the Non-Employee Directors to elect to defer all, part, or none of their Director Compensation, and to have two (2) deemed investment options, either the Cash Deferral Option or the Phantom Stock Option, from which to choose as more specifically provided below.

A.            Participant Elections .  The Plan is a voluntary participation plan, pursuant to which a Non-Employee Director may make an Election to irrevocably defer the designated portion of his/her Director Compensation for a Plan Year.

1.           An Election by a Non-Employee Director to his/her Director Compensation shall be  made for a Plan Year by executing and entering into an