Oneok, Inc. Form of Restricted Unit Award Agreement

RESTRICTED UNIT AWARD AGREEMENT


This instrument is issued as of the 19th day of January, 2006, by ONEOK, Inc., an Oklahoma corporation, (hereinafter referred to as "Corporation"), to <> (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. Restricted Unit Award. This instrument and that certain Notice of Restricted Unit Award and Agreement, dated January 19, 2006, a copy of which is attached hereto and incorporated herein by reference (the "Notice of Restricted Unit Award and Agreement") constitute evidence of the issuance and grant of a Restricted Unit Award to the Grantee by the Corporation under the Plan of <> Restricted Units that shall entitle thE Grantee to receive shares of the Corporation's Common Stock (hereinafter referred to as "Common Stock") all subject to the terms, provisions, and conditions of this instrument (including, without limitation, the restrictions stated in paragraph 5, below) and of the Plan, which are incorporated herein by reference (hereinafter referred to as "Award"). This instrument, when executed by the Grantee, together with the Notice of Restricted 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 of the Award stated in the resolutions and records of the Board of Directors of the Corporation, or the Plan, the provisions of such resolutions and records and of the Plan shall control. The grant of Restricted 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 issued pursuant to the Plan, as approved by the Shareholders of the Corporation, which 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. The Executive Compensation Committee of the Board of Directors (hereinafter referred to as the "Committee") is authorized to administer the Plan with respect to the Award 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 the Award of Restricted Units 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 the Plan 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 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 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. Restrictions; Restricted Period; Transfer of Common Stock to Grantee. The issue and grant of the Award to the Grantee stated in paragraph 1, above, are subject to the following terms and conditions:


(a) The ownership and transfer of the Restricted Units granted to the Grantee shall be restricted during the period beginning January 19, 2006, the date of the grant thereof (hereinafter referred to as "Grant Date") and ending on January 19, 2009, (which period is hereinafter referred to as "Restricted Period"), as herein provided.


(b) The Restricted 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 this instrument and the Plan until the expiration of the Restricted Period.


(c) The Grantee shall earn and become vested and entitled to the Restricted Units granted by this Award under paragraph 1, above, at the expiration of the Restricted Period. Upon expiration of the Restricted Period, the Grantee shall be entitled to receive, and the Corporation shall issue to Grantee one (1) share of Common Stock for each Restricted Unit that becomes earned by and vested in the Grantee pursuant to the Award.


(d) The Grantee shall become vested in the Restricted Units granted to the Grantee hereunder and Common Stock paid and transferred pursuant to the Award free and clear of all restrictions imposed by the Award if the Grantee's employment by the Corporation (or a division or Subsidiary thereof) does not terminate during the Restricted Period; provided, that the Grantee shall become partially vested in the Restricted Units and Common Stock payable pursuant to the Award and the restrictions imposed by the Award shall partially cease to apply in certain events to the extent described in paragraph 6(d), below.


(e) If the Grantee's employment with the Corporation (or a division or Subsidiary thereof) terminates prior to the end of the Restricted Period by reason of (i) the Grantee's voluntary termination of the Grantee's employment with the Corporation (or a division or Subsidiary), or (ii) the involuntary Termination for Cause by the Corporation of the Grantee's


-2- employment with the Corporation (or a division or Subsidiary), the Grantee shall forfeit all the Grantee's right, title or interest in the Restricted Units, and to any Common Stock payable pursuant to the Award; and the Grantee shall forfeit such right, title and interest in the Restricted Units, and to any Common Stock payable pursuant to the Award 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.


(f) The Grantee shall not be entitled to vote any shares of Common Stock that may be issued to ...