PERFORMANCE UNIT AWARD AGREEMENT

This instrument is issued as of the 15th day of January, 2009, by ONEOK, Inc., an Oklahoma corporation, (hereinafter referred to as “Corporation”), to «Officer_Name» (hereinafter referred to as “Grantee”), an employee of the Corporation or a division or subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Equity Compensation Plan, effective February 17, 2005, (hereinafter referred to as the “Plan”).

1.   Performance Unit Award .  This instrument and that certain Notice of Performance Unit Award and Agreement, dated January 15, 2009, a copy of which is attached hereto and incorporated herein by reference (the “Notice of Performance Unit Award and Agreement”), constitute evidence of the issuance and grant of a Performance Unit Award (hereinafter referred to as “Award”) of «No_of_Perf_Units» Performance Units to the Grantee by the Corporation that shall entitle the Grantee to receive shares of the Corporation’s Common Stock (hereinafter also referred to as “Common Stock”) or cash, all pursuant and subject to the terms, provisions, and conditions of this instrument (including, without limitation, the conditions, restrictions and limitations stated in paragraph 5, below) and the terms and provisions of the Plan, which are incorporated herein by reference.  This instrument, when executed by the Grantee, together with the Notice of Performance Unit Award and Agreement constitute an agreement between the Corporation and the Grantee.  Notwithstanding the foregoing, should there be any inconsistency between the provisions of this instrument and the terms and provisions of the Award stated in the resolutions and records of the Board of Directors of the Corporation providing for the Award or provisions of the Plan, the provisions of such resolutions and records and of the Plan shall control.  The grant of such Performance Units to the Grantee shall be effective in the manner and to the extent provided in this instrument and the Plan as to all or any part of the shares of Common Stock subject to the grant from time to time during the period stated herein.

2.   Plan .  The Award is made to the Grantee pursuant to the terms and provisions of the Plan, as approved by the Shareholders of the Corporation, which Plan provides that a specific aggregate number of shares of Common Stock of the Corporation may be issued or transferred pursuant to Stock Incentives under the Plan.  The Plan specifies the authority of the Corporation, its Board of Directors, and a committee of the Board of Directors to select employees to be granted Stock Incentives under the Plan.   The Executive Compensation Committee of the Board of Directors (hereinafter referred to as the “Committee”) is authorized to administer the Plan with respect to this instrument and the grant of the Award made to the Grantee pursuant to the Plan.  Except where expressly stated or clearly indicated otherwise by the terms of this instrument, all terms, words and phrases used herein shall have the same meaning and effect as stated in the Plan.  The Grantee has been provided a complete copy of the Plan with this instrument.

3.   Grantee’s Agreement Concerning Award and Employment .  In consideration of the Corporation’s granting of the Award of Performance Units and entitlement to shares of Common Stock, as incentive compensation to Grantee pursuant to this instrument, the Grantee, by acceptance thereof, and signing this instrument evidencing its terms, agrees to such terms and to continue to contribute and perform service in the employ of the Corporation or a division or subsidiary thereof at the direction, will and pleasure of the Corporation and the Board of

Directors.  Provided, however, neither the foregoing agreement of the Grantee in this paragraph 3, nor any other provision in this instrument shall confer on the Grantee any right to continue in the employ of the Corporation (or a division or Subsidiary thereof), or interfere in any way with the right of the Corporation (or such division or Subsidiary) to terminate the Grantee’s employment at any time.

4.   Registration of Stock; Grantee’s Representation With Respect To Acquiring for Investment .  It is intended by the Corporation that the Plan and the shares of Common Stock covered by the Award issued and granted to the Grantee referred to in paragraph 1, above, are to be registered under the Securities Act of 1933, as amended, prior to the date of the grant; provided, that in the event such registration is for any reason not made effective for such shares, the Grantee agrees, for the Grantee, and for the Grantee’s permissible assignees, heirs and legal representatives by inheritance or bequest, that all shares acquired pursuant to the grant will be acquired for investment and not with a view to, or for sale or tender in connection with the distribution of any part thereof, including any transfer or distribution of such shares by the Grantee pursuant to the grant and this instrument or as otherwise allowed by the Plan.

5.   Terms and Conditions of Award; Transfer of Stock to Grantee .  The issue and grant of the Award of Performance Units to the Grantee stated in paragraph 1, above, shall be subject to the following terms and conditions:

(a)   The right to ownership and transfer of the Performance Units granted to the Grantee shall be subject to the Award during the period beginning January 15, 2009, the date of the grant thereof (hereinafter referred to as “Grant Date”) and ending on  January 15, 2012, (which period is hereinafter referred to as “Performance Period”), as herein provided.

(b)   The Grantee shall earn and become entitled to receive a percentage of the number of Performance Units granted under paragraph 1, above, at the expiration of the Performance Period as provided for in Exhibit A and Exhibit B, attached hereto, based upon the Corporation’s ranking for Total Stockholder Return in the ONEOK Peer Group listed in Exhibit C attached hereto, all as determined by the Committee, in its sole discretion.

(c)   Upon expiration of the Performance Period, the Grantee shall be entitled to receive one (1) share of Common Stock for each Performance Unit that becomes earned by and vested in the Grantee pursuant to the Award; provided, no fractional shares shall be issued and any fractional shall be paid to the Grantee in cash.

(d)   All Common Stock the Grantee becomes entitled to receive pursuant to the Award and any other compensation payable to the Grantee under the Award shall be paid, distributed, transferred  and issued by the Corporation to the Grantee at the expiration of the Performance Period, or as soon a practicable after the determination that the Grantee has earned and become entitled to Performance Units and to receive such Common Stock and cash, as determined by the Committee,  and in no event later than the 15th day of the third month after the date of expiration of the Performance Period, and the Grantee shall not be permitted, directly or indirectly, to designate the time of payment, distribution or transfer or the taxable year in which it is to be made. Provided, that if the Grantee elects pursuant to paragraph 6, below, to defer the

receipt of all Performance Units, Common Stock and cash for each Performance Unit that becomes earned by and vested in the Grantee pursuant to the Award, the payment, distribution and transfer of such Performance Units, Common Stock and cash shall be deferred and thereafter paid, distributed and transferred by the Corporation to the Grantee at the specified time and in accordance with the method of payment, distribution and transfer that is elected in by the Grantee in accordance with the election provisions set forth therein.

(e)   The Grantee shall not be entitled to vote any shares of Common Stock of the Corporation, or otherwise have any right or interest as a Common Stock shareholder by reason of the Performance Unit Award granted under the Award during the Performance Period, and prior to the actual transfer of Common Stock to the Grantee pursuant to the Award.

(f)   No dividends or any similar amounts shall be payable or paid with respect to Performance Units, Common Stock earned under the Award, or the Award during or for the Performance Period.

(g)   The Grantee shall have no right to receive cash or acquire shares of Common Stock of the Corporation under the Award other than the cash and Common Stock attributable to the Performance Units earned by the Grantee to the extent provided for herein.

(h)   The Common Stock or cash to which the Grantee becomes entitled shall be paid and transferred to the Grantee only upon the determination of the Performance Units earned by the Grantee at the expiration of the Performance Period.  The payment and transfer of such Common Stock or cash to the Grantee shall be made as soon as reasonably practicable after the expiration of the Performance Period, as determined and directed by the Committee, in its sole discretion.

(i)   The Performance Units or any Common Stock or cash to be paid or transferred to Grantee pursuant to the Award may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of by Grantee or any other person except as provided in the Award and the Plan until the expiration of the Performance Period and payment and transfer of Common Stock or cash pursuant to the Agreement and Plan.

(j)   The Grantee shall become entitled to receive Performance Units earned, and shall become owner of the shares of Common Stock or cash paid and transferred to the Grantee pursuant to the Award free and clear of all terms, conditions and restrictions imposed by the Award if the Grantee’s employment by the Corporation does not terminate during the Performance Period; provided, that the Grantee shall become entitled to a prorated amount of Performance Units and the terms and conditions imposed by the Award shall partially cease to apply in certain events to the extent described in paragraph 6(d), below.

(k)   If the Grantee’s employment with the Corporation (or a division or Subsidiary thereof) terminates prior to the end of the Performance Period other than by reason of retirement, Total Disability or death, the Grantee shall forfeit all of the Grantee’s right, title or interest in the Performance Units; and the Grantee shall forfeit such right, title and interest in the Performance Units regardless of the reason for such termination of employment.  Any such

termination of employment of the Grantee described in the preceding sentence shall not be deemed to occur by reason of transfer of employment of the Grantee by or between the Corporation and any division or Subsidiary of the Corporation.  Upon a forfeiture the Performance Units forfeited shall be cancelled for all purposes.

6.   Deferral of Payment, Distribution and Transfer of Stock.

(b) An Election of the Grantee to defer the payment, distribution and transfer of Performance Units, Common Stock and cash that the Grantee becomes entitled to receive under this Agreement and Award shall filed by the Grantee with the Committee on or before the Election Date, which shall be July 15, 2011, the date that is six (6) months before the end of the Performance Period, provided that the Grantee performs services for the Corporation continuously from the later of the beginning of the Performance Period or the date the performance criteria are established through the date the Election is made under this paragraph 6(b), and provided, further, that in no event may the Grantee make an Election to defer the payment, distribution and transfer of Performance Units, Common Stock or cash after such compensation has become readily ascertainable; and in this regard for purposes of this paragraph 6(b), if the amount of Performance Units, Common Stock and cash, or other compensation, as performance-based compensation, is a specified or calculable amount, then it shall be considered compensation that is readily ascertainable if and when the amount is first substantially certain to be paid, distributed and transferred to the Grantee. If the amount of Performance Units, Common Stock and cash, or other compensation, is performance-based compensation that is not a specified or calculable amount because, for example, the amount may vary based upon the level of performance, such compensation, or any portion of the compensation, shall be considered readily ascertainable when the amount is first both calculable and substantially certain to be paid. For this purpose, such performance-based compensation is to be bifurcated between the portion that is readily ascertainable and the amount that is not readily ascertainable, and, in general, any minimum amount that is both calculable and substantially certain to be paid shall be treated as readily ascertainable.

(c) A Grantee that makes an Election to defer payment, distribution and transfer of Performance Units, Common Stock and cash that the Grantee becomes entitled to receive under this Agreement and Award may irrevocably elect to have payment, distribution and transfer made to the Grantee at a Specified Time, that shall be either (i) the later of (A) the date of the Grantee's separation from service with the Corporation, or (B) a specified calendar date, or (ii) the date of the Grantee's separation from service with the Corporation; and may elect to have payment made in a specified form of payment that shall be either (i) a single lump sum payment, distribution

and transfer, or (ii) a payment, distribution and transfer in two, three, four or five equal annual installments commencing at the Specified Time elected by the Grantee hereunder and thereafter on each anniversary thereof until fully paid, transferred and distributed.

(d) The Award shall be subject to such other rules and requirements as the Committee, in its sole discretion, may determine to be appropriate with respect to administration thereof and the restrictions made applicable to the Grantee and the Performance Units during the Performance Period.  This instrument and the rights and obligations of the parties involved, shall be subject to interpretation and construction by the Committee to the same extent and with the same effect as the Committee actions under pertinent provisions of the Plan.  The Grantee shall take all actions and execute and deliver all documents as may from time to time be requested by the Committee in connection with such restrictions and in furtherance hereof.  The Grantee agrees to pay to the Corporation any applicable federal, state, or local income, employment, social security, Medicare, or other withholding tax obligation arising in connection with the grant of the Award to the Grantee; and the Corporation shall have the right, without the Grantee’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the Common Stock that would otherwise be transferred and delivered to the Grantee, with any shares of Common Stock so withheld to be valued at the Fair Market Value (as defined in the Plan) on the date of such withholding. The Grantee, with the consent of the Corporation, may satisfy such withholding tax by delivery and transfer to the Corporation of shares of Common Stock previously owned by the Grantee, with any shares so delivered and transferred to be valued at the Fair Market Value on the date of such delivery.

(e) The provisions of this instrument providing for the deferral of payment, distribution, transfer or issuance of Performance Units, Common Stock or cash shall be applicable solely and exclusively to the Grantee and the Award Agreement and Award referred to herein, and shall not apply to any other stock incentive or other grant, award or transfer provided for or made under the Plan.

(f) Notwithstanding anything otherwise provided under the Plan or in the Award Agreement and Award, the following requirements shall apply to this Award Agreement and the Award, to all elections or subsequent elections made by the Grantee, and to all distributions and payments made to the Grantee pursuant to this Award Agreement and Award:

(1) Any compensation for services performed by the Grantee during a taxable year may be deferred at the Grantee's election or the Corporation's election or determination only if the election to defer such compensation is made not later than the close of the preceding taxable year or such other time as provided in Treasury Regulations under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), but in all events any deferral of the payment, distribution, transfer or issuance of Performance Units, Common Stock or cash pursuant to the Award and Award Agreement may be made only by an election that is made on or before the Election Date.

(2) Any compensation deferred under the Plan shall not be distributed earlier than

         (i) Separation from Service of the Grantee,

(ii) the date the Grantee becomes Disabled,

(iii) death of the Grantee,

(v) a Change in Ownership or Control, or

(vi) the occurrence of an Unforeseeable Emergency.

(3) If the Grantee is a Specified Employee, no payment or distribution shall be made before the date which is six (6) months after the date of the Grantee's Separation from Service, or, if earlier, the date of death of the Grantee.

(4) No acceleration of the time or schedule of any distribution or payment under the plan under which compensation is deferred shall be permitted or allowed, except to the extent provided in Treasury Regulations issued under Code section 409A.

(5) This instrument shall not permit a subsequent election unless authorized and agreed upon in writing by  the Corporation and Grantee, and if the Plan or this instrument permits under any subsequent election by the Grantee a delay in a payment or a change in the form of payment of compensation deferred under this Award Agreement and Award, such subsequent election shall not take effect until at least twelve (12) months after the date on which it is made.  In the case of a subsequent election related to a payment to be made upon Separation from Service of the Grantee, at a Specified Time or pursuant to a Fixed Schedule, or upon a Change in Ownership or Control, the first payment w