As filed with the Securities and Exchange Commission on January 31, 2014
Registration No. 333-[            ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ONE Gas, Inc.
(Exact name of registrant as specified in its charter)

 
					
OKLAHOMA	 		 	46-3561936	
(State or other jurisdiction of
incorporation or organization)	 		 	(IRS Employer
Identification No.)	
100 West 5 th Street
Tulsa, Oklahoma 74103
(918) 588-7000
(Address, including zip code and telephone number, including area code, of registrant’s principal executive office)

ONE Gas, Inc. Employee Stock Purchase Plan
ONE Gas, Inc. Equity Compensation Plan
ONE Gas, Inc. 401(k) Plan
(Full title of the Plan)
JOSEPH L. MCCORMICK, ESQ.
Senior Vice President, General Counsel and Assistant Secretary
ONE Gas, Inc.
100 West 5 th Street
Tulsa, Oklahoma 74103
(918) 588-7000
(Name, address and telephone number of agent for service)

Copies to:

BRIAN K. SHORE, ESQ.
Vice President, Associate General Counsel and Secretary
ONE Gas, Inc.
100 West 5 th Street
Tulsa, Oklahoma 74103
(918) 588-7000	 	JORDAN B. EDWARDS
GABLEGOTWALS
100 West 5 th Street, Suite 1100
Tulsa, Oklahoma 74103
(918) 595-4800	

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	 	x	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of Securities
to be Registered	 	Amount to be
Registered (1)	 	 Proposed Maximum 
Offering Price Per
Security (5)	 	 Proposed Maximum 
Aggregate Offering
Price	 	Amount of
Registration Fee	
Common Stock, $0.01 par value per share	 	700,000 (2)	 	$34.16	 	$23,912,000	 	$3,079.87	
Common Stock, $0.01 par value per share	 	2,800,000 (3)	 	$34.16	 	$95,648,000	 	$12,319.46	
Common Stock, $0.01 par value per share	 	3,500,000 (4)	 	$34.16	 	$119,560,000	 	$15,399.33	
Total	 	7,000,000   	 	 	 	$239,120,000	 	$30,798.66	

 

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) covers an indeterminate number of additional shares of common stock with respect to the shares registered hereunder in the event of a stock split, stock dividend or similar transaction.	
(2)	Relates to the Common Stock to be issued pursuant to the ONE Gas, Inc. Employee Stock Purchase Plan.	
(3)	Relates to the Common Stock to be issued pursuant to the ONE Gas, Inc. Equity Compensation Plan.	
(4)	Relates to the Common Stock to be issued pursuant to the ONE Gas, Inc. 401(k) Plan.	
(5)	Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee (based on the average of the highest and lowest sale prices of our Common Stock as reported on a when-issued basis on the New York Stock Exchange on January 30, 2014, which is a date within five business days prior to the date of filing of this Registration Statement).	

 

EXPLANATORY NOTE
This Registration Statement on Form S-8 registers the following offer ing of shares of common stock, par value $0.01 per share (the “Common Stock”), of ONE Gas, Inc., an Oklahoma company (the “Company” or the “Registrant”): 700,000 shares of Common Stock under the ONE Gas, Inc. Employee Stock Purchase Plan; 2,800,000 shares of Common Stock under the ONE Gas, Inc. Equity Compensation Plan; and 3,500,000 shares of Common Stock under the ONE Gas, Inc. 401(k) Plan (such plans, collectively, the “Plans”).
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
 
*	The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plans as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.	
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by the Company with the SEC pursuant to the Securities Act, and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement as of their respective dates:
 
 	•	 	The Company’s Registration Statement on Form 10-12B (File No. 001-36108) initially filed with the SEC on October 1, 2013, as amended, including, without limitation, the description of the Company’s Common Stock set forth therein; and	
 
 	•	 	The Company’s Current Reports on Form 8-K (File No. 001-36180) filed on January 14, 2014, January 15, 2014, January 23, 2014 and January 30, 2014.	
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the SEC.
Item 6. Indemnification of Directors and Officers.
The Company, as an Oklahoma corporation, is empowered by Section 1031 of the Oklahoma General Corporation Act, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal,
 
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administrative or investigative) in which such person is made or threatened to be made a party by reason of his being or having been a director, officer, employee or agent of the Company or is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, in an action by or in the right of the Company, Section 1031 prohibits indemnification if such person is adjudged to be liable to the Company, unless and only to the extent such indemnification is allowed by a court of competent jurisdiction. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors, or otherwise.
The certificate of incorporation of the Company provides that a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions pursuant to Section 1053 of the Oklahoma General Corporation Act or (iv) any transaction from which the director derived an improper personal benefit.
Article VIII of the Company’s bylaws provides that directors and officers of the Company shall be indemnified by the Company to the fullest extent permitted by the Oklahoma General Corporation Act, including the advance of related expenses. Pursuant to Article VIII of the bylaws of the Company, upon authorization and determination (i) by the board of directors by a majority vote of directors who were not parties to the action, suit, or proceeding involved, even though less than a quorum; (ii) by a committee of directors designated by a majority vote of directors, even though less than a quorum; (iii) if there are no such directors, or if such directors so direct, by independent counsel in a written opinion; or (iv) by the shareholders, the Company is obligated to indemnify any person who incurs liability by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or as a member of any committee or similar body, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, in an action by or in the right of the Company, no indemnification will be made if such person shall be adjudged to be liable to the Company, unless such indemnification is allowed by a court of competent jurisdiction.
The Company has entered into indemnification agreements, the form of which has been previously approved by the board of directors of the Company, with each of its directors and executive officers. These indemnification agreements provide that the Company is obligated to indemnify the specified director or executive officer to the fullest extent permitted by law. The agreements provide that, upon request by a director or executive officer, the Company is obligated to advance expenses for defense of a claim made against the director or executive officer. The obligation of the Company to indemnify the director or executive officer is subject to applicable law and maybe subject to the determination by “independent counsel” or another reviewing party selected by the board of directors that the director or executive officer is entitled to indemnification. The agreements also provide for partial indemnification if a portion of a claim for indemnification is not allowed by the agreements.
The Company provides liability insurance for its directors and officers which provides for coverage against loss from claims made against officers and directors in their capacity as such, including, subject to certain exceptions, liabilities under the federal securities laws.
It is recognized that the above-summarized provisions of the Company’s bylaws, the indemnification agreements and the applicable provisions of the Oklahoma General Corporation Act are qualified by the actual terms of such bylaws, agreement and act and may be sufficiently broad to indemnify officers, directors and controlling persons of the Company against liabilities arising under such act.
 
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Item 8. Exhibits.

Exhibit
Number	  	Description	
		
  4.1	  	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10 (File No. 001-36180), initially filed by the Registrant on October 1, 2013, as amended).	
		
  4.2	  	ONE Gas, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10 (File No. 001-36180), initially filed by the Registrant on October 1, 2013, as amended).	
		
  4.3	  	ONE Gas, Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10 (File No. 001-36180), initially filed by the Registrant on October 1, 2013, as amended).	
		
  4.4	  	ONE Gas, Inc. 401(k) Plan of ONE Gas Employees and Former ONE Gas Employees effective as of January 1, 2014.	
		
  4.5	  	Amended and Restated Certificate of Incorporation of ONE Gas, Inc., dated January 31, 2014.	
		
  4.6	  	Amended and Restated By-laws of ONE Gas, Inc.	
		
  5.1	  	Opinion of G ABLE G OTWALS , Counsel to the Company.	
		
23.1	  	Consent of G ABLE G OTWALS , Counsel to the Company (included in Exhibit 5.1).	
		
23.2	  	Consent of PricewaterhouseCoopers LLP.	
		
24.1	  	Power of Attorney (included herein).	
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided , however , that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
 
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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tulsa, Oklahoma, on January 31, 2014.

ONE Gas, Inc.	
		
By:	 	/s/    Curtis L. Dinan	
	 	Curtis L. Dinan
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	
POWER OF ATTORNEY
Each person whose signature appears below authorizes Curtis L. Dinan, Joseph L. McCormick and Brian K. Shore, and each of them, each of whom may act without joinder of the other, to execute in the name of each such person who is then an officer or director of the Company and to file any amendments to this Registration Statement, including post effective amendments, and to do any and all acts they or either of them determines may be necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 31st day of January, 2014.

Signature	  	Title	
		
/s/    Pierce H. Norton II        	  	President, Chief Executive Officer and Director	
Pierce H. Norton II	  		
		
/s/    Curtis L. Dinan        	  	Senior Vice President, Chief Financial Officer and Treasurer	
Curtis L. Dinan	  		
		
/s/    John W. Gibson        	  	Director	
John W. Gibson	  		
		
/s/    Pattye L. Moore        	  	Director	
Pattye L. Moore	  		
		
/s/    Eduardo A. Rodriguez        	  	Director	
Eduardo A. Rodriguez	  		

EXHIBIT INDEX

Exhibit
Number	  	Description	
		
  4.1	  	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10 (File No. 001-36180), initially filed by the Registrant on October 1, 2013, as amended).	
		
  4.2	  	ONE Gas, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10 (File No. 001-36180), initially filed by the Registrant on October 1, 2013, as amended).	
		
  4.3	  	ONE Gas, Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10 (File No. 001-36180), initially filed by the Registrant on October 1, 2013, as amended).	
		
  4.4	  	ONE Gas, Inc. 401(k) Plan of ONE Gas Employees and Former ONE Gas Employees effective as of January 1, 2014.	
		
  4.5	  	Amended and Restated Certificate of Incorporation of ONE Gas, Inc., dated January 31, 2014.	
		
  4.6	  	Amended and Restated By-laws of ONE Gas, Inc.	
		
  5.1	  	Opinion of G ABLE G OTWALS , Counsel to the Company.	
		
23.1	  	Consent of G ABLE G OTWALS , Counsel to the Company (included in Exhibit 5.1).	
		
23.2	  	Consent of PricewaterhouseCoopers LLP.	
		
24.1	  	Power of Attorney (included herein).	

Exhibit 4.4
ONE GAS, INC. 401(k) PLAN
EFFECTIVE JANUARY 1, 2014

ONE GAS, INC.
401(k) PLAN
EFFECTIVE JANUARY 1, 2014
TABLE OF CONTENTS

ARTICLE	 	 	  	Page
Number	 	
INTRODUCTORY STATEMENT	  	 	1	  	
		
ARTICLE I. DEFINITIONS	  	 	2	  	
		
ARTICLE II. ELIGIBILITY AND PARTICIPATION	  	 	15	  	
1.	 	Eligibility	  	 	15	  	
2.	 	Commencement of Participation	  	 	15	  	
3.	 	Participation Voluntary	  	 	16	  	
4.	 	Confirmation of Participation	  	 	16	  	
5.	 	Duration of Participation	  	 	16	  	
6.	 	Reentry of Participant	  	 	16	  	
7.	 	Breaks in Service	  	 	16	  	
8.	 	Maternity and Paternity Absences	  	 	17	  	
9.	 	Eligibility in Case of Merger, Consolidation or Acquisition	  	 	17	  	
10.	 	Participant Military Service	  	 	18	  	
11.	 	Transfer or Sponsorship of Plan	  	 	18	  	
		
ARTICLE III. CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS	  	 	19	  	
1.	 	Company 401(k) Contributions	  	 	19	  	
2.	 	Cash or Deferral Election	  	 	19	  	
3.	 	Roth 401(k) Elective Deferrals	  	 	22	  	
4.	 	ESOP Dividend Distribution/Additional Deferral Contribution	  	 	24	  	
5.	 	Time of Contribution	  	 	24	  	
6.	 	USERRA	  	 	24	  	
7.	 	USERRA; Treatment of Differential Wage Payments	  	 	24	  	
8.	 	Heart Act Provisions	  	 	25	  	
		
ARTICLE IV. AFTER-TAX PARTICIPANT CONTRIBUTIONS	  	 	28	  	
1.	 	Percentage of After-Tax Deposits	  	 	28	  	
2.	 	Change of Percentage of After-Tax Deposits	  	 	29	  	
3.	 	Deposit by Payroll Deduction	  	 	29	  	
4.	 	Transfer to Trust	  	 	29	  	
5.	 	USERRA	  	 	29	  	
 
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ARTICLE V. ROLLOVERS, TRANSFERRED ACCOUNTS	  	 	30	  	
1.	 	Rollover of Distributions from Plan	  	 	30	  	
2.	 	Rollover from Other Plans of The Company	  	 	30	  	
3.	 	Trust to Trust Transfers From Other Plans of The Company	  	 	31	  	
4.	 	Direct Rollovers	  	 	31	  	
5.	 	Rollover of Nontaxable Distributions	  	 	33	  	
6.	 	Trust to Trust Transfers From Plans of Other Employers	  	 	34	  	
7.	 	Separately Accounted For Rollovers From Other Plans	  	 	34	  	
8.	 	Rollover to IRA for Non-Spouse Beneficiary	  	 	35	  	
9.	 	Transfer to Foreign Trust Disallowed	  	 	35	  	
10.	 	Automatic Rollover by Participants or Inactive Participants	  	 	35	  	
		
ARTICLE VI. SUSPENSION OF SALARY REDUCTIONS, DEPOSITS	  	 	36	  	
1.	 	Suspension of Reduction in Compensation or After-Tax Deposits by Participant for Deficiency in Compensation	  	 	36	  	
2.	 	Reinstatement of Voluntarily Suspended Reduction in Compensation or After-Tax Deposits	  	 	36	  	
		
ARTICLE VII. COMPANY MATCHING CONTRIBUTIONS	  	 	37	  	
1.	 	Company Matching Contributions	  	 	37	  	
2.	 	Participant’s Matching Contribution Account	  	 	39	  	
3.	 	Re-entry of Participant	  	 	39	  	
4.	 	USERRA	  	 	39	  	
		
ARTICLE VIII. LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS	  	 	40	  	
1.	 	General	  	 	40	  	
2.	 	Limitation on Elective Deferrals; Catch-Up Contributions	  	 	40	  	
3.	 	Actual Deferral Percentage Limitations	  	 	40	  	
4.	 	Limitations on Company Matching Contributions	  	 	41	  	
5.	 	Separate Application of Limitations	  	 	42	  	
6.	 	Limitation on Allocations, Annual Additions	  	 	42	  	
7.	 	No Return or Diversion of Contributions Except for Mistake	  	 	47	  	
8.	 	Distribution of Excess Deferrals	  	 	47	  	
9.	 	Excess 401(k) Contributions	  	 	47	  	
10.	 	Excess Aggregate Contributions	  	 	49	  	
11.	 	Qualified Nonelective and Matching Contributions	  	 	51	  	
12.	 	Plan Not Dependent Upon Earnings; Company Contributions Limited to Earnings	  	 	52	  	
13.	 	Maximum Contribution	  	 	52	  	
14.	 	Application of Dollar Leveling Method	  	 	52	  	
15.	 	Income Allocable to Excess Contributions	  	 	53	  	
 
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ARTICLE IX. INVESTMENT PROVISIONS	  	 	54	  	
1.	 	Participant Directed Investment	  	 	54	  	
2.	 	Time of Action by Trustee on Investments	  	 	59	  	
3.	 	Participant Rights as to Options, Rights, and Warrants	  	 	59	  	
4.	 	Redemption of Nontransferable Securities	  	 	60	  	
5.	 	Manner of Holding Cash and Securities	  	 	60	  	
6.	 	Voting of Shares	  	 	61	  	
7.	 	Tender Offers	  	 	62	  	
8.	 	Section 16 Person Limitations; Discretionary Transactions	  	 	63	  	
9.	 	Employee Stock Ownership Plan (ESOP)	  	 	64	  	
10.	 	Investment Diversification of Investments	  	 	66	  	
11.	 	No Guarantee or Indemnity	  	 	68	  	
		
ARTICLE X. CREDITS AND CHARGES TO A PARTICIPANT’S ACCOUNT	  	 	69	  	
1.	 	General Charges and Credits	  	 	69	  	
2.	 	ESOP Dividend Distributions	  	 	69	  	
3.	 	Calculation of Charges and Credits to Participant Accounts	  	 	70	  	
4.	 	Commissions, Taxes, and Charges on Security Purchases and Sales	  	 	71	  	
5.	 	Investment Management Fees	  	 	71	  	
6.	 	Allocation of Plan Administrative Expenses	  	 	71	  	
7.	 	Calculation of Credits for Redemption	  	 	71	  	
8.	 	Taxes	  	 	71	  	
		
ARTICLE XI. VESTING AND LIQUIDATION OF ACCOUNTS	  	 	72	  	
1.	 	Vesting of Participant and Company Contributions	  	 	72	  	
2.	 	Withdrawals	  	 	72	  	
3.	 	Distribution of Participant Accounts	  	 	72	  	
4.	 	Time of Distribution	  	 	73	  	
5.	 	ESOP Employer Stock Distributions	  	 	73	  	
6.	 	Participant Election to Defer Distribution	  	 	74	  	
7.	 	Individual Retirement Account Distributions	  	 	74	  	
8.	 	Sequence of Deferred Distribution of Accounts	  	 	74	  	
9.	 	Required Deferred Distribution at Age 70  1 ⁄ 2	  	 	75	  	
10.	 	Distribution of Deferred Accounts at Death of Participant	  	 	75	  	
11.	 	Required Distributions	  	 	75	  	
12.	 	Form of Distributions	  	 	78	  	
13.	 	Participant’s Right to Demand Employer Securities	  	 	78	  	
14.	 	Qualified Domestic Relations Orders; Distributions	  	 	79	  	
 
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ARTICLE XII. WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS	  	 	80	  	
1.	 	Withdrawals from 401(k) Contribution Account	  	 	80	  	
2.	 	Participant Withdrawals of After-Tax Deposits	  	 	82	  	
3.	 	Withdrawal Penalty	  	 	82	  	
4.	 	Participant Withdrawals of Matching Contributions or Other Amounts	  	 	83	  	
5.	 	Sequence of Permitted Withdrawals	  	 	83	  	
6.	 	Distribution Upon Severance From Employment	  	 	83	  	
7.	 	Voluntary Withdrawal After Age Fifty-Nine and One-Half (59  1 ⁄ 2 )	  	 	83	  	
8.	 	Distributions in Certain Events	  	 	83	  	
9.	 	ESOP Dividend Distributions	  	 	84	  	
10.	 	No Withdrawal of Deferred Account	  	 	84	  	
11.	 	Limited Withdrawal Rights; Pre-1999 KGS 401(k) Thrift Plan Account	  	 	84	  	
12.	 	Qualified Reservist Distribution	  	 	86	  	
13.	 	Suspension During Approved Leave of Absence	  	 	86	  	
14.	 	Effect of Termination or Suspension of Participation	  	 	86	  	
15.	 	No Forfeiture for Suspension or Termination	  	 	86	  	
16.	 	Termination of Plan	  	 	87	  	
17.	 	Valuation of Securities	  	 	87	  	
18.	 	Plan Loans	  	 	87	  	
19.	 	No Withdrawal of Loan Amount	  	 	88	  	
		
ARTICLE XIII. BENEFICIARIES IN THE EVENT OF DEATH	  	 	89	  	
1.	 	Surviving Spouse as Primary Beneficiary	  	 	89	  	
2.	 	Election and Consent to Alternate Beneficiary or Beneficiaries	  	 	89	  	
3.	 	Designation of Beneficiary or Beneficiaries	  	 	89	  	
4.	 	Payment and Distribution to Beneficiary or Beneficiaries	  	 	90	  	
5.	 	Rollover to IRA For Non-Spouse Beneficiary	  	 	90	  	
6.	 	Death Benefits; Qualified Active Military Service	  	 	90	  	
		
ARTICLE XIV. SUBSIDIARIES	  	 	91	  	
		
ARTICLE XV. ADMINISTRATION	  	 	92	  	
1.	 	ONE Gas, Inc. Benefit Plan Administration Committee	  	 	92	  	
2.	 	Trust, Trustee and Committee	  	 	92	  	
3.	 	Plan Fiduciaries	  	 	93	  	
4.	 	Action by the Committee	  	 	93	  	
5.	 	Costs of Plan Administration	  	 	93	  	
6.	 	Uniform and Nondiscriminatory Application	  	 	94	  	
7.	 	Summary Plan Description; Claims Procedures	  	 	94	  	
8.	 	Electronic Medium Notices and Elections; ERISA Disclosure and Reporting	  	 	95	  	
9.	 	Recognition of Agency Relationships	  	 	96	  	
 
iv

							
10.	 	Valuation of Trust Assets	  	 	96	  	
11.	 	Allocation and Delegation of Committee Responsibilities	  	 	96	  	
12.	 	Audit	  	 	96	  	
13.	 	Annual Reports	  	 	96	  	
		
ARTICLE XVI. NOTICES AND OTHER COMMUNICATIONS	  	 	97	  	
1.	 	Delivery of Notices and Other Documents	  	 	97	  	
2.	 	Delivery of Communications by Participants	  	 	97	  	
		
ARTICLE XVII. NON-ASSIGNABILITY	  	 	98	  	
1.	 	General	  	 	98	  	
2.	 	Loans	  	 	98	  	
3.	 	Qualified Domestic Relations Orders	  	 	98	  	
		
ARTICLE XVIII. TERMS OF EMPLOYMENT UNAFFECTED	  	 	99	  	
		
ARTICLE XIX. CONSTRUCTION OF PLAN	  	 	100	  	
		
ARTICLE XX. TOP-HEAVY RULES	  	 	101	  	
1.	 	Minimum Contribution	  	 	101	  	
2.	 	Rate of Minimum Contribution	  	 	101	  	
3.	 	Top-Heavy Status Determination	  	 	102	  	
4.	 	Vesting	  	 	102	  	
5.	 	Definitions	  	 	103	  	
		
ARTICLE XXI. TRANSFERRED SUBSIDIARY PLAN ACCOUNTS	  	 	105	  	
1.	 	General	  	 	105	  	
2.	 	Separate Accounting and Accrual	  	 	105	  	
3.	 	Other Plan Provisions Applicable	  	 	105	  	
4.	 	Distributions	  	 	105	  	
5.	 	Consent of Distribution	  	 	106	  	
6.	 	Time of Distribution	  	 	106	  	
7.	 	Qualified Joint and Survivor Annuity; Qualified Preretirement Survivor Annuity	  	 	106	  	
8.	 	Notices; Waiver Election	  	 	108	  	
9.	 	Definitions; and Applicable Rules	  	 	109	  	
		
ARTICLE XXII. NGC PROFIT SHARING/401(k) SAVINGS PLAN TRANSFERRED ACCOUNTS	  	 	111	  	
		
ARTICLE XXIII. MODIFICATION AND TERMINATION	  	 	126	  	
1.	 	Amendment and Termination of Plan	  	 	126	  	
2.	 	Limit to Effect of Modification	  	 	126	  	
3.	 	Participant Rights in Case of Modification	  	 	126	  	
4.	 	Nonforfeitability	  	 	126	  	
5.	 	Termination Distributions	  	 	127	  	
6.	 	Transfer or Sponsorship of Plan	  	 	127	  	
 
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ARTICLE XXIV. ONEOK 401(k) PLAN TRANSFER PROVISIONS	  	 	128	  	
1.	 	Definitions	  	 	128	  	
2.	 	Trust to Trust Transfer	  	 	129	  	
3.	 	Crediting of Service	  	 	129	  	
4.	 	Recognition of Elections	  	 	129	  	
 
vi

ONE GAS, INC. 401(K) PLAN
INTRODUCTORY STATEMENT
This Plan document is the ONE Gas, Inc. 401(k) Plan, established and maintained for ONE Gas Employees and Former ONE Gas Employees (as such terms are defined in Article XXIV), effective for periods after December 31, 2013.
On November 13, 2013, in anticipation of the separation of ONE Gas, Inc. from ONEOK, Inc. , the Board of Directors of ONEOK, Inc. approved the (1) the establishment, effective January 1, 2014, of a 401(k) plan that is substantially similar to the ONEOK, Inc. 401(k) Plan for the benefit of ONE Gas Employees and Former ONE Gas Employees; (2) the exclusion of ONE Gas Employees and Former ONE Gas Employees from participating in the ONEOK, Inc. 401(k) Plan for periods after December 31, 2013; and (3) the transfer of liabilities for ONE Gas Employees and Former ONE Gas Employees who are participants in the ONEOK, Inc. 401(k) Plan to this Plan, effective January 1, 2014.
By unanimous consent, the Board of Directors of ONE Gas has approved the adoption of this Plan, effective January 1, 2014, for the benefit of ONE Gas Employees and Former ONE Gas Employees. Effective January 1, 2014, all transferred liabilities attributable to ONE Gas Employees and Former ONE Gas Employees under the ONEOK, Inc. 401(k) Plan are accepted by this Plan. ONE Gas, Inc. (acting directly or through its affiliates) intends to cause this Plan to recognize and maintain all ONEOK, Inc. 401(k) Plan elections, including, but not limited to, deferral, investment, and payment form elections, dividend elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to ONE Gas Employees and Former ONE Gas Employees.
IRS issued a favorable determination letter on October 22, 2013 with respect to the most recent restatement of the ONEOK, Inc. 401(k) Plan. The terms and conditions of this Plan are substantially the same as the terms and conditions of the ONEOK Inc. 401(k) Plan. However, Article XXIV to the Plan sets forth additional rules applicable to ONE Gas Employees and Former ONE Gas Employees who were participants in the ONEOK Inc. 401(k) Plan (hereinafter called “Transferred Participants”). No individual is entitled to a benefit under both this Plan and the ONEOK, Inc. 401(k) Plan.
The purposes of the Plan and the Trust established thereunder are to provide for deferred compensation and benefits for eligible employees through a qualified profit-sharing plan and, in part, with respect to the investment in securities of ONE Gas, Inc., through an employee stock ownership plan which constitutes a qualified stock bonus plan. The Plan is intended in all respects to be qualified under the requirements of Section 401(a) and other applicable sections of the Internal Revenue Code of 1986, as amended, and the Plan shall be interpreted, wherever possible, to comply with the terms of the aforementioned laws, and all regulations and rulings issued thereunder.
 
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ARTICLE I.
DEFINITIONS
As used in this Plan, unless otherwise required by the context, the following words and phrases shall have the meanings indicated:
PARAGRAPH
1. 401(k) Contribution
The amount contributed by the Company in accordance with paragraphs 1., 2., and 3. of Article III.
2. 401(k) Contribution Account
The account of a Participant established and maintained for 401(k) Contributions of the Company made for such Participant in accordance with paragraph 2. of Article III.
3. Accrued Benefit
The balance of all accounts established and maintained for a Participant pursuant to this Plan. The Accrued Benefit shall include amounts transferred to the Plan in connection with the spinoff of certain assets and liabilities from the ONEOK, Inc. 401(k) Plan. A Participant’s Accrued Benefit from Company contributions as of any applicable date is the excess, if any, of the Accrued Benefit of such Participant as of such date over the Accrued Benefit of such Participant derived from contributions made by such Participant on such date; and the Accrued Benefit derived from contributions made by a Participant as of any applicable date is the balance of the Participant’s Accounts consisting only of his/her contributions and the income, expenses, gains and losses attributable thereto.
4. Actual Deferral Percentage
The Actual Deferral Percentage for a specified group of Employees (either Highly Compensated Employees or all other Employees eligible to participate in this Plan who are not Highly Compensated Employees) for a Plan Year is the average of the ratios, calculated separately for each employee in such group, of the amount of the Employer’s 401(k) Contribution paid on behalf of each such Employee for the Plan Year to such Employee’s Compensation for the Plan Year. The Employer may, from time to time in its discretion, and to the extent permitted by Section 401(k) of the Code, calculate such ratios by adding to the 401(k) Contribution for such Employee the Matching Contribution paid for the benefit of such Employee and qualified nonelective contributions (within the meaning of Code Section 401(m)(4)(C)).
 
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5. After-Tax Deposits
The deposits and contributions of Participants made to this Plan pursuant to paragraph 1. of Article IV.
6. Applicable Individual
An Applicable Individual is (i) any Participant in the Plan, (ii) any beneficiary who has an account under the Plan with respect to which the beneficiary is entitled to exercise the rights of a Participant.
7. Bargaining Unit Employee
Any Employee who is represented by a collective bargaining unit which includes Group A Bargaining Unit Employees and Group B Bargaining Unit Employees; with “Group A Bargaining Unit Employees”, meaning any Employee who is represented by Locals 12561, 13417, and 14228, of the United Steel Workers; and “Group B Bargaining Unit Employees”, meaning any Employee who is represented by Local 304 of the International Brotherhood of Electrical Workers.
8. Bargaining Unit Participant
Any Participant who is a Bargaining Unit Employee.
9. Board or Board of Directors
The Board of Directors of the Company.
10. Catch-Up Contribution
Elective Deferrals made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are aged fifty (50) or over by the end of their taxable years, pursuant to Code Section 414(v).
11. Code
The Internal Revenue Code of 1986, as amended.
12. Committee
The ONE Gas, Inc. Benefit Plan Administration Committee authorized by the Board of Directors to administer the Plan in accordance with paragraph 1. of Article XV hereof.
13. Company
ONE Gas, Inc., an Oklahoma corporation, and its Subsidiaries.
 
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14. Company Matching Contributions
The matching contribution made by the Company pursuant to Article VII of the Plan with respect to the Reductions in Compensation and After-Tax Deposits of the Participant.
15. Compensation
A. Non-Bargaining Unit Participants . The total annual base salary plus any lump sum merit pay and promotion awards, gainshare awards, cash incentive compensation, commissions, overtime pay, and shift differentials paid to a Participant by the Company, but excluding amounts deferred contributed by the Company or deferred by the Participant under a plan of deferred compensation to the extent that such contributions or deferrals are not includible in gross income of the Participant for the taxable year in which contributed or deferred. Provided, that any reduction in salary elected and deferred by the Participant under the cash or deferred arrangement of Article III of the Plan or under Code Sections 125, 132(f)(4), 402(e)(8) and 457 pursuant to the employee benefit plans of the Company shall be included in determining compensation hereunder. For purposes of this definition incentive compensation shall be treated as paid to a Participant at the time of actual payment. Provided, further, that the annual compensation of each Participant taken into account under this Plan for any year shall not exceed two hundred sixty thousand dollars ($260,000) in the years beginning after December 31, 2013 (such two hundred sixty thousand dollars ($260,000) amount to be adjusted to reflect increases in the cost-of-living in accordance with Code Sections 401(a)(17) and 415(d)). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year.
B. Bargaining Unit Participants . For Bargaining Unit Participants the term “Compensation” for purposes of this Plan shall include “Adjusted Total Compensation” and “Annual Compensation,” defined as follows:
“Adjusted Total Compensation” shall mean an active Bargaining Unit Participant’s Annual Compensation unreduced by overtime, bonuses, and commissions.
“Annual Compensation” shall mean the base salary or wage paid to an active Bargaining Unit Participant during a calendar year by the Company, exclusive of overtime, bonuses, commissions, the value of group life insurance in excess of $50,000, reimbursement for moving expenses or tuition, or any other payments made by the Company on behalf of an Employee under any other deferred compensation or welfare plan. “Annual Compensation” for any Group B Bargaining Unit Employee who is represented by Local 304 and Local 1523 of the International Brotherhood of Electrical Workers shall include the base salary or wage paid to such an active Group B Bargaining Unit Employee during a calendar year by the Company plus overtime, shift differential, call out, call out 7 th day, FLSA OT ADJ, meal not eaten, OT double time, OT straight time, OT time and one-half, overtime, standby half pay, standby quarter pay and all earning elements included in compensation for purposes of the Plan prior to such date. Annual Compensation shall be such amount prior to any payroll reduction for a Participant Reduction in Compensation or amounts excludible from the Employee’s gross income under Code Sections 125, 132(f)(4), 402(e)(8) and 457.
 
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The Annual Compensation and Adjusted Total Compensation of each active Bargaining Unit Participant taken into account for determining all benefits provided under the Plan shall not exceed $260,000 as adjusted for increases in the cost-of-living in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any determination period beginning in such calendar year.
Provided, further, that the annual compensation of each Participant taken into account under Plan shall not exceed $260,000 and such $260,000 amount shall be adjusted to reflect increases in the cost-of-living in accordance with Code Sections 401(a)(17) and 415(d).
If a determination period consists of fewer than 8 months, the Annual Compensation and Adjusted Total Compensation limit is an amount equal to the otherwise applicable Annual Compensation and Adjusted Total Compensation limit multiplied by a fraction, the numerator of which is the number of months in the short determination period, and the denominator of which is 12.
C. Increase in Compensation Limit . The annual compensation of each Participant taken into account in determining allocations shall not exceed Two Hundred Sixty Thousand Dollars ($260,000), as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.
16. Controlled Affiliate Business Organization
Any business organization or entity (including, without limitation, a corporation, general partnership, limited partnership, or limited liability company) that is in one or more chains of such organizations conducting trades or businesses connected through ownership of a 100 percent ownership interest in which (i) ONE Gas, Inc., an Oklahoma corporation, is the common parent business organization and (ii) a 100 percent ownership interest in each of the organizations, except ONE Gas, Inc., is owned directly by one or more of the other organizations, and (iii) ONE Gas, Inc. owns a 100 percent ownership interest in at least one of the other organizations. For purposes of the foregoing provisions of this definition, “100 percent ownership interest” means, in the case of an organization which is a partnership or limited liability company, ownership of 100 percent of the profits interest or capital interest of such partnership or limited liability company.
17. Designation Date
On and after January 1, 2014, the Designation Date under the Plan with respect to any particular election or other action required or allowed to be taken, elected or confirmed on or before the Designation Date, shall mean and be the next regular payroll date that is established and scheduled to occur for the periodic payment of salaries, wages and compensation to Employees by the Company.
 
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18. Dividends
All cash, stock, rights or other property distributed by the Company pro rata to holders of any class of its capital stock.
19. ERISA
Employee Retirement Income Security Act of 1974, as amended.
20. ESOP Dividend Distribution
A payment in cash of ESOP Dividends to a Participant and/or distribution in cash to a Participant of ESOP Dividends paid to the Trust of the Plan, on Qualifying Employer Stock in the Participant Account of such Participant (and such payments and distributions to a retired or terminated Employee) pursuant to paragraph 2. of Article X.
21. ESOP Dividend/401(k) Deferrable Amount
The maximum amount which may be deferred by a Participant with respect to an ESOP Dividend Distribution paid and distributed to such Participant under the provisions of paragraph 3.A. of Article III, and the applicable limitations of the Plan and the Code pertaining to cash or deferral elections by a Participant.
22. ESOP Dividend Distribution/Additional Deferral
An elective deferral of Compensation made by a Participant with respect to an ESOP Dividend Distribution paid and distributed to such Participant, as provided in paragraph 3. of Article III.
23. ESOP Dividend Distribution/Additional Deferral Contribution
The amount contributed by the Company to the Trust of the Plan with respect to the ESOP Dividend Distribution/Additional Deferral made and elected by a Participant under paragraph 3. of Article III.
24. ESOP Dividends
The dividends paid to Participants or to the Trust of the Plan on Qualifying Employer Stock in the Participant Account of such a Participant, or a retired or terminated Employee.
25. Effective Date
January 1, 2014.
26. Elective Deferrals
With respect to any taxable year, the sum of (i) any employer contribution under a qualified cash or deferred arrangement (as defined in Code Section 401(k)) to the extent not includible in gross income for the taxable year under Code Section 402(e)(3) (determined without regard to Code Section 402(g)), (ii) any Roth Elective Deferral made pursuant to the Plan and Code Section
 
6

402A, (iii) any employer contribution to the extent not includible in gross income for the taxable year under Code Section 402(h)(1)(B) (determined without regard to Code Section 402(g)), and (iv) any employer contribution to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement (within the meaning of Code Section 3121(D), except as provided in Code Section 402(g)(3)).
27. Employee
Any person employed by the Company, including officers and others engaged in the management of the business, provided such person is in active service of the Company; but not including Directors who are not officers of the Company, and not including Independent Contractors and Leased Employees. To the extent required by the Code, Leased Employees shall be considered as employees of the Company for purposes of determining if the Plan meets participation, coverage or other applicable requirements for qualification of the Plan under Code Section 401, but such Leased Employees are not eligible to participate in the Plan, and are excluded from the definition of Employee under this paragraph. For purposes of determining eligibility to participate in the Plan, a person’s status as a common law employee shall be determined at the relevant time by the Company, without regard to any subsequent reclassification of the Employee by any court, administrative body, agency or other entity.
28. Employee Contribution Account
An amount to be separately accounted for and maintained for each Participant to which all Participant After-Tax Deposits (other than those accounted for and maintained as his/her Separate Section 72(d) Employee Contribution Account), and all earnings, income, expenses, gains, and losses attributable thereto shall be charged and credited pursuant to Article X.
29. Employee Stock Ownership Plan
That portion of the Plan under which Employee Stock Ownership Plan (ESOP) Participant Accounts are invested in Qualifying Employer Stock pursuant to paragraph 1., Article IX, and held and administered in accordance with the provisions of paragraph 9. of Article IX, and other pertinent provisions of the Plan.
30. Employer Contribution Account
An amount to be separately accounted for and maintained for each Participant to which all Company contributions for such Participant and all earnings, expenses, gains, and losses attributable thereto shall be charged and credited.
31. Excess Aggregate Contributions
With respect to any Plan Year, the excess of (i) the aggregate Contribution Percentage Amounts taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over (ii) the maximum Contribution Percentage Amounts permitted by the Actual Contribution Percentage test (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages). Such determination shall be made after first determining Excess Elective Deferrals and then determining Excess Contributions.
 
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32. Excess Contributions
The excess with respect to any Plan Year of (i) the aggregate amount of Company contributions actually paid over to the Trust of the Plan on behalf of Highly Compensated Employees and taken into account in computing the Actual Deferral Percentage for such Highly Compensated Employees for such Plan Year over (ii) the maximum amount of such contributions permitted under Code Section 401(k) discrimination limitations under Code Section 401(k)(3)(A)(ii) (determined by reducing contributions made on behalf of Highly Compensated Employees in order of the Actual Deferral Percentages beginning with the highest of such percentages).
33. Excess Deferrals
Any amount of Elective Deferrals of any Participant which is included in such Participant’s gross income pursuant to the limitation on the exclusion of such Elective Deferrals provided in Code Section 402(g)(1).
34. Highly Compensated Employee
The term “Highly Compensated Employee” means any Employee who: (1) was a five-percent (5%) owner at any time during the year or the preceding year, or (2) for the preceding year had compensation from the Company in excess of one-hundred fifteen thousand dollars ($115,000) and, if the Company so elects, was in the top-paid group for the preceding year. The hundred and fifteen thousand dollar ($115,000) amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996. For purposes of the foregoing the “applicable year” of the Plan for which a determination is being made is called a “determination year” and the preceding 12-month period is called a look-back year. A highly compensated former employee shall be determined and based on the rules applicable to determining Highly Compensated Employee status as in effect for a determination year, in accordance with Treasury Regulation § 1.414(q)-1T, A-4 and Internal Revenue Service notice 97-45. An Employee shall be treated as a five-percent (5%) owner for any year if at any time during such year such Employee was a five-percent (5%) owner (as defined in Code Section 416(i)(1)) of the Company. An Employee is in the top-paid group of Employees for any year if such Employee is in the group consisting of the group consisting of the top twenty percent (20%) of the Employees when ranked on the basis of compensation paid during such year.
For purposes of this paragraph, the term “compensation” means compensation within the meaning of Code Section 415(c)(3).
For purposes of determining the number of Employees in the top-paid group, there shall be excluded (i) Employees who have not completed six (6) months of service, (ii) Employees who normally work less than 17  1 ⁄ 2 hours per week, (iii) Employees who normally work during not more than six (6) months during any year, (iv) Employees who have not attained age 21, and (v) except to the extent provided in Treasury regulations, Employees who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the Company.
 
8

35. Hours of Service
All hours for which the Employee is either directly or indirectly compensated by the Company for performing duties for the Company. These hours are to be credited to the Employee in the computation period during which the duties were performed and not when paid. The determination of the Hours of Service for reasons other than the performance of duties shall be made in accordance with Section 2530.200b-2(b) of the Department of Labor regulations. The determination of the computation to which the Hours of Service are credited shall be made in accordance with Section 2530.200b-2(c) of Department of Labor regulations. Credit is also to be given for each hour of back pay for which back pay has been awarded or agreed to by the Employer, and these hours are to be credited to the Employee in the computation period during which the duties were performed and not paid. An Employee should be credited with Hours of Service for any customary period of work based upon a forty (40)-hour week or pro rata portion thereof, during which the Employee is absent for any authorized reason in accordance with established Company policy and procedure, is laid off for a temporary period, is on a Company-approved leave of absence, or sick or disability leave, is on jury or military duty, or is not working due to a labor-management dispute. The clause shall be construed so as to resolve any ambiguities in favor of crediting Employees with Hours of Service.
36. Independent Contractor
Any person, exercising and engaging in a business or occupation separate from and independent of the Company, who by mutual agreement with the Company is not to be otherwise treated as an Employee for payroll, compensation, employee benefits, or similar purposes, and who is engaged or contracted to perform a certain job or services for the Company, but according to his/her own methods, and without being subject to the control or supervision of the Company, except as to specification of the product or result of his/her work or services for which he/she is contracted.
37. KGS 401(k) Thrift Plan
The ONEOK, Inc. KGS 401(k) Thrift Plan, heretofore sponsored by ONEOK, which became effective on the effective date of the strategic alliance between ONEOK Inc., a Delaware corporation and Western Resources, Inc. and the merger of said ONEOK, Inc. with and into WAI, Inc., an Oklahoma corporation.
38. Leased Employee
A person who otherwise is not an Employee, but who provides services for the Company and such services are provided pursuant to an agreement between the Company and any other person (leasing organization), and such person has performed such services for the Company (or for the Company and a related person determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for at least one (1) year, and such services are performed under primary direction and control of the Company. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the Company shall be treated as provided by the Company.
 
9

A Leased Employee shall not be considered an employee of the Company if: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee’s gross income under section 125, section 402(e)(3), section 402(h)(1)(B) or section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20 percent of the Company’s non-highly compensated work force.
Leased Employees shall be considered as employees of the Company for the purpose of determining if the Plan meets participation, coverage or other applicable requirements for qualification of the Plan under Code Section 401, but such Leased Employees are not eligible to participate in the Plan, and are excluded from the definition of “Employee” in paragraph 24 of this Article I, above.
39.	Matching Contribution Percentage	
The average of the ratios (calculated separately for each Employee in such group) of (i) the sum of the Company Matching Contributions and Participant After-Tax Deposits paid under the Plan on behalf of each such Employee for the Plan Year, to (ii) the Employee’s Compensation (within the meaning of Code Section 414(s) for such Plan Year; with the Company having the election to take into account (in computing such percentage) elective deferrals and qualified nonelective contributions (as defined in Code Section 401(m)(4)(C) under this Plan or any other plan of the Company, to the extent allowed by regulations.
40. Matching Contributions
The matching contribution made by the Company pursuant to Article VII of the Plan with respect to the Reductions in Compensation and After-Tax Deposits of the Participant.
41. Non-Bargaining Unit Employee
Any Employee who is not represented by a collective bargaining unit, and is not a Bargaining Unit Employee.
42. Non-Bargaining Unit Participant
Any Participant who is a Non-Bargaining Unit Employee.
43. One-Year Break in Service
A twelve (12)-consecutive-month period of time commencing on any anniversary date of original employment and ending twelve (12) consecutive months thereafter, during which the Employee has not completed more than five hundred (500) Hours of Service.
 
10

43A. ONEOK
ONEOK, Inc., an Oklahoma corporation, and its Subsidiaries
43B. ONEOK, Inc. 401(k) Plan
The ONEOK, Inc. 401(k) Plan, which was known as the Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries prior to January 1, 2014.
44. Participant
An Employee who has satisfied the eligibility requirements of the Plan and has elected to participate in the Plan.
45. Participant Account
All cash and other assets held by the Trustee under the Plan in the accounts maintained under the Trust for the particular Participant.
46. Plan
This ONE Gas, Inc. Plan, as amended and restated.
47. Plan Year
A twelve (12) month period commencing on January 1 of each year and ending on the subsequent December 31.
48. Pre-1987 Employee Contribution Account
Any portion of a Transferred Participant’s Account that constituted a Pre-1987 Employee Contribution Account (as defined in the ONEOK, Inc. 401(k) Plan) as of December 31, 2013.
49. Pre-1999 KGS 401(k) Thrift Plan Account
Any portion of a Transferred Participant’s Account that constituted a Pre-1999 KGS 401(k) Thrift Plan Account (as defined in the ONEOK, Inc. 401(k) Plan) as of December 31, 2013.
50. Pre-1999 ONEOK Thrift Plan Account
Any portion of a Transferred Participant’s Account that constituted a Pre-1999 ONEOK Thrift Plan Account (as defined in the ONEOK, Inc. 401(k) Plan) as of December 31, 2013.
51. Prior ONEOK, Inc. Thrift Plan
The ONEOK, Inc. 401(k) Plan as in effect immediately prior to the merger thereof with the KGS 401(k) Thrift Plan, and amendment and restatement thereof effective on and after January 1, 1999.
 
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52. Qualified Default Investment Alternative
An investment option established and maintained under the Plan that shall be administered as more particularly described in Article IX, paragraph 1.B. of the Plan, and as so defined therein.
53. Qualified Matching Contributions
Matching Contributions, which are subject to the distribution and nonforfeitability requirements under Code Section 401(k) when made.
54. Qualified Non-Elective Contributions
Contributions (other than Matching Contributions or Qualified Matching Contributions) made by the Company and allocated to Participants’ accounts that Participants may not elect to receive in cash until distributed from the Plan, that are nonforfeitable when made; and that are distributable only in accordance with the distribution provisions that are applicable to Elective Deferrals and Qualified Matching Contributions.
55. Qualified Reservist Distribution
A distribution of a Participant’s 401(k) Contribution Account if the Participant was (by reason of being a member of a reserve component (as defined in section 101 of title 37, United States Code)) ordered or called to active duty after September 11, 2001, for a period in excess of 179 days or for an indefinite period, and such distribution is made after the date of such order or call to active duty period, and to the extent allowed in accordance with Code Section 401(k)(2)(B)(i)(V) and regulations under that Section.
56. Qualifying Employer Stock (and/or Qualifying Employer Security(ies)
The common stock of ONE Gas, Inc. which is a security readily tradable on an established securities market, within the meaning of Code Section 409(l). Prior to the Separation, Qualifying Employer Stock shall consist of the common stock of ONEOK, Inc.
57. Reduction in Compensation
The reduction in Compensation payable to the Employee by the Company, which is elected voluntarily by the Employee under paragraphs 1. and 2. of Article III, but not including any deemed elected additional deferral for Non-Bargaining Unit Participants made under paragraph 3. of Article III.
59. Roth 401(k) Elective Deferral
An elective deferral of a Participant made pursuant to the provisions and requirements set forth in Article III, paragraph 3 of the Plan, and more specifically defined in Article III, paragraph 3.F. of the Plan.
 
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60. Roth 401(k) Elective Deferral Account
A separate account maintained for each Participant who elects to make a Roth 401(k) Elective Deferral which account shall be created, maintained and administered as provided in Article III, paragraph 3 of the Plan.
61. Salaried Employee
An Employee whose basic rate of compensation or pay, as stated in the payroll records of the Company, is a fixed monthly or annual salary and not an hourly rate of pay for services performed.
62. Section 16 Person
A person subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, with respect to equity securities of the Company.
63. Separate Section 72(d) Employee Contribution Account
An amount to be separately accounted for and maintained for each Participant to which all Participant After-Tax Deposits made after January 1, 1988, shall be allocated and credited, and to which all earnings, income, expense, gains, and losses attributable thereto shall be separately charged and credited after that date pursuant to paragraphs 1. and 3. of Article X, and Code Section 72(d).
64. Severance of Employment
An Employee has a “severance from employment” when the Employee ceases to be an Employee of the Employer maintaining the Plan. An Employee does not have a severance from employment if, in connection with a change of employment, the Employee’s new employer maintains the Plan with respect to the employee.
65. Spouse
A Spouse is a person of the same sex or opposite sex to whom the Participant is married if their marriage was validly entered into in a state or foreign country whose laws authorized the marriage even if the couple lives in a state that does not recognize the validity of their marriage.
66. Subsidiary (and Subsidiaries)
A Subsidiary Corporation or a Controlled Affiliate Business Organization of ONE Gas, Inc., as herein defined. From January 1, 2014 until the Separation (as defined in Article XXIV), ONE Gas, Inc. is a Subsidiary of ONEOK, Inc.
 
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67. Subsidiary Corporation
Any corporation that is in one or more chains of includible corporations connected through stock ownership in which (i) ONE Gas, Inc., an Oklahoma corporation, is the common parent corporation (ii) ONE Gas, Inc. owns directly stock in at least one (1) of the other includible corporations possessing not less than 100 percent of the total voting power of such corporation, or having a value equal to 100 percent of the total value of the stock of such corporation (“applicable ownership level”), and (iii) stock at such applicable ownership level in each of the includible corporations (except said ONE Gas, Inc.) is owned directly by one (1) or more of the other includible corporations.
68. Transferred KGS 401(k) Thrift Plan Account
Any portion of a Transferred Participant’s Account that constituted a Transferred KGS 401(k) Thrift Plan Account (as defined in the ONEOK, Inc. 401(k) Plan) as of December 31, 2013.
69. Trust
The Trust established for the receiving, holding, investing, and disposing of the Participant deposits, Company contributions, and any earnings thereon under this Plan, and any predecessor plan.
70. Trustee
The Trustee under the Plan hereinafter named in paragraph 2. of Article XV or any successor to said Trustee.
71. USERRA
The Uniformed Service Employment and Reemployment Rights Act, 38 United States Code, §§ 4301, et seq.
72. Year of Service
A twelve (12) month period, beginning on the date the Employee Commenced employment with the Employer and ending twelve (12) months thereafter, or any subsequent twelve (12) month period beginning on any anniversary of the employment commencement date and ending twelve (12) months thereafter, during which an Employee has completed at least one thousand (1,000) Hours of Service. Provided that, upon employment by the Company, for purposes of determining an Employee’s eligibility to participate in the Plan, and subject to the foregoing definition of a Year of Service, a Year of Service with any member of a controlled group (as described in Section 414(b) of the Internal Revenue Code of 1986, or similar provisions in succeeding enactments) of which the Company is also a member shall be deemed to be a Year of Service with the Company, whether or not such other member of the controlled group shall have adopted this or any other Plan.
 
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ARTICLE II.
ELIGIBILITY AND PARTICIPATION
PARAGRAPH
1. Eligibility
Except as hereinafter otherwise provided, participation in the Plan shall be open to any Employee upon and after his/her commencement of employment with the Company; provided, that Company Matching Contributions with respect to Bargaining Unit Participants shall be made only upon completion of one (1) Year of Service, and provided, further, that Company Matching Contributions with respect to Non-Bargaining Unit Participants shall be made upon and after commencement of participation in the Plan, as provided in Article VII of the Plan. Any Employee who prior to January 1, 1999, was eligible to participate in, or who was a participant in the Prior ONEOK, Inc. Thrift Plan, or the KGS 401(k) Thrift Plan shall be eligible to participate in this Plan. Any Employee eligible to participate in a qualified pension or profit-sharing plan of the Company from which a rollover or trust to trust transfer is approved, or with which a merger and consolidation is approved, shall be eligible to participate in this Plan. The Plan shall not have a maximum age condition or limitation on participation, shall not exclude from participation (on the basis of age) any Employees who have attained any specified age; and allocations to a Participant’s Account under the Plan shall not be ceased, and the rate at which amounts are allocated to a Participant’s Account shall not be reduced because of the attainment of any age; provided, that such requirements relating to no maximum age for participation and accrual of benefits shall be coordinated to the extent provided in Treasury Regulations with the requirements of Code Sections 404, 410, and 415, and the Code provisions precluding discrimination in favor of Highly Compensated Employees.
Notwithstanding the foregoing, the term “Employee” for purposes of eligibility shall exclude the following classes of individuals:
Individuals hired on a temporary basis or as interns and who do not complete a Year of Service.
2. Commencement of Participation
Transferred Participants (as such term is defined in Article XXIV), who are eligible on the Effective Date of the Plan may commence his/her initial Participation (subject to any applicable Year of Service Requirement in Paragraph 1) therein as of that date. Any other eligible Employee may commence initial participation as of the date he/she becomes eligible if it is the first day of a month and he/she completes enrollment in the Plan or before that day, or otherwise as of the first day of the calendar month next following the month in which he/she becomes eligible; provided, however, that no Employee who is on authorized leave of absence on the date he/she becomes eligible may commence to participate in the Plan until the first day of the calendar month following his/her return to active service; and provided, further, that such Employee may in any event participate in the Plan not later than the earlier of the first day of the Plan Year after such Employee has met the requirements for eligibility under this Plan, or six (6)
 
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months after the day such requirements are met. Any eligible Employee who does not commence to participate in the Plan on the earliest date when he/she is eligible to do so may thereafter commence participation as of the first day of the calendar month following the month in which he/she elects to participate and makes application to do so to the Company. Commencement of participation in the Plan by an eligible Employee shall be accomplished by his/her election to make deposits or a Reduction in Compensation, as hereinafter provided.
3. Participation Voluntary
Participation in the Plan by eligible Employees shall be voluntary. A Participant may become temporarily ineligible to participate in the event of termination or suspension of his/her participation pursuant to the terms of the Plan.
4. Confirmation of Participation
Each Employee at the time of becoming a Participant in the Plan shall be given or provided direct electronic access to a copy of the Plan and/or summary plan description of the Plan as effective at that time. As a condition of becoming a Participant in the Plan an Employee shall either sign an instrument in such form as prescribed by the Committee or otherwise provide by electronic or other medium prescribed by the Committee a statement satisfactory to the Committee evidencing the fact that the Employee intends to be a Participant and he/she accepts and agrees to all the provisions of the Plan; and the Committee may also require by such means the consent of the spouse of the Participant if the Participant is married and the primary beneficiary designated is not the spouse of the Participant.
5. Duration of Participation
After an Employee has satisfied the eligibility requirements and has elected to participate in the Plan, participation in the Plan shall continue until the employer-employee relationship is terminated between the Company and the Participant, except as provided in the case of voluntary or involuntary Participant suspension or voluntary or involuntary Plan termination.
6. Reentry of Participant
If a former Participant whose employment has terminated shall be rehired as an Employee, he/she shall be entitled to reenter the Plan as a Participant on the first day of the month next following such reemployment.
7. Breaks in Service
If an Employee who has not satisfied the eligibility requirements of the Plan and whose employee relationship with the Company has been terminated, is subsequently reemployed, he/she shall again be eligible to participate in the Plan, and to commence to participate in accordance with paragraphs 1. and 2. of this Article II. Notwithstanding the foregoing eligibility provisions, or any other provisions of this Plan, an Employee’s prior Years of Service shall always be considered in determining the satisfaction of the eligibility requirements if such termination period is not a period of consecutive One (1)-year Breaks in Service which equals or exceeds the greater of five (5), or the aggregate number of Years of Service before such
 
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termination period. If any Years of Service are not required to be taken into account by reason of a period of Breaks in Service to which the foregoing provisions of this paragraph 7. apply, such Years of Service shall not be taken into account in applying such provisions to a subsequent period of Breaks in Service.
8. Maternity and Paternity Absences
Any period of absence from work, not exceeding the hours described in subparagraphs A. and B., below, by an Employee for any period by reason of the pregnancy of the Employee; by reason of the birth of a child of the Employee; by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or for the purpose of caring for such child for a period beginning immediately following such birth or placement shall be treated as Hours of Service, solely for purposes of determining whether a One (1)-year Break in Service has occurred with respect to Years of Service for purposes of eligibility for participation in this Plan. The Hours of Service described in this paragraph 8. are:
A. the Hours of Service which otherwise would normally have been credited to such Employee but for such absence, or
B. in any case where the Committee is unable to determine the hours described in subparagraph A., above, eight (8) hours per normal workday of service, except that the total number of hours treated as Hours of Service under this paragraph 8. shall not exceed five hundred one (501) hours.
Provided, that no credit will be given pursuant to this paragraph 8. unless the individual furnishes to the Committee such timely information as it may reasonably require to establish that the absence from work is for reasons referred to hereinabove, and the number of days for which there was such absence.
The hours described in this paragraph 8. shall be treated as Hours of Service only in the year in which the absence from work begins, if an Employee would be prevented from incurring a One (1) year Break in Service in such year solely because the period of absence is treated as Hours of Service as hereinabove provided; or in any case, in the immediately following year. For purposes of application of the foregoing rules in this paragraph 8. the term “year” means the twelve (12) month period beginning on the first day of employment with the Company and each anniversary thereof.
9. Eligibility in Case of Merger, Consolidation or Acquisition
The Board of Directors, or the Committee at the Board of Directors’ direction, shall determine on a uniform and nondiscriminatory basis, in accordance with any agreement to which the Company shall be a party, or by which it shall be bound, and in a manner not inconsistent with law, which persons, if any, who become employees of the Company as a result of a merger or consolidation or the acquisition of a substantial portion of the assets or stock of a corporation shall be eligible for participation in this Plan.
 
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Where in connection with a merger, consolidation, or acquisition of assets, property or stock by the Company from or of another corporation or entity, individuals who were employees of such other corporation or entity become Employees of the Company, the Board of Directors, or the Committee at the Board of Directors’ direction, may determine on a uniform and nondiscriminatory basis, in accordance with any agreement to which the Company shall be a party, or by which it shall be bound, and in a manner not inconsistent with law, whether employment with such other corporation or entity preceding such transaction or the Company’s acquisition of stock of, or property from it, shall be deemed to be employment for eligibility purposes under this Plan; provided, that the determination of deemed service for eligibility or similar determinations in any particular instance of the acquisition of stock or assets by the Company pursuant to the foregoing provisions of this paragraph 9., shall not be effective or control with respect to the employees of any other corporation in any prior or subsequent acquisition of stock or assets of another corporation by the Company.
10. Participant Military Service
Notwithstanding any provisions of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service of an employee will be provided in accordance with the special rules relating to veterans’ reemployment rights under USERRA in Code Section 414(u).
11. Transfer or Sponsorship of Plan
The Plan is sponsored by the Company for the exclusive benefit of the employees of the Company and its Subsidiaries and their subsidiaries and their beneficiaries. Any transfer of sponsorship of the Plan to a successor employer may be permissible in connection with the acquisition of business assets or operations, but such a transfer of sponsorship of the Plan shall not be made if it is not in connection with the acquisition of business assets or operations or if substantially all business risks and opportunities under the transaction are those associated with the transfer of the sponsorship of the Plan.
 
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ARTICLE III.
CONTRIBUTIONS FOR PARTICIPANT 401(k) SALARY REDUCTIONS
PARAGRAPH
1. Company 401(k) Contributions
The Company shall contribute to the Trust for each Plan Year, that portion of the net earnings of the Company for that year equal to the amount of the Reduction in Compensation elected by each Participant, and ESOP Dividend Distribution/Additional Deferral Contribution elected and agreed to and deemed elected by each Participant pursuant to paragraphs 2. and 3. of this Article III, to the extent provided therein. Such contributions shall be the Company’s 401(k) Contribution for the Participant.
2. Cash or Deferral Election
A. Non-Bargaining Unit Participants .
1. Each Employee who is a Non-Bargaining Unit Participant in this Plan may elect a Reduction in Compensation in an amount not in excess of twenty-four percent (24%) of his/her Compensation or the limitation on exclusion of elective deferrals for his/her taxable year, provided in Code Section 402(g), subject to applicable cost-of-living adjustment thereunder, or as provided in any successor provision of the federal tax law.
The amount of such Reduction in Compensation shall be deferred and become the Company’s 401(k) Contribution for such Participant; provided, that to the extent an elected Reduction in Compensation of a Highly Compensated Employee causes the limitations of paragraph 3. or 7. of Article VIII to be exceeded, the election shall not become effective for the excess amount and it shall be paid to the Highly Compensated Employee in cash. If necessary to meet the limitations of paragraphs 2., 3., or 7. of Article VIII, a Non-Bargaining Unit Participant’s Reduction in Compensation, and the Company’s 401(k) Contribution shall be reduced in the manner determined by the Committee, and may include, without limitation, reducing the percentage of highest elected Reductions in Compensation of Non-Bargaining Unit Participants then in effect until such limitations are not exceeded. In case the amount and percentage be so reduced, such reduction shall be to the next lower full percentile below the permissible limitation percentage, and shall remain in effect until the next succeeding Designation Date, subject to any further adjustment necessary to meet such limitations under paragraphs 2., 3., or 7. of Article VIII.
Notwithstanding the above, a Participant who was also a participant of the ONEOK, Inc. 401(k) Plan as of December 31, 2013 will be deemed to have elected to make a Reduction in Compensation under this Plan in the same percentage as elected under the ONEOK, Inc. 401(k) Plan.
 
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2. For purposes of the foregoing and the Plan “Catch-Up Contributions” are Elective Deferrals made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are aged fifty (50) or over by the end of their Taxable Years. An otherwise applicable limit is a limit in the Plan that applies to Elective Deferrals without regard to Catch-Up Contributions, such as limits on annual additions, the applicable limit on Elective Deferrals under Code Section 402(g) (not counting Catch-Up Contributions) and the limit imposed on the actual deferral percentage (ADP) test under Code Section 401(k)(3). Catch-Up Contributions for a Participant may be made under the Plan, and for a taxable year may not exceed (1) the limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(I) for the taxable year or (2) when added to other Elective Deferrals, 75 percent of the Participant’s Compensation for the taxable year.
3. Each Participant in this Plan may elect a Reduction in Compensation by signing and filing with the Committee a written election and agreement in the form specified and furnished to such Participant by the Committee and by making such election by telephone voice response system or internet in accordance with such rules and regulations as the Committee may prescribe.
4. Elections by Participants shall be stated in full percentiles of the Participant’s Compensation.
5. The Reduction in Compensation elected by a Non-Bargaining Unit Participant (in accordance with Paragraph 2.A.1 of Article III) shall remain in effect until changed by such Participant’s delivery of a change of election in the manner provided herein. A Non-Bargaining Unit Participant may change his/her Reduction in Compensation only on a Designation Date. A Non-Bargaining Unit Participant’s change of election may designate a different percentage of Reduction in Compensation, subject to the terms and conditions of the Plan; and may state that such Participant elects no Reduction in Compensation and deferral after the Designation Date until he/she makes a subsequent change of election hereunder. Change of election by written direction or by electronic medium, voice response or other means determined and prescribed by the Committee may be delivered or transmitted by a Non-Bargaining Unit Participants at any time, but shall be effective only as of the Designation Date next following the date of the delivery of such change of election to the Committee.
B. Bargaining Unit Participants .
1. For each Payroll Period each Employee who is a Bargaining Unit Participant in this Plan may elect a Reduction in Compensation in an amount of one percent (1%) to twenty-four percent (24%) of such Bargaining Unit Participant’s Adjusted Total Compensation paid during the Payroll Period, in one percent (1%) increments to be made by payroll deduction, provided that such Bargaining Unit Participant is an active Participant in the Plan during a portion of such Payroll Period, and such Reduction in Compensation shall be the Company’s 401(k) Contribution for such Participant.
 
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2. Provided, further that a Bargaining Unit Participant’s Reduction in Compensation shall not exceed the limitation on excludible elective deferrals for such Participant’s taxable year, provided in Code Section 402(g), subject to applicable cost-of-living adjustment thereunder, or as provided in any successor provision of federal tax law.
3. For purposes of the foregoing and the Plan “Catch-Up Contributions” are Elective Deferrals made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are aged fifty (50) or over by the end of their taxable years. An otherwise applicable limit is a limit in the Plan that applies to Elective Deferrals without regard to Catch-Up Contributions, such as limits on annual additions, the dollar limit on Elective Deferrals Under Code Section 402(g) (not counting Catch-Up Contributions) and the limit imposed on the actual deferral percentage (ADP) test under Code Section 401(k)(3). Catch-Up Contributions for a Participant for a taxable year may not exceed (1) the dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(I) for the taxable year or (2) when added to other Elective Deferrals, 75 percent of the Participant’s Compensation for the taxable year.
4. Notwithstanding the foregoing, on or about the end of each calendar quarter in a Plan Year, a Bargaining Unit Participant will be allowed to contribute in a lump sum amount the additional cash necessary to meet his/her maximum contribution percentage. Such pre-tax catch-up contributions will be made through payroll deduction and must be greater than $25.00. In a Plan Year a Bargaining Unit participant will be allowed to make such catch-up contribution for previous quarters in the Plan Year. This catch-up contribution shall be considered in determining the Company’s Matching Contribution for such Bargaining Unit Participant to the extent provided in Article VII of the Plan.
5. The Reduction in Compensation elected by a Bargaining Unit Participant (in accordance with Paragraph 2.A.1 of Article III) shall remain in effect until changed by such Participant’s delivery of a change of election in the manner provided herein. A Bargaining Unit Participant may change his/her Reduction in Compensation only on a Designation Date. A Bargaining Unit Participant’s change of election may designate a different percentage of Reduction in Compensation, subject to the terms and conditions of the Plan; and may state that such Participant elects no Reduction in Compensation and deferral after the Designation Date until he/she makes a subsequent change of election hereunder. Change of election by written direction or electronic medium, voice response or other means determined and prescribed by the Committee may be delivered or transmitted by Bargaining Unit Participants at any time, but shall be effective only as of the Designation Date next following the date of the delivery of such change of election to the Committee in accordance with procedures and rules, as prescribed by the Committee and its authorized representatives, which shall be published and disclosed to Participants by the Committee and the Company.
 
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3. Roth 401(k) Elective Deferrals
A. General Application.
1. This paragraph of the Plan will apply to contributions beginning on the Effective Date.
2. Under paragraph 1, the Plan will accept Roth Elective Deferrals made on behalf of Participants. A Participant’s Roth Elective Deferrals shall be allocated to a separate account maintained for such deferrals as described in paragraph 3.B of this Article III, below.
3. Unless specifically stated otherwise, Roth Elective Deferrals will be treated as elective deferrals for all purposes under the Plan.
4. A Participant may make Roth Elective Deferrals with catch-up contributions that are elective deferrals to the extent allowed by Code Section 402A.
B. Separate Accounting .
1. Contributions and withdrawals of Roth Elective Deferrals will be credited and debited to the Roth Elective Deferral Account maintained for each Participant.
2. The Plan will maintain a record of the amount of Roth Elective Deferrals in each Participant’s account.
3. Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to each Participant’s Roth Elective Deferral Account and the Participant’s other accounts under the Plan.
4. No contributions other than Roth Elective Deferrals and properly attributable earnings will be credited to each Participant’s Roth Elective Deferral Account.
C. Direct Rollovers .
1. Notwithstanding the provisions of Article V of the Plan, a direct rollover of a distribution from a Roth Elective Deferral Account under the Plan will only be made to another Roth Elective Deferral Account under an applicable retirement plan described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is permitted under the rules of Code Section 402(c).
2. The Plan will not provide for a direct rollover (including an automatic rollover) for distributions from a Participant’s Roth Elective Deferral Account if the amount of the distributions that are eligible rollover distributions are reasonably expected to total less than $200 during a year. In addition, any distribution from a Participant’s Roth Elective Deferral Account is not taken into account in determining whether distributions from a Participant’s other accounts are reasonably expected to total less than $200 during a year. However, eligible rollover distributions from a Participant’s Roth Elective Deferral Account are taken into account in determining whether the total amount of the Participant’s account balances under the Plan exceeds $1,000 for purposes of mandatory distributions from the Plan.
 
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3. Any provisions of the Plan that allow a participant to elect a direct rollover of only a portion of an eligible rollover distribution but only if the amount rolled over is at least a specified dollar amount are to be applied by treating any amount distributed from the Participant’s Roth Elective Deferral Account as a separate distribution from any amount distributed from the Participant’s other accounts in the Plan, even if the amounts are distributed at the same time.
D. Correction of Excess Contributions .
1. In the case of a distribution of excess contributions, a Highly Compensated Employee may designate the extent to which the excess amount is composed of pre-tax elective deferrals and Roth Elective Deferrals but only to the extent such types of deferrals were made for the year.
E. Distributions; Loans .
1. Distributions from a Participant’s Roth Elective Deferral Account shall be made only to the extent, and at a time that is in accordance with and subject to all other terms and provisions of the Plan generally applicable to a distribution of any elective deferral made by a Participant under the Plan.
2. If the Highly Compensated Employee does not designate which type of elective deferrals are to be distributed, the Plan will distribute pre-tax elective deferrals first.
3. No Participant loan shall be allowed from a Participant Roth Elective Deferral Account.
4. The Committee and Plan shall provide written information to each Participant who is eligible to make a Roth Elective Deferral describing the minimum required distribution provisions of Code Section 401(a)(9) that apply commencing at the time a Participant attains age 70  1 ⁄ 2 , and the related federal income tax consequences of a distribution from a Roth Elective Deferral Account if it is before completion of the 5-taxable year period of participation for Roth Elective Deferrals under the Plan.
F. Definition .
1. Roth Elective Deferrals . For purposes of the foregoing provisions of this paragraph, and otherwise under the Plan, “Roth Elective Deferral” is an elective deferral that is:
 
 	(a)	Designated irrevocably by the Participant at the time of the cash or deferred election as a Roth Elective Deferral that is being made in lieu of all or a portion of the pre-tax elective deferrals the Participant is otherwise eligible to make under the Plan; and	
 
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 	(b)	Treated by the Company as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election.	
4. ESOP Dividend Distribution/Additional Deferral Contribution
A. Each Participant in the Plan, unless such Participant elects otherwise in writing, shall be deemed to have also made an elective deferral of his/her Compensation in an amount equal to the ESOP Dividend Distribution paid and distributed in cash to such Participant pursuant to subparagraphs 2.B. of Article X, except that such ESOP Dividend Distribution/Additional Deferral of a Participant shall be limited to an amount which, when added to such Participant’s regularly elected Reduction in Compensation under paragraph 2. of this Article III, will not cause such Participant’s total elective deferrals of Compensation for the year to exceed the maximum permissible amount which may be deferred under Code Section 402(g) for the taxable year, and shall be subject to the reductions thereof as determined by the Committee in order to comply with applicable limitations in Code Sections 401(k) and 415 as provided in paragraphs 2., 3., and 7. of Article VIII. A Participant’s election in writing to not make a deemed ESOP Dividend Distribution/Additional Deferral shall be made at the time and in the manner provided for in rules and procedures prescribed by the Committee.
B. The Company shall contribute to the Trust for each Plan Year that portion of the net earnings of the Company for the Plan Year equal to the amount of the ESOP Dividend Distribution/Additional Deferral elected by each Participant pursuant to subparagraph 4A., above.
5. Time of Contribution
The Company shall make payment of its contributions to the Trust under the terms of this Article III periodically within the time permitted by the Code and the Employee Retirement Income Security Act of 1974, as amended.
6. USERRA
The elections to defer salary or compensation and related benefits provided herein shall be provided in accordance with the special rules relating to veterans rights under USERRA in Code Section 414(u).
7. USERRA; Treatment of Differential Wage Payments
A. Except as provided in this Paragraph, for purposes of applying the Code to the Plan:
1. an individual receiving a differential wage payment shall be treated as an employee of the employer making the payment,
2. the differential wage payment shall be treated as compensation, and
 
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3. the Plan shall not be treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment.
B. Special rule for distributions.
1. Notwithstanding Paragraph 7.A.1, above, for purposes of section 401(k)(2)(B)(i)(I), an individual shall be treated as having been severed from employment during any period the individual is performing service in the uniformed services described in section 3401(h)(2)(A).
2. If an individual elects to receive a distribution by reason of paragraph 7.B.1, above, the plan shall provide that the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution.
C. Paragraph 7.A.3, above, shall apply only if all employees of an employer (as determined under Code Sections 414 (b), (c), (m), and (o)) performing service in the uniformed services described in section 3401(h)(2)(A) are entitled to receive differential wage payments on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the employer, to make contributions based on the payments on reasonably equivalent terms. For purposes of applying this subparagraph, the provisions of paragraphs (3), (4), and (5) of Code Section 410(b) shall apply.
D. For purposes of this Paragraph, the term “differential wage payment” has the meaning given such term by section 3401(h)(2).
8. Heart Act Provisions
The following provisions apply to the Plan with respect to benefits and distributions authorized by the Heroes Earnings Assistance and Relief Tax Act of 2008 (“Heart Act”). These provisions shall be applied in coordination with other terms and provisions of the Plan with respect to the subjects and matters described therein.
A. Death benefits under USERRA-qualified active military service. In the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment with the Company on account of death.
B. Vesting service credit. Service credit for the period of a deceased Participant’s period of qualified military service shall be provided for vesting purposes under the Plan.
C. If a Participant would not be entitled to reemployment rights immediately before his death under USERRA, the provisions of Paragraph 8.A., above, shall not apply in determining the death benefits to which the Participant’s survivors are entitled under the Plan.
 
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D. Under Code Section 414(u)(9) for benefit accrual purposes under the Plan, an individual who dies or becomes disabled while performing qualified military service shall be treated as if such individual resumed employment with the Company in accordance with the individual’s USERRA reemployment rights on the day preceding the death or disability and then terminated employment on the actual date of disability. All individuals shall be credited with service and benefits on reasonably equivalent terms. The individual must be provided vesting credit for purposes of determining his/her vested percentage in accruals earned both during qualified military service and during other periods.
E. The amount of employee contributions and the amount of elective deferrals of an individual treated as reemployed in connection with death or disability, as described above, shall be determined on the basis of the individual’s average actual employee contributions or elective deferrals for the lesser of (i) the 12-month period of service with the employer immediately prior to qualified military service, or (ii) if service with the employer is less than such 12-month period, the actual length of continuous service with the employer.
F. Credited service for vesting shall be provided for a disabled individual’s qualified military service to the extent permitted under other applicable rules, including Treas. Reg.§1.401(a)(4)-11(d)(3).
G. For employer-provided contributions or benefits for an individual treated as reemployed under Code Section 414(u)(9) which are contingent on the individual’s contributions or elective deferrals by the individual, such contributions and benefits shall be based upon deemed employee contributions or elective deferrals or actual employee contributions or elective deferrals for individuals who die or become disabled as provided in Code Section 414(u), and applicable regulations and guidance and herein above.
H. An individual performing uniformed service and receiving differential wage payments, as defined in Code Section 3401(h), if any, paid to such individual by the Company, shall be treated and deemed as an employee of the Company as to such payment and the differential wage payment shall be treated as compensation, and the Company may base contributions or benefits on the differential wage payment, if done in a reasonable nondiscriminatory basis to all individuals.
I. An individual performing uniformed service and receiving any differential wage payments shall for purposes of Code Section 401(k)(2)(B)(i)(I) (which allows amounts attributable to employee elective deferrals to be distributed upon severance from employment) be treated and deemed as having been severed from employment during any period the individual is performing service in the uniformed services, so that such individual is not prohibited from receiving distributions even though the individual has not actually severed employment with the Company; provided, an individual being so treated and deemed to have severed employment for purposes of Code Section 401(k)(2)(B)(i)(I) shall not cause the individual to be treated as severed from employment for other purposes or Code sections.
J. If an individual performing uniformed services elects to receive a distribution under Code Section 414(u)(12)(B)(ii) by reason of being treated and deemed as having severed from employment for purposes of Code Section 401(k)(2)(B)(i)(I) during any period the individual is performing uniformed services, the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution.
 
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K. If differential wage payments are made to any individual such payments shall be treated as compensation for purposes of determining benefits and contributions under the Plan, and as compensation under Code Section 415.
L. The Plan shall provide for and allow distributions under Code Section 401(k) to an individual who is so treated and deemed as severed from employment for purposes of Code Section 401(k)(2)(B)(i)(I) while performing service in the uniformed services pursuant to Code Section 414(u)(12)(B).
M. An individual may receive a distribution otherwise subject to distribution restrictions of Code Section 401(k) if otherwise treated as severed from employment to the extent provided therein. An individual treated as a severed from employment under Code Section 414(u)(12) is not to be treated as severed under other Code sections not referred to therein. Code Section 414 (u)(12) does not apply to individuals who have an actual severance from employment or who otherwise are eligible to take a distribution of plan benefits. The Committee and Plan administrator shall apply Section 414(u)(12) and Heart Act to such circumstances in accordance with applicable published regulations and guidelines in a uniform and nondiscriminatory manner.
N. A distribution made under Code Section 414(u)(12)(B) to an individual who is treated and deemed as severed from employment for purposes of Code Section 401(k)(2)(B)(i)(I) while performing service in the uniformed services shall be treated as an eligible rollover distribution within the meaning of Code Section 402(c)(4) (but not as a hardship distribution ineligible for rollover).
 
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ARTICLE IV.
AFTER-TAX PARTICIPANT CONTRIBUTIONS
PARAGRAPH
1. Percentage of After-Tax Deposits
A. Non-Bargaining Unit Participants .
1. A Non-Bargaining Unit Participant may make After-Tax Deposits of zero (0) to six percent (6%), as he/she may designate, of his/her Compensation. A Participant who has commenced making deposits of his/her Compensation hereunder may thereafter change his/her deposit percentage from zero (0) to six percent (6%), as he/she may designate, in accordance with paragraph 2. of this Article IV.
A Non-Bargaining Unit Participant may not designate an After-Tax Participant Deposit Percentage which exceeds six percent (6%) of his/her Compensation.
Notwithstanding the above, a Non-Bargaining Unit Participant who was also a participant of the ONEOK, Inc. 401(k) Plan as of December 31, 2013 will be deemed to have elected to make an After-Tax Deposit under this Plan in the same percentage as elected under the ONEOK, Inc. 401(k) Plan.
If necessary to meet the limitations of paragraphs 2., 3., 4., or 7. of Article VIII, a Non-Bargaining Unit Participant’s After-Tax Deposits, or the combination of a Non-Bargaining Unit Participant’s elected Reduction in Compensation and After-Tax Deposits shall be reduced in the manner determined by the Committee. In case the amount and percentage of a Non-Bargaining Unit Participant’s elected After-Tax Participant Deposit must be so reduced, such reduction shall be to the next lower full percentile below the permissible limitation percentage, and shall remain in effect until the next succeeding Designation Date, subject to any further adjustment necessary to meet such limitations under paragraphs 2., 3., 4., or 7. of Article VIII.
B. Bargaining Unit Participants . A Bargaining Unit Participant may make an After-Tax Deposits of from zero (0) to six percent (6%) as he/she may designate, of his/her Compensation. Notwithstanding the foregoing, on or about the end of each calendar quarter within a Plan Year, a Bargaining Unit Participant may contribute in a lump sum amount the additional cash necessary to meet his/her maximum contribution percentage. Such after tax catch-up contributions may be made through payroll deduction, certified check, cashier’s check or money order and must be greater than $25.00. A Bargaining Unit Participant will be allowed to make such catch-up contribution for previous calendar quarters during a Plan Year. This catch-up contribution shall be considered in determining the Company Matching Contributions for such Bargaining Unit Participant to the extent provided in Article VII of the Plan.
 
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Notwithstanding the above, a Bargaining Unit Participant who was also a participant of the ONEOK, Inc. 401(k) Plan as of December 31, 2013 will be deemed to have elected to make an After-Tax Deposit under this Plan in the same percentage as elected under the ONEOK, Inc. 401(k) Plan.
2. Change of Percentage of After-Tax Deposits
The deposit percentage designated by a Participant for his/her After-Tax Deposit (in accordance with Paragraph 1.A. and 1.B of Article IV) shall continue in effect, notwithstanding any change in his/her Compensation, until he/she shall change such percentage. A Participant may change such percentage as of a Designation Date, but not retroactively. A Participant shall designate and change the percentage of his/her After-Tax Participant Deposit by written direction, or by electronic medium, voice response system, or other means determined and prescribed by the Committee, to the Committee in the form and manner prescribed by the Committee in accordance with procedures and rules, as prescribed by the Committee and its authorized representatives, which shall be published and disclosed to Participants by the Committee and the Company.
3. Deposit by Payroll Deduction
After-Tax Deposits under this Article IV shall be effected only by payroll deductions in the amount designated by the Participant and in accordance with any regulations prescribed by the Committee; provided, that deposits may also be made in connection with the exercise of options, rights or warrants as provided in paragraph 3. of Article IX, and deposits may be made in connection with rollover contributions or transfers of accounts, if authorized or directed as provided in Article V.
4. Transfer to Trust
The amount of the payroll deductions of After-Tax Deposits so made shall be transferred by the Company to the Trustee under the terms of this Article IV periodically within the time permitted by the Code and the Employee Retirement Income Security Act of 1974, as amended. The Trustee shall hold the same in the respective Participants’ separate After-Tax Deposit Accounts, subject to the provisions of the Plan; and any such amount shall not be subject to diversion or return to the Company, except return thereof to the Company in the case and to the extent its transfer having been by reason of a mistake of fact, in which case the return to the Company of the amount involved shall be made within one (1) year of the mistaken payment.
5. USERRA
The right of a Participant to make After-Tax Deposits provided herein shall be provided in accordance with the special rules relating to veterans rights under USERRA in Code Section 414(u).
 
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ARTICLE V.
ROLLOVERS, TRANSFERRED ACCOUNTS
PARAGRAPH
1. Rollover of Distributions from Plan
A. General . If any portion of the balance to the credit of a Participant is paid or distributed from the Plan to the Participant in an Eligible Rollover Distribution, as defined herein, the amount may be rolled over by the Participant as directed by the Participant, subject to and in accordance with the terms and provisions of the Plan and the Code.
B. Written Explanation . The Committee shall cause within a reasonable period of time before making an Eligible Rollover Distribution the issuance of a written explanation to the Participant of the provisions under which the Participant may have the distribution directly transferred to an Eligible Retirement Plan, as defined herein, of the provisions of the Code under which the distribution will not be subject to tax if transferred to an Eligible Retirement Plan, and of the provisions of the Code under which the distribution will not be subject to tax if transferred to an Eligible Retirement Plan within sixty (60) days after the date on which the Participant received the distribution, the provisions of the Code regarding foreign trusts and tax treatment of distributions from the Plan, and of the provisions of the Code under which distributions from the Eligible Retirement Plan receiving a distribution may be subject to restrictions and tax consequences which are different from those applicable to distributions from this Plan. The explanation shall describe a Participant’s right to defer distributions from the Plan to the extent provided in the Plan, and a description of investment options available under the Plan (including fees) that will be available if distributions are deferred, in accordance with and to the extent provided for in applicable regulations.
2. Rollover from Other Plans of The Company
With the prior written approval of the Committee, a Participant in this Plan may make a rollover contribution of all or part of a qualifying rollover distribution to such Participant from a trust which is a part of a separate qualified pension or profit-sharing plan of the Company or any subsidiary of the Company. The allowance of any rollover contribution shall be at the discretion of the Committee, and only in accordance with such terms and conditions as the Committee may prescribe. The Participant’s rollover contribution shall constitute an additional deposit in, and become a part of the accounts of the Participant for all purposes of the Plan, and become subject to all the terms and provisions of this Plan, except that the Company shall have no obligation to contribute any amount, out of its net earnings and earned surplus, or otherwise, to or for the benefit of a Participant on account of any such rollover contribution by the Participant. Any Participant’s rollover contribution shall be received, deposited, held, and invested in such manner as the Committee shall by regulation prescribe, consistent with the investment and accounting provisions of this Plan.
 
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For purposes of this paragraph 2., a “qualified pension or profit-sharing plan” shall mean a plan qualified under Section 401(a) of the Code and ERISA; and a “qualifying rollover distribution” shall mean a distribution to a Participant from a trust which forms a part of the Company or a subsidiary qualified pension or profit-sharing Plan which distribution constitutes a distribution qualifying for rollover to this Plan pursuant to Code Section 402(c) (or corresponding provision of any future federal tax code).
3. Trust to Trust Transfers From Other Plans of The Company
The Company may, from time to time, direct the Trustee to receive, accept transfers of, and hold as a part of the Trust, deposits or transfers of the funds, deposits, property, assets, and/or accounts of Participants, or employees of any subsidiary of the Company, from a trust which is part of any other qualified defined benefit plan or qualified defined contribution plan of the Company or any subsidiary of the Company. Any such deposit or transfer shall be subject to prior written approval of the Company, and may be pursuant to a modification, continuation, termination, partial termination, consolidation or merger with, or replacement of any such other Company plan or subsidiary plan which may be adopted by the Company or the subsidiary employer, or pursuant to any other arrangement mutually determined and agreed upon by the Company and a subsidiary and/or the subsidiary employee (or Participant). If an employee of the Company or of a subsidiary of the Company whose account is so transferred is otherwise eligible and not already participating in the Plan, he/she shall become a Participant at the time of such transfer and deposit. Any funds or property from the account of a Participant under another Company plan or a subsidiary plan which are so transferred and accepted by the Trustee shall be received and deposited in full to an account or accounts of that Participant under this Plan, and shall thereupon become a part of the Trust held for the account of that Participant in accordance with all the terms and provisions of the Plan. The Committee shall determine and prescribe reasonable and appropriate procedures, certifications, and other requirements to be accomplished and performed by the Company, the Trustee, the Participant, any such subsidiary and the plan administrator and trustee of such other Company plan or subsidiary plan, in order to assure an effective and satisfactory transfer of trust funds, and any such transfer shall be conditioned upon compliance with all such requirements. Notwithstanding any of the foregoing, the Company shall have no obligation to make any matching or other additional contributions to the Plan to or for the benefit of any Participant by reason of any such transfer or deposit to the Trust under this paragraph 3.
4. Direct Rollovers
A. Application . Notwithstanding any provision of the Plan to the contrary that might otherwise limit a Distributee’s election under the Plan, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.
B. Definitions . For purposes of this paragraph the following definitions shall apply:
1. Eligible Rollover Distribution . An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the
 
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life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution; the portion of any other distribution(s) that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).
A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Sections 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.
2. Eligible Retirement Plan . An Eligible Retirement Plan is an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from the Plan, an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity described in Code Section 403(a), an annuity described in Code Section 403(b), or a qualified plan described in Code Section 401(a), that accepts the Distributee’s eligible rollover distribution. The definition of Eligible Retirement Plan shall also apply in the cases of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).
If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a Designated Roth Account, an Eligible Retirement Plan with respect to such portion shall include only another Designated Roth Account of the individual from whose Account the payments and distributions were made, or a Roth IRA of such individual.
3. Distributee . A Distributee includes a Participant, Employee or former Employee. In addition, the Participant’s, Employee’s or former Employee’s surviving spouse and the Participant’s, Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse.
4. Direct Rollover . A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.
C. Automatic Rollovers . In the event of a mandatory distribution from the Plan greater than One Thousand Dollars ($1,000) in accordance with the provisions of the Plan, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly in accordance with the
 
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Plan, then the Committee will pay the distribution in a Direct Rollover to an individual retirement account designated by the Committee. For purposes of determining whether a mandatory distribution is greater than One Thousand Dollars ($1,000), the portion of the Participant’s distribution attributable to any rollover contribution is included.
D. Rollovers From Other Plans . The Plan will accept rollovers from other plans as follows:
1. Direct Rollovers . The Plan will accept a direct rollover of an Eligible Rollover Distribution from:
 
 	(a)	Qualified plan described in Code Section 401(a) or 403(a), including after-tax employee contributions.	
 
 	(b)	An annuity contract described in Code Section 403(b), excluding after-tax employee contributions.	
 
 	(c)	An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.	
2. Participant Rollover Contributions from Other Plans . The Plan will accept a Participant contribution of an Eligible Rollover Distribution from:
 
 	(a)	A qualified plan described in Code Section 401(a) or 403(a).	
 
 	(b)	An annuity contract described in Code Section 403(b).	
 
 	(c)	An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.	
3. Participant Rollover Contributions from IRAs . The Plan will accept a Participant rollover contribution of the portion of a distribution from a traditional individual retirement account or annuity described in Code Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income.
4. Rollover of Roth Elective Deferrals or Contributions . The Plan will accept any rollover contributions to a Roth Elective Deferral Account under the Plan or other permissible rollover transfers, contributions or payments of Roth 401(k) deferrals or contributions from any other qualified plan, annuity contract, or other plan, account, or arrangement, subject to rules and applicable regulations as determined by the Committee and consistent with the Code and the Plan.
5. Rollover of Nontaxable Distributions
The portion of a distribution of a Participant’s Account that is not includible in gross income for federal income tax purposes may be transferred in a direct trustee-to-trustee transfer to a qualified trust or to an annuity contract described in Code Section 403(b) that provides for
 
33

separate accounting for amounts so transferred (and earnings thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible, or to an eligible retirement plan, as provided in Code Section 402(c)(2)(A).
6. Trust to Trust Transfers From Plans of Other Employers
The Company may, from time to time, direct the Trustee to receive, accept transfers of, and hold as a part of the Trust, deposits or transfers of the funds, deposits, property, assets, and/or accounts of Participants from a trust which is part of any qualified defined contribution plan of another employer. Any such deposit or transfer shall be subject to prior written approval of the Company, and may be pursuant to a modification, continuation, termination, partial termination, consolidation or merger with, or replacement of any such other plan which may be adopted by the Company, or pursuant to any other arrangement mutually determined and agreed upon by the Company and such other employer. If an employee of the Company whose account is so transferred is otherwise eligible and not already participating in the Plan, he/she shall become a Participant at the time of such transfer and deposit. Any funds or property from the account of a Participant under the plan of another employer which are so transferred and accepted by the Trustee shall be received and deposited in full to an account or accounts of that Participant under this Plan, and shall thereupon become a part of the Trust held for the account of that Participant in accordance with all the terms and provisions of the Plan. The Committee shall determine and prescribe reasonable and appropriate procedures, certifications, and other requirements to be accomplished and performed by the Company, the Trustee, the Participant, the plan administrator and trustee of such other employer plan, in order to assure an effective and satisfactory transfer of trust funds, and any such transfer shall be conditioned upon compliance with all such requirements.
Notwithstanding any of the foregoing, the Company shall have no obligation to make any matching or other additional contributions to the Plan to or for the benefit of any Participant by reason of any such transfer or deposit to the Trust under this Paragraph 5.
7. Separately Accounted For Rollovers From Other Plans
Notwithstanding the foregoing or any other provision of the Plan, the Plan may separately account for amounts attributable to rollover contributions by Participants to the Plan. If such separate accounting is prescribed and made pursuant to direction of the Committee, the amounts attributable to such rollover contributions shall be subject to the general rules otherwise applicable to distributions under the Plan, unless and until there is an amendment of the Plan to expressly provide that such amounts may be distributed at any time pursuant to the Participant’s request. Provided, that any distributions of amounts attributable to a rollover contribution from another plan is subject to the survivor annuity requirements of Code Sections 401(a)(11) and 417, and the minimum distribution requirements of Code Section 401(a)(9) and additional income tax under Section 72(t) to the extent otherwise applicable to the Plan and Participants.
 
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8. Rollover to IRA for Non-Spouse Beneficiary
A direct trustee-to-trustee transfer may be made of any portion of a distribution of the Plan Account of a deceased Participant or Employee to an individual retirement account established for the purpose of receiving the distribution on behalf of an individual who is a designated beneficiary of the Participant or Employee and who is not the surviving spouse of the Participant or Employee pursuant to Code Section 402(c)(11) and Article XIII, paragraph 5 of the Plan.
9. Transfer to Foreign Trust Disallowed
Notwithstanding anything to the contrary expressed or implied in the Plan, transfers of amounts from the Plan to a foreign trust that is not a qualified plan or that would be considered a distribution of the amount transferred for federal income tax purposes under applicable regulations and guidance of the Internal Revenue Service, shall not be made.
10. Automatic Rollover by Participants or Inactive Participants
In furtherance of the foregoing and as otherwise allowed by the Plan and directed and authorized by the Committee, the Plan may include and be administered to provide one or more automatic rollover features and procedures, to include such a feature or procedure under which inactive Participants or former Employees may rollover cash or investment options in kind to an individual retirement account by means of an electronic medium or similar program maintained and administered by the Trustee of the Plan, or an affiliate thereof.
 
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ARTICLE VI.
SUSPENSION OF SALARY REDUCTIONS, DEPOSITS
PARAGRAPH
1. Suspension of Reduction in Compensation or After-Tax Deposits by Participant for Deficiency in Compensation
A Participant may, at any time elect in writing, in the manner prescribed by the Committee, to suspend his/her elected Reduction in Compensation or After-Tax Deposits in any regular pay period in which either would normally be deducted pursuant to his/her prior election. In any pay period in which a Reduction in Compensation or After-Tax Participant Deposit would normally be deducted from such a Participant’s pay, such Reduction in Compensation or After-Tax Participant Deposit will be automatically suspended without notice if his/her net pay for such pay period is insufficient to permit the deduction to be made in full.
2. Reinstatement of Voluntarily Suspended Reduction in Compensation or After-Tax Deposits
A Participant may at any time elect in writing to reinstate his/her Reduction in Compensation or After-Tax Participant Deposit to the Plan which he/she previously voluntarily suspended. Such election to reinstate a previously suspended Reduction in Compensation or After-Tax Participant Deposit shall be made in the manner prescribed by the Committee and shall be effective on the first day of the calendar quarter next following the end of the calendar month in which the Participant’s written election for such reinstatement is received by the Company.
 
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ARTICLE VII.
COMPANY MATCHING CONTRIBUTIONS
PARAGRAPH
1. Company Matching Contributions
The Company shall make Matching Contributions for Participants in the Plan as provided for in this Article VII, below.
Upon and after a Non-Bargaining Unit Participant’s commencement of participation in the Plan, subject to the limitations specified herein and in Article VIII, the Company shall regularly contribute, out of its net earnings and earned surplus as reflected by its books of account, and shall pay to the Trustee at least monthly, amounts of Matching Contributions equal to the Company’s 401(k) Contributions for that Non-Bargaining Unit Participant, or that Non-Bargaining Unit Participant’s After-Tax Deposits for that month, as provided for herein below.
After a Bargaining Unit Participant has completed one (1) Year of Service as an Employee of the Company, subject to the limitations specified herein and in Article VIII, the Company shall regularly contribute, out of its net earnings and earned surplus as reflected by its books of account, and shall pay to the Trustee at least monthly, amounts of Matching Contributions equal to the Company’s 401(k) Contributions for that Bargaining Unit Participant, or that Bargaining Unit Participant’s After-Tax Deposits for that month, as the case may be, as provided for herein below.
A. Non-Bargaining Unit Participants
1. The Company shall make a Matching Contribution for each Non-Bargaining Unit Participant which shall be equal to the Company’s 401(k) Contribution for such Participant based upon such Participant’s elected Reduction in Compensation and deferral for that month, subject to the limitation stated in clause (3) of this subparagraph 1.A., below; provided, that the Company shall not make any Matching Contribution for such a Non-Bargaining Unit Participant with respect to that part of the Company’s 401(k) Contribution that is either an ESOP Dividend Distribution/Additional Deferral Contribution or a Catch-Up Contribution made for such Participant.
2. After making the Matching Contribution provided for in subparagraph A. of this paragraph 1., above, the Company shall make a Matching Contribution for each Non-Bargaining Unit Participant which shall be equal to such Participant’s After-Tax Deposits for that month, subject to the limitation stated in clause (3) of this subparagraph 1.A., below.
3. The aggregate Matching Contributions of the Company under clauses (1) and (2) of this subparagraph 1.A. for a Non-Bargaining Unit Participant hereunder shall not exceed six percent (6%) of the Non-Bargaining Unit Participant’s Compensation.
 
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4. A full Matching Contribution shall be made for a Participant whose 401(k) Contributions equal the deferral limitation under Code Section 402(g) prior to the Plan limit on Matching Contributions being reached for the Plan Year. If the Company’s 401(k) Contributions based upon a Participant’s elected Reduction in Compensation equal the Code Section 402(g) limitation at any time during a Plan Year, and when such limitation is reached no further Company 401(k) Contributions or After-Tax Deposits are made for or by such Participant for that Plan Year, and the amount of Matching Contributions made for the Plan Year is then less than the Maximum Matching Contribution Amount, the Company shall thereafter make one or more monthly Matching Contributions for the Participant in that Plan Year until the total Matching Contributions made for the Participant for that Plan Year equal such Maximum Matching Contribution Amount. For purposes of this subparagraph A.4, the term “Maximum Matching Contribution Amount” shall mean the lesser of (i) the total amount of the Company’s 401(k) Contributions for the Participant and the Participant’s After-Tax Contributions for that Plan Year, or (ii) six percent (6%) of the total of the Participant’s monthly compensation for all months in that Plan Year.
B. Bargaining Unit Participants .
1. For each payroll period the Company shall make a Matching Contribution for each Bargaining Unit Participant equal to one hundred percent (100%) of the percentage of any Company 401(k) Contribution and of any After-Tax Deposit for the Payroll Period times such Bargaining Unit Participant’s Annual Compensation; provided, that the Company’s Matching Contribution for a Payroll Period shall apply only to the first six percent (6%) of the amount of any Bargaining Unit Participant’s Annual Compensation paid for the Payroll Period, and any Matching Contribution shall only be made with respect to any Bargaining Unit Participant’s Annual Compensation for Payroll Periods beginning after the first day of the calendar month coincident with or next following completion of one (1) year of service by such Bargaining Unit Participant. Notwithstanding any other provision of the Plan, the Company shall not make any Matching Contribution for such a Bargaining Unit Participant with respect to that part of the Company’s 401(k) Contribution that is a Catch-Up Contribution made for such Participant.
2. The Company’s maximum Matching Contribution shall in all cases be allocated and contributed first to match the Company’s 401(k) Contribution for the Participant’s Reduction in Compensation for that month, and shall then be allocated and contributed to match a Participant’s After-Tax Deposit only to the extent such Participant’s Reduction in Compensation for that month is less than the Company’s maximum Matching Contribution for that month.
C. Application of Limitations
If necessary to meet the limitations of paragraphs 2., 3., 4., or 7. of Article VIII, the Company’s Matching Contributions for a Participant shall be reduced in the manner determined by the Committee. Such reductions shall be made in a uniform and nondiscriminatory manner, determined by the Committee in its sole discretion, which are needed to comply with such limitations.
 
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2. Participant’s Matching Contribution Account
The Company’s Matching Contribution shall be credited to each participating Participant’s Employer Contribution Account.
3. Re-entry of Participant
If a former Participant whose employment has terminated shall be rehired as an Employee, he/she shall be entitled to have all his/her prior service counted for purposes of the one (1)-year service requirement for entitlement to Company Matching Contributions.
4. USERRA
The Company matching contributions provided for under the Plan shall be provided in accordance with the special rules relating to veterans rights under USERRA in Code Section 414(u).
 
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ARTICLE VIII.
LIMITATIONS ON CONTRIBUTIONS AND ANNUAL ADDITIONS
PARAGRAPH
1. General
Company contributions, After-Tax Deposits, and other contributions under the Plan shall be limited as provided in this Article VIII.
2. Limitation on Elective Deferrals; Catch-Up Contributions
No Participant shall be permitted to have Elective Deferrals made under this Plan, or any other plan, contract or arrangement maintained by the Company, during any calendar year, in excess of the dollar limitation contained in Code Section 402(g) in effect for the Participant’s taxable year beginning in such calendar year. In the case of a Participant aged fifty (50) or over by the end of the taxable year, the dollar limitation described in the preceding sentence includes the amount of Elective Deferrals that can be Catch-Up Contributions. The dollar limitation contained in Code Section 402(g) is $17,500 for taxable years beginning in 2014. Such limit will be adjusted by the Secretary of the Treasury for the cost-of-living increases under Code Section 402(g)(4). Any adjustments will be in multiples of $500.
For purposes of the foregoing and the Plan “Catch-Up Contributions” are Elective Deferrals made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are aged fifty (50) or over by the end of their taxable years. An otherwise applicable limit is a limit in the Plan that applies to Elective Deferrals without regard to Catch-Up Contributions, such as limits on annual additions, the dollar limit on Elective Deferrals under Code Section 402(g) (not counting Catch-Up Contributions) and the limit imposed on the actual deferral percentage (ADP) test under Code Section 401(k)(3). Catch-Up Contributions for a Participant for a taxable year may not exceed (1) the dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year or (2) when added to other Elective Deferrals, 75 percent of the Participant’s Compensation for the taxable year. The dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) is $5,500 for taxable years beginning in 2014, which will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500. Catch-Up Contributions are not subject to the limits on annual additions, are not counted in the ADP test and are not counted in determining the minimum allocation under Code Section 416 (but Catch-Up Contributions made in prior years are counted in determining whether the Plan is top-heavy).
3. Actual Deferral Percentage Limitations
The Actual Deferral Percentage for the Highly Compensated Employees for the Plan Year shall not exceed the greater of A. or B. as follows:
 
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A. The Actual Deferral Percentage for the preceding Plan Year for all those Employees eligible to be Participants in this Plan who are not Highly Compensated Employees, multiplied by 1.25, or
B. The Actual Deferral Percentage for the preceding Plan Year for those Employees eligible to be Participants in this Plan who are not Highly Compensated Employees multiplied by two (2); provided, however, that under this subparagraph 3.B. limitation the Actual Deferral Percentage for the Highly Compensated Employees may not exceed the Actual Deferral Percentage for the preceding Plan Year for the Employees eligible to be Participants in this Plan who are not Highly Compensated Employees by more than two (2) percentage points.
This limitation shall be applied and used in testing under the prior or preceding year method under Code Section 401(k)(3). Provided, the Company may amend the Plan to provide that it elects to apply the limitations of subparagraphs A. and B. of this paragraph by using the Actual Deferral Percentage of eligible Participants who are not Highly Compensated Employees for the current Plan Year rather than the preceding Plan Year in accordance with applicable Regulations, except that if such election is made, it may not be changed except as provided by the Internal Revenue Service under Code Section 401(k)(3).
If any Highly Compensated Employee is a participant in two (2) or more cash or deferred arrangements of the Company, for purposes of determining the Actual Deferral Percentage with respect to such Participant, all such cash or deferred arrangements shall be treated as one (1) cash or deferred arrangement, for purposes of this paragraph and the Plan, in accordance with Code Section 401(k)(3) and Treasury Regulations §1.401(k)-1(g).
If two (2) or more plans which include cash or deferred arrangements are considered as one (1) plan for purposes of Code Section 401(a)(4) or 410(b), the cash or deferred arrangements included in such plans shall be treated as one (1) arrangement for purposes of this paragraph and the Plan, in accordance with Code Section 401(k)(3) and Treasury Regulations §§1.401(k)-1(b)(3) and 1.401(k)-1(g).
4. Limitations on Company Matching Contributions
The Matching Contribution Percentage for eligible Highly Compensated Employees for any Plan Year shall not exceed the greater of (i) one hundred twenty-five percent (125%) of such percentage for all other eligible Employees, for the preceding Plan Year, or (ii) the lesser of two hundred percent (200%) of such Matching Contribution Percentage for all other eligible Employees for the preceding Plan Year, or such Matching Contribution Percentage for all other eligible Employees for the preceding Plan Year, plus two (2) percentage points.
This limitation shall be applied and used in testing under the prior or preceding year method under Code Section 401(m)(2). Provided, the Company may amend the Plan to provide that elects to apply the limitations of this paragraph by using the current Plan Year rather than the preceding Plan Year, in accordance with applicable Regulations, except that if such election is made, it may not be changed except as provided by the Internal Revenue Service under Code Section 401(m)(2).
 
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If two (2) or more plans of the Company to which matching contributions, employee contributions, or elective deferrals are made are treated as one (1) plan for purposes of Code Section 410(b), such plans shall be treated as one (1) plan for purposes of this paragraph and the Plan, for purposes of this paragraph and the Plan, in accordance with Code Section 401(m)(2)(B) and Treasury Regulations §1.401(m)-1(f).
If a Highly Compensated Employee participates in two (2) or more plans of the Company to which contributions to which Code Section 401(m) applies are made, all such contributions shall be aggregated for purposes of this paragraph and the Plan, in accordance with Code Section 401(m)(2)(B) and Treasury Regulations §§1.401(m)-1(b)(3) and 1.401(m)-1(f).
5. Separate Application of Limitations
If this Plan is maintained by separate employers as a multiple employer plan, the Actual Deferral Percentage limitations in paragraph 3. above, and the Matching Contribution Percentage limitations in paragraph 4. above, shall be applied as if each separate employer maintaining this Plan as a multiple employer plan maintained a separate plan
6. Limitation on Allocations, Annual Additions
Pursuant to this paragraph 7, contributions and other additions to the Plan with respect to any Participant for any taxable year shall not exceed the limitation provided in Code Section 415(c)(3), expressed as an Annual Addition to the Participant’s account, which limitation is the greater of (i) $52,000 (adjusted for increases in the cost-of-living pursuant to Code Section 415(d)), or (ii) 100% of the Participant’s Compensation, as described and provided herein below.
A. Limitation for Participant that Participates in No Other Plan .
 
 	1.	(a) If the Participant does not participate in, and has never participated in another qualified plan maintained by the Company or a welfare benefit fund, as defined in §419(e) of the Code maintained by the Company, or an individual medical account, as defined in §415(l)(2) of the Code, maintained by the Company, or a simplified employee pension, as defined in §408(k) of the Code, maintained by the Company, which provides an Annual Addition as defined in paragraph 7.C.1., below, the amount of Annual Additions which may be credited to the Participant’s account for any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in the Plan.	
(b) If the Company contribution that would otherwise be contributed or allocated to the Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or allocated will be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount.
2. Prior to determining the Participant’s actual Compensation for the Limitation Year, the Company may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of the Participant’s Compensation for the Limitation Year, uniformly determined for all Participants similarly situated.
 
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3. As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual Compensation for the Limitation Year.
4. If there is an Excess Amount of a Participant’s Annual Additions for a Limitation Year it shall be corrected and adjusted in the manner allowed and authorized under Code Section 401(a) and applicable regulations and guidance published by the Internal Revenue Service, including the Employee Plans Compliance Resolution System (EPCRS).
B. Limitation for Participant that Participates in Other Plan .
 
 	1.	(a) This paragraph 7.B. applies if, in addition to this Plan, the Participant is covered under another qualified defined contribution plan maintained by the Company, a welfare benefit fund maintained by the Company, an individual medical account maintained by the Company, or a simplified employee pension maintained by the Company, that provides an Annual Addition as defined in paragraph 7.C.1., during any Limitation Year.	
 
 	(b)	The Annual Additions which may be credited to a Participant’s Account under this Plan for any such Limitation Year will not exceed the Maximum Permissible Amount reduced by the Annual Additions credited to a Participant’s account under the other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions for the same Limitation Year.	
 
 	(c)	If the Annual Additions with respect to the Participant under other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions maintained by the Company are less than the Maximum Permissible Amount and the Company contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount.	
 
 	(d)	If the Annual Additions with respect to the Participant under such other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions in the aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant’s Account under the Plan for the Limitation Year.	
 
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2. Prior to determining the Participant’s actual Compensation for the Limitation Year, the Company may determine the Maximum Permissible Amount for a Participant in the manner described in paragraph 7.A.2., above.
3. As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual Compensation for the Limitation Year.
4. If, pursuant to paragraph 7.B.3., above, or as a result of the allocation of forfeitures, a Participant’s Annual Additions under the Plan and such other plans would result in an Excess Amount for a Limitation Year, the Excess Amount will be deemed to consist of the Annual Additions last allocated, except that Annual Additions attributable to a simplified employee pension will be deemed to have been allocated first, followed by Annual Additions to a welfare benefit fund or individual medical account, regardless of the actual allocation date.
5. If an Excess Amount was allocated to a Participant on an allocation date of the Plan which coincides with an allocation date of another plan, the Excess Amount attributed to the Plan will be the product of,
 
 	(a)	the total Excess Amount allocated as of such date, times	
 
 	(b)	the ratio of (i) the Annual Additions allocated to the Participant for the Limitation Year as of such date under the Plan to (ii) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan and all the other qualified defined contribution plans.	
6. Any Excess Amount attributed to this Plan will be disposed in the manner described in paragraph 7.A.4.
C. Definitions . The following definitions shall apply for purposes of this paragraph 7, and is applicable under the Plan.
1. Annual Additions : The sum of the following amounts credited to a Participant’s Account for the limitation year:
 
 	(a)	Company contributions;	
 
 	(b)	Employee contributions;	
 
 	(c)	Forfeitures;	
 
 	(d)	Amounts allocated to an individual medical account, as defined in Code Section 415(l)(2), which is part of a pension or annuity plan maintained by the Company are treated as Annual Additions to a defined contribution plan. Also amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e), maintained by the Company are treated as Annual Additions to a defined contribution plan; and	
 
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 	(e)	Allocations under a simplified employee pension.	
For this purpose, any Excess Amount applied under paragraphs 7.A.4. and 7.B. in the Limitation Year to reduce Company contributions will be considered Annual Additions for such Limitation Year.
2. Compensation : Compensation is defined as wages, salaries, and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Company or employer maintaining the Plan to the extent that the amounts are includable in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable Plan (as described in Treasury Regulations §1.62-2(c) ), and excluding the following:
 
 	(a)	Employer contributions to a plan of deferred compensation which are not includible in the Employee’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan, or any distributions from a plan of deferred compensation;	
 
 	(b)	Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;	
 
 	(c)	Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and	
 
 	(d)	Other amounts which received special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee).	
In general, for purposes of applying the limitations of this paragraph 7., Compensation for a Limitation Year is the Compensation actually paid or made available in gross income during such Limitation Year.
Notwithstanding the preceding sentence, Compensation for a Participant in a defined contribution plan who is permanently and totally disabled (as defined in Code Section 22(e)(3)) is the Compensation such Participant would have received for the Limitation Year if the Participant had been paid at the rate of Compensation paid immediately before becoming permanently and totally disabled.
 
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Any compensation shall be considered for purposes of this paragraph for a Limitation Year notwithstanding that is paid after the Participant’s severance from employment with the Company, provided the compensation is paid by the later of 2 1/2 months after severance from employment with the Company or the end of the Limitation Year that includes the date of severance from employment with the Company.
3. Defined Contribution Dollar Limitation : $52,000, as adjusted under Code Section 415(d).
4. Company : For purposes of this paragraph, Company shall mean the Company and subsidiaries that adopt the Plan, and all members of a controlled group of corporations (as defined in Code Section 414(b), as modified by Code Section 415(h)), all commonly controlled trades or businesses (as defined in Code Section 414(c), as modified by Code Section 415(h)) or affiliated service groups (as defined in Code Section 414(m)) of which the adopting entity is a part, and any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o).
5. Excess Amount : The excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.
6. Limitation Year : A calendar year. All qualified plans maintained by the Company must use the same Limitation Year. If the Limitation Year is amended to a different 12-consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.
7. Maximum Permissible Amount .
For limitation years beginning on or after January 1, 2014, except for catch up contributions described in Code Section 414(v), the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year shall not exceed the lesser of:
 
 	(a)	The Defined Contribution Dollar Limitation .	
 
 	(b)	100 percent of the Participant’s Compensation for the Limitation Year.	
The compensation limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or Code Section 419A(f)(2)), which is otherwise treated as an Annual Addition.
If a short limitation year is created because of an amendment changing the Limitation Year to a different 12-consecutive month period, the Maximum Permissible amount will not exceed the defined contribution dollar limitation multiplied by the following fraction:
 
46

Number of months in the short limitation year
12
7. No Return or Diversion of Contributions Except for Mistake
Except as provided in paragraphs 9. and 10. of this Article VIII below, the Trustee shall hold the Company’s contributions in the respective Participants’ Accounts, subject to the provisions of the Plan; and no part of those contributions shall be recoverable by the Company, nor shall they be used for, or diverted to any other purpose, except for return thereof to the Company in the case and to the extent of its contributions having been made by reason of a mistake of fact, in which case the return to the Company of the amount involved shall be made within one (1) year of the mistaken contribution; and if a contribution to the Plan conditioned upon the deductibility of the contribution under Code Section 404, as provided in paragraph 14. of this Article VIII, then such contribution may be returned to the Company (to the extent disallowed) within one (1) year after the disallowance of the deduction; provided, that any contribution for a Participant which exceeds the limitations provided in paragraphs 2. and 3. of this Article VIII shall be distributed to the Participant as directed by the Committee within a reasonable period of time consistent with requirements for distributing excess deferrals under the Code and regulations thereunder.
8. Distribution of Excess Deferrals
If any Excess Deferrals are included in the gross income of a Participant for any taxable year under Code Section 402(g)(1), (or corresponding section of any future federal tax code), then not later than March 1 following the close of the taxable year, such Participant may allocate the amount of such Excess Deferrals among the plans under which the Excess Deferrals were made and may notify the Committee of the portion allocated to the Plan; and not later than April 1 following the close of the taxable year, the Plan may distribute to such Participant the amount allocated to the Plan (and any income allocable to such amount). Such distribution of the Excess Deferrals of a Participant may be made notwithstanding any other provision of the Plan, the Code, or ERISA; provided, that except to the extent provided in applicable Treasury Regulations, notwithstanding the distribution of such portion of Excess Deferrals from the Plan, such portion shall be treated as a contribution of the Company for purposes of applying the limitations in paragraphs 3. and 4. of this Article VIII and Code Section 401(k). If the Plan distributes only a portion of any Excess Deferrals allocated to the Plan and income allocable thereto, such portion shall be treated as having been distributed ratably from the Excess Deferral allocable to the Plan and the income.
9. Excess 401(k) Contributions
In the event there are Excess Contributions under the limitations of Code Section 401(k) for any Plan Year actually paid over to the Trust on behalf of Highly Compensated Employees, then the Committee may, in its sole discretion, direct the Trustee to distribute the amount of such Excess Contributions for such Plan Year (and any income allocable to such Excess Contributions). Notwithstanding any other provision of this Plan, Excess Contributions plus any income and minus any loss allocable thereto, shall be distributed no later than the last day of each Plan Year to Participants to whose accounts such Excess Contributions were allocated for the preceding
 
47

Plan Year; provided, that such distribution shall be made as promptly as practicable, so as to avoid the effect of Code provisions stating that if such excess amounts are distributed more than 2  1 ⁄ 2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the employer maintaining the Plan with respect to such amounts. Excess Contributions shall be allocated to the Highly Compensated Employees with the largest amounts of Company contributions taken into account in calculating the Actual Deferral Percentage test for the Plan Year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Company contributions and continuing in descending order until all the Excess Contributions have been allocated. For purposes of the preceding sentence the “largest amount” is determined after distribution of Excess Contributions. If such excess amounts are distributed more than two and one-half (2  1 ⁄ 2 ) months after the last day of the Plan Year in which such excess amounts arose, a 10-percent excise tax will be imposed on the Company with respect to such amounts.
Excess Contributions (including the amounts recharacterized) shall be treated as annual additions under the Plan.
Excess Contributions shall be adjusted for any income or loss up to the end of the Plan Year. Unless otherwise determined by the Committee, the income or loss allocable to Excess Contributions is the income or loss allocable to the Participant’s Elective Deferral account (and, if applicable, the Qualified Non-elective Contribution account or the Qualified Matching Contributions account or both) for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Contributions for the year and the denominator is the Participant’s account balance attributable to Elective Deferrals (and Qualified Non-Elective Contributions or Qualified Matching Contributions, or both, if any of such contributions are included in the Actual Deferral Percentage test) without regard to any income or loss occurring during such Plan Year.
Excess Contributions shall be distributed from the Participant’s Elective Deferral account and Qualified Matching Contribution account (if applicable) in proportion to the Participant’s Elective Deferrals and Qualified Matching Contributions (to the extent used in the Actual Deferral Percentage test) for the Plan Year. Excess Contributions shall be distributed from the Participant’s Qualified Non-elective Contribution account only to the extent that such Excess Contributions exceed the balance in the Participant’s Elective Deferral account and Qualified Matching Contribution account.
The Committee may, in its sole discretion, permit a Participant to treat his or her Excess Contributions as an amount distributed to the Participant and then contributed by the Participant to the Plan. Such recharacterized amounts will remain nonforfeitable and subject to the same distribution requirements as Elective Deferrals under the Plan. Amounts may not be recharacterized by a Highly Compensated Employee to the extent that such amount in combination with other Participant contributions made by the Participant would exceed any stated limit under the Plan on Participant contributions. Any such recharacterization must occur no later than two and one-half (2  1 ⁄ 2 ) months after the last day of the Plan Year in which such Excess Contributions arose and is deemed to occur no earlier than the date the last Highly Compensated Employee is informed in writing of the amount recharacterized and the consequences thereof. Recharacterized amounts will be taxable to the Participant for the Participant’s tax year in which the Participant would have received them in cash.
 
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If and to the extent Excess Contributions (and income allocable thereto) are distributed, such Excess Contributions and allocable income shall be designated by the Company as a distribution of Excess Contributions (and income) and shall be distributed to the appropriate Highly Compensated Employees after the close of the Plan Year in which the Excess Contributions arose and within twelve (12) months after the close of that Plan Year. In all cases, for purposes of the foregoing, the income allocable to Excess Contributions shall equal the sum of the allocable gain or loss for the Plan Year. In addition to the provisions stated above, the Committee may determine and use any reasonable method for computing the income allocable to Excess Contributions, which method shall be nondiscriminatory, be used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and be used by the Plan for allocating income to Participants’ accounts.
The amount of Excess Contributions to be distributed or to be recharacterized under the foregoing provisions of this Article VIII with respect to a Participant shall be reduced by any Excess Contributions previously distributed to the Participant for the Participant’s taxable year ending with or within the Plan Year in accordance with Code Section 402(g)(2), (or corresponding section of any future federal tax code), and the amount of Excess Contributions that may be distributed with respect to a Participant for a taxable year shall be reduced by any Excess Contributions previously distributed or recharacterized with respect to the Participant for the Plan Year beginning with or within the taxable year, in the manner necessary to satisfy the applicable provisions of the Treasury Regulations under Code Section 401(k).
10. Excess Aggregate Contributions
In the event the aggregate amount of Matching Contributions and employee contributions (and any qualified nonelective contribution or elective contribution taken into account in computing the contribution percentage) actually made on behalf of Highly Compensated Employees for any Plan Year is an amount in excess of the maximum amount of such contributions permitted under the limitations on matching contributions stated in paragraph 4. of this Article VIII (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their contribution percentages beginning with the highest of such percentages), then the Committee may, in its sole discretion, direct the Trustee to distribute the amount of such excess of such contributions for such Plan Year (and any income allocable to such contributions), but the distribution of such excess contributions (and income) shall be made within two and one-half (2  1 ⁄ 2 ) months after the close of such Plan Year. Any distribution of such Excess Aggregate Contributions for any Plan Year shall be made to Highly Compensated Employees on the basis of the amount of contributions on behalf of, or by, each such Highly Compensated Employee.
The determination of the amount of such excess aggregate contributions with respect to the Plan shall be made after (i) first determining the excess deferrals (within the meaning of Code Section 402(g) (or corresponding section of any future federal tax code)), and (ii) then determining the excess 401(k) Contributions under paragraph 3. of this Article VIII.
 
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Notwithstanding any other provision of this Plan, Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, shall be distributed no later than the last day of each Plan Year to Participants to whose accounts such Excess Aggregate Contributions were allocated for the preceding Plan Year; provided, that such distribution shall be made as promptly as practicable, so as to avoid the effect of Code provisions stating that if such Excess Aggregate Contributions are distributed more than 2  1 ⁄ 2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the employer maintaining the Plan with respect to those amounts.
Excess Aggregate Contributions shall be treated as annual additions under the Plan.
Excess Aggregate Contributions shall be adjusted for any income or loss up to the end of the Plan Year. Unless otherwise determined by the Committee, the income or loss allocable to Excess Aggregate Contributions is the income or loss allocable to the Participant’s Employee Contribution account, Matching Contribution account, Qualified Matching Contribution account (if any, and if all amounts therein are not used in the Actual Deferral Percentage test) and, if applicable, Qualified Non-elective Contribution account and Elective Deferral account for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Aggregate Contributions for the year and the denominator is the Participant’s account balance(s) attributable to Contribution Percentage Amounts without regard to any income or loss occurring during such Plan Year.
Excess Aggregate Contributions shall be distributed on a pro-rata basis from the Participant’s Employee Contribution account, Matching Contribution account, and Qualified Matching Contribution account (and, if applicable, the Participant’s Qualified Non-elective Contribution account or Elective Deferral account, or both).
The method of distributing Excess Aggregate Contributions shall in all cases satisfy the requirements of Code Section 401(a)(4), and after any correction by means of such distributions, each level of matching contributions must be currently and effectively available to a group of Employees that satisfies Code Section 410(b), and in correcting Excess Aggregate Contributions by means of distributions, Participant contributions may not be distributed to Highly Compensated Employees to the extent needed to meet the requirements of Code Section 401(m)(2) while Matching Contributions attributable to Participant Contributions remain allocated to Highly Compensated Employees’ accounts; provided, that a method of distributing Excess Aggregate Contributions may include the distribution of unmatched Participant contributions that exceed the highest rate at which Participant contributions are matched before matched Participant contributions, or the distribution of Matching Contributions prior to Participant contributions.
The distribution of Excess Aggregate Contributions under this paragraph shall include all income applicable thereto. The income allocable to Excess Aggregate Contributions is equal to the sum of the allocable gain or loss for the Plan Year. In addition, to the provisions stated above, the Committee may determine and use any reasonable method for computing the income allocable to Excess Aggregate Contributions, which method shall be nondiscriminatory, be used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and be used by the Plan for allocating income to Participants’ accounts.
 
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11. Qualified Nonelective and Matching Contributions
The Company may, in its sole discretion, elect to make Qualified Nonelective Contributions and Qualified Matching Contributions that are to be treated as 401(k) Contributions in order to satisfy the Actual Deferral Percentage tests prescribed in paragraph 3. of this Article VIII, and treated as Company Matching Contributions, to satisfy the nondiscrimination tests prescribed in paragraph 4. of this Article VIII provided that such Qualified Nonelective Contributions or Qualified Matching Contributions shall be treated as 401(k) Contributions or Company Matching Contributions if they satisfy the requirements for such treatment prescribed by the applicable Treasury Regulations. The term “Qualified Nonelective Contributions” means Company contributions to the Plan other than 401(k) Contributions and Company Matching Contributions that satisfy the requirements of the nondiscrimination requirements of the Plan provided in paragraph 3. of this Article VIII, and the distribution limitations applicable to 401(k) Contributions under the Plan, Code Section 401(k)(2)(B), and Treasury Regulations Section 1.401(k)-1(d).
The amount of any nonelective contributions to the Plan, including those Qualified Nonelective Contributions treated as elective contributions for purposes of the Actual Deferral Percentage test, must satisfy the requirements of Code Section 401(a)(4) and Treasury Regulations thereunder; the amount of nonelective contributions, excluding those Qualified Nonelective Contributions treated as elective contributions for purposes of the Actual Deferral Percentage Test and those nonelective contributions treated as matching contributions for purposes of the Actual Deferral Percentage Test must satisfy the requirements of Code Section 401(a)(4) and applicable Treasury Regulations thereunder; and the Qualified Nonelective Contributions and Qualified Matching Contributions must satisfy the requirements of Treasury Regulation § 1.401(k)-2(a)(6) for the Plan Year as if such contributions were elective contributions.
The aggregation requirements specified in Treasury Regulations § 1.401(k)-2(a)(6)(iii) shall be satisfied with respect to any taking into account of Qualified Nonelective Contributions and Qualified Matching Contributions for purposes of the Actual Deferral Percentage test.
The Plan shall be administered by the Committee to assure that the amount of nonelective contributions, including those Qualified Nonelective Contributions treated as Matching Contributions for purposes of the Actual Contribution Percentage test, shall satisfy the requirements of Code Section 401(a)(4) and the Treasury Regulations thereunder. The amount of nonelective contributions, excluding those Qualified Nonelective Contributions treated as Matching Contributions for purposes of the Actual Contribution Percentage test and those Qualified Nonelective Contributions treated as elective contributions under Code Section 401(k) for purposes of the Actual Deferral Percentage Test, shall satisfy Code Section 401(a)(4) and the Treasury Regulations thereunder; the elective contributions, including those treated as Matching Contributions for purposes of the Actual Contribution Percentage Test must satisfy the requirements of Code Section 401(k)(3); the Qualified Nonelective Contributions shall be allocated to the Participant under the Plan as of a date within the Plan Year, and the elective contributions shall satisfy Code Section 401(k) and the Treasury Regulations thereunder for the Plan Year; and the aggregation of plans requirements of Treasury Regulations § 1.401(m)-1(b)(4) shall be satisfied.
 
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In administering the Plan with respect to Qualified Nonelective Contributions certain contributions are not taken into account. Qualified Nonelective Contributions cannot be taken into account for a Plan Year for a non-highly compensated employee (hereinafter referred to as “NHCE”) to the extent such contributions exceed the product of that NHCE’s compensation and the greater of five percent (5%) or two (2) times the Plan’s Representative Contribution Rate. Any Qualified Nonelective Contribution taken into account under an actual contribution percentage test under Treas. Reg. §1.401(m)-2(a)(6) (including the determination of the Representative Contribution Rate for purposes of Treas. Reg. §1.401(m)-2(a)(6)(v)(B)), is not permitted to be taken into account. For purposes of this paragraph, the Plan’s “Representative Contribution Rate” means and is the lowest Applicable Contribution Rate of any eligible NHCE among a group of eligible NHCEs that consists of half of all eligible NHCEs for the Plan Year (or, if greater, the lowest Applicable Contribution Rate of any eligible NHCE in the group of all eligible NHCEs for the Plan Year and who is employed by the Company on the last day of the Plan Year); and the “Applicable Contribution Rate” for an eligible NHCE means and is the sum of the qualified matching contributions taken into account for the eligible NHCE for the Plan Year and the Qualified Nonelective Contributions made for the eligible NHCE for the Plan Year, divided by the eligible NHCE’s compensation for the same period.
12. Plan Not Dependent Upon Earnings; Company Contributions Limited to Earnings
This Plan is intended to be a profit-sharing plan within the meaning of Code Sections 401(a)(1) and 401(a) (27) without regard to current or accumulated earnings and profits of the Company; provided, that if at any time the Company’s net earnings and earned surplus as reflected by its books of account are insufficient to permit the making in full therefrom of any contribution otherwise required to be made by the Company hereunder, such contributions shall be required to be made only to the extent, if any, that such net earnings, earned surplus, and accumulated earnings and profits are sufficient, and the deficiency shall not thereafter be made up even though such earnings and profits again become sufficient therefor; provided further, however, that the portion of this Plan which constitutes an employee stock ownership plan is intended to be a stock bonus plan within the meaning of Code Sections 401(a) and 4975(e)(7), and the Treasury regulations thereunder which is established and maintained by the Company to provide benefits similar to those of a profit-sharing plan except that the contributions by the Company are not necessarily dependent upon profits and the benefits are distributable in stock of the Company.
13. Maximum Contribution
In no event, however, shall Company contributions be made in excess of the amount deductible under Code Section 404, or other applicable federal law now or hereafter in effect.
14. Application of Dollar Leveling Method.
The distribution of Excess Contributions for any Plan Year shall be made to Highly Compensated Employees on the basis of the amount of contributions by, or on behalf of each Highly Compensated Employee in accordance with Code Section 401(k)(8)(C). A parallel method shall also be used for recharacterizing Excess Contributions under Code Section 401(k)(8)(A)(ii), and for distributing Excess Aggregate Contributions under Code Section 401(m)(6)(C).
 
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In order to distribute Excess Contributions (and to apply a parallel method to recharacterize Excess Contributions, or distribute Excess Aggregate Contributions, as applicable) the following procedure and method shall be used:
 
 	(1)	Calculate the dollar amount of Excess Contributions for each affected Highly Compensated Employee in a manner described in Code Section 401(k)(8)(B) and Treasury Regulations § 1.401(k)-2(b)(2). However, in applying these rules, rather than distributing the amount necessary to reduce the Actual Deferral Percentage of each affected Highly Compensated Employee in order of such Highly Compensated Employees Actual Deferral Percentages, beginning with the highest Actual Deferral Percentage, the Plan shall use these amounts in step (2.)	
 
 	(2)	Determine the total of the dollar amounts calculated in step (1).	
This total amount in step (2) (total excess contributions) should be distributed in accordance with steps (3) and (4), below:
 
 	(3)	The elective contributions of the Highly Compensated Employee with the highest dollar amount of elective contributions are reduced by the amount required to cause that Highly Compensated Employee’s elective contributions to equal the dollar amount of the elective contributions of the Highly Compensated Employee with the next highest dollar amount of elective contributions. This amount is then distributed to the Highly Compensated Employee with the highest dollar amount. However, if a lesser reduction, when added to the total dollar amount already distributed under this step, would equal the total excess contributions, the lesser reduction amount is distributed.	
 
 	(4)	If the total amount distributed is less than the total excess contributions, step (3) is repeated.	
15. Income Allocable to Excess Contributions
The income allocable to Excess Contributions is equal to the allocable gain or loss through the end of the Plan Year.
 
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ARTICLE IX.
INVESTMENT PROVISIONS
PARAGRAPH
1. Participant Directed Investment
A. General . The amounts allocated to Participant Accounts and Plan assets shall be invested by the Trustee in accordance with this Article IX. The Plan investment options made available to Participants from time to time shall be established, maintained, modified and changed by action of the Committee, unless otherwise determined or directed by the Company.
B. Plan Investment Policy . The Committee shall be authorized and is directed to adopt, maintain, monitor, and update from time to time a written investment policy statement for the Plan. The investment policy statement for the Plan shall provide a written policy to govern the providing of a program under the Plan that includes investment options for directed investment of Participant Accounts by Participants. The investment policy statement for the Plan shall be periodically reviewed by the Committee and modified as the Committee determines to be in accordance with the purposes and provisions of the Plan and other circumstances the Committee considers relevant.
C. Direction of Investment; Investment Options . A Participant shall have the right and opportunity, by delivery of his/her direction to the Committee in the manner and form it prescribes, in turn direct the Trustee, that any or all cash in his/her account, including his/her deposits, the Company’s contributions, and any other cash, shall be invested under any one or more of certain designated investment options made available under the Plan. The Committee shall in turn furnish or cause the Participant’s investment direction to be delivered to and acted upon by the Trustee within such period of time as the Committee determines to be reasonable and practicable in the circumstances. A Participant’s initial direction of investment shall be in written form or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee. A Participant shall be authorized and have the right and opportunity, after initial direction of investment, to give further directions for changes in the investment of his/her account by written direction, electronic medium, use of a telephone voice response system established by the Committee and Trustee for the Plan or other means determined and prescribed by the Committee. Investment in certain options may be limited to retention and maintenance of prior contributions invested in such options, with no further investment of contributions therein being permitted, as more particularly provided below. The Committee may establish, modify and change the investment options made available to Participants from time to time. A Participant may also change his investment direction and direct sales from time to time to the extent permitted and authorized in subparagraphs 1.D. and F., and paragraph 3., below.
 
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The Plan Administrator intends that the investment options under this Plan shall be identical to those under the ONEOK, Inc. 401(k) Plan as of January 1, 2014, and that all Participant investment directions under the ONEOK, Inc. 401(k) Plan as of December 31, 2013 shall transfer to this Plan. Accordingly, in the absence of any other affirmative investment direction, each Transferred Participant (as defined in Article XXIV) who was a participant in the ONEOK, Inc. 401(k) Plan as of December 31, 2013 shall be deemed to have elected to allocate his or her Plan Account among investment options under this Plan in the same manner as under the ONEOK, Inc. 401(k) Plan and thereby continue to exercise control, over the investment of such Participant’s Plan Account. The Plan Administrator intends that such deemed election shall constitute a qualified change in investment options within the meaning of Section 404(c)(4) of ERISA.
Moreover, in the absence of any other affirmative investment direction, Participants who have directed the investment of their Plan Accounts, in whole or in part, in ONEOK, Inc. common stock as of the Separation (as defined in Article XXIV) shall `be deemed to have elected to direct the same investment in ONE Gas, Inc. common stock after the Separation, and the Plan Administrator intends that such deemed election shall constitute a qualified change in investment options within the meaning of Section 404(c)(4) of ERISA.
D. Qualified Default Investment of Participant Account
1. Notwithstanding the foregoing, if a Participant fails or refuses to direct the investment of all or any part of his/her Participant Account the amount of the Account that is not directed to be invested by the Participant shall be invested in a Qualified Default Investment Alternative that is determined by the Company and the Committee in accordance with paragraph E of this Article IX, below, and otherwise in accordance with the Plan.
2. With respect to the investment of assets in a Participant Account pursuant to this paragraph, the following requirements and conditions shall apply:
 
 	(a)	The assets shall be invested in the Qualified Default Investment Alternative as defined herein.	
 
 	(b)	The Participant or beneficiary on whose behalf the investment is made shall have had an opportunity to direct investment of assets of his/her Participant Account but did not direct the investment of the assets.	
 
 	(c)	The Participant or beneficiary on whose behalf an investment is made in such a Qualified Default Investment Alternative shall be furnished with a notice that satisfies the requirements set forth below.	
 
 	(d)	Any material provided to the Plan relating to a Participant’s or beneficiary’s investment in a Qualified Default Investment Alternative shall be provided to the Participant or beneficiary.	
 
 	(e)	Any Participant or beneficiary on whose behalf assets are invested in a Qualified Default Investment Alternative may, consistent with the terms of the Plan (but not less frequently than once within any three (3) month period) transfer, in whole or in part, such assets to any other investment option or alternative available under the Plan without financial penalty.	
 
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 	(f)	The Plan shall otherwise offer a broad range of investment alternatives within the meaning of 29 CFR 2550.404c-1(b)(3).	
3. For investment of a Participant Account pursuant to this paragraph the Participant shall be provided written notice of the Qualified Default Investment Alternative investment of his/her Participant Account in a manner determined to be understood by the average Plan Participant and that contains a description of the circumstances under which assets of the individual account of a Participant and beneficiary may be invested on behalf of the Participant or beneficiary in a Qualified Default Investment Alternative; a description of the Qualified Default Investment Alternative under the Plan, including a description of the investment objectives, risk and return characteristics, and fees and expenses attendant to the investment alternative; a description of the right of Participants and beneficiaries on whose behalf assets are invested in a Qualified Default Investment Alternative to direct the investment of those assets to any other investment option under the Plan, without financial penalty; and an explanation of where the Participants and beneficiaries can obtain investment information concerning the other investment options under the Plan.
4. For purposes of the foregoing and the Plan, the term “Qualified Default Investment Alternative” shall mean an investment option established and maintained under the Plan that meets the requirements and conditions for treatment as a qualified default investment alternative under 29 CFR §2550.404c-5.
E. Investment Options . The investment options existing and recognized under the Plan and Trust, shall be established as hereinabove provided, and regularly listed and described to Participants by written information and memoranda, and by electronic media, furnished by and at the direction of the Committee from time to time. The investment options shall include Qualifying Employer Stock and other investments determined by the Committee or required hereunder. It is intended that the investment options shall provide Participants investment alternatives which will provide a Participant with a reasonable opportunity to materially affect the potential return on amounts in his/her Plan account and the degree of risk to which such amounts are subject, and to choose from at least three (3) investment options, each of which is diversified, has materially different risk and return characteristics, and which in the aggregate enable the Participant to achieve investment direction of risk and return characteristics within the range normally appropriate for such Participant, and when combined with investments in other alternatives will tend to allow reasonable diversification so as to minimize risk of losses, taking into account all circumstances.
A Participant may, by written, telephone voice response or internet direction to the Committee, and in turn to the Trustee, as provided above, direct that his/her deposits and account, the Company’s contributions and any other cash be deposited in such investment options.
 
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A Participant who was a Participant in the Prior ONEOK, Inc. Thrift Plan or the KGS 401(k) Thrift Plan may retain in his/her account stock or securities which were his/her prior directed investments in such Plans to the extent, and as the Committee may prescribe by written memoranda and instructions pertaining to the Plan. The Committee may prescribe the manner in which dividends or other amounts received from such retained investments may be invested, and may limit or prescribe additional investment or reinvestment in such stock or securities.
A Participant shall be permitted to retain shares of ONEOK, Inc. common stock held under the Plan (to the extent not distributed as a dividend in the form of ONE Gas, Inc. common stock) in connection with the Separation (as described in Article XXIV). Any such investment in ONEOK, Inc. common stock after the Separation shall be subject to the provisions of this Plan applicable to other Plan investment options except that (1) the investment in ONEOK, Inc. common stock is authorized by the Company solely to enable Participants who own ONEOK, Inc. common stock under the Plan to participate in the Separation under the same terms as other shareholders of ONEOK, Inc. common stock; (2) the Committee shall not have the discretion to eliminate ONEOK, Inc. common stock as an investment option unless the Committee determines, in its sole discretion, that ONEOK, Inc. is insolvent or otherwise in danger of imminent collapse; (3) after the Separation, no additional shares of ONEOK, Inc. common stock may be purchased in any manner whether by deposit, exchange, transfer, reinvestment of dividends or otherwise; (4) ONEOK, Inc. common stock shall not be subject to the diversification requirement applicable to other Plan investment options under the meaning of 404(a)(1)(C) of ERISA; and (5) Participants shall be notified of the importance of diversifying their overall investment portfolio.
Notwithstanding any other provisions herein, the right of Participants to direct the purchase, sale or transfer of Qualifying Employer Stock for their Plan Accounts may be limited, suspended and restricted from time to time, and for such periods of time as the Committee, in its discretion, determines to be necessary and appropriate for administration of the Plan and Trust, including, without limitation, for the purpose of determining the amount and timing of ESOP Dividend Distributions and ESOP Dividend Distribution/Additional Deferral Contributions under the Plan. The Committee may direct such limitations, suspensions and restrictions to be made, and cause Participants and the Trustee to be given notice thereof, in the manner it determines reasonable and practical in the circumstances. Notwithstanding the foregoing, the Committee shall not have the discretion to eliminate ONE Gas, Inc. common stock as an investment option under the Plan, and the continued availability of ONE Gas, Inc. common stock as an investment option under the Plan shall be presumed prudent, unless the Committee determines, in its sole discretion, that the Company is insolvent or otherwise in danger of imminent collapse.
The investments selected and directed by Participants may increase or decrease in value due to changes and fluctuations in market conditions and other circumstances, and the Company, Committee and Trustee do not warrant or guarantee, by or under the Plan or otherwise, the value of any security or other investment directed by a Participant hereunder.
Notwithstanding the foregoing, the investment by a Participant who is a Section 16 Person shall be subject to the limitations and restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to any Discretionary Transactions involving the investment of his/her deposits, the Company’s contributions and any other cash attributable to his/her account.
 
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F. Change in Participant’s Investment Direction . Any direction by a Participant that available funds in his/her account shall be invested under a particular investment option shall be deemed a continuing direction until changed by the Participant. A Participant may, by written direction, electronic medium, telephone voice response system or other means determined and prescribed by the Committee give direction to the Committee and/or the Trustee to change investment options for investment of the Participant Account of the Participant, and the Committee shall if necessary in turn direct the Trustee by means it determines and the form it prescribes to change the Participant’s investment direction; provided, that a Participant who is a Section 16 Person shall be subject to the limitations, restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to such Participant’s direction of investments that are Discretionary Transactions; provided, further, that the amount which may be transferred, sold or exchanged pursuant to any directed cancellation or change in any investment direction shall be at least Two Hundred Fifty Dollars ($250.00) or the full value of the investment being cancelled or changed, whichever is less.
G. Sale of Investments at Participant Direction . A Participant may (i) by written direction in form prescribed by the Committee, or (ii) by electronic medium , telephone voice response system or other means determined and prescribed by the Committee and/or the Trustee to sell or turn in for redemption, as may be appropriate, any security purchased at the Participant’s direction; the Participant may similarly direct the exchange of any security or securities of an investment option under the Plan as allowed and practicable in administration of the Plan; and the Participant may similarly direct the investment of the proceeds of any such sale or redemption, with or without the addition of other available cash then in the Participant’s account, under any one or more of the investments options currently in effect under the Plan for which additional investment of contributions and cash may be so directed; provided, that a Participant who is a Section 16 Person shall be subject to the limitations, restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to the direction of the sale or redemption transactions involving any security issued by the Company that are Discretionary Transactions, as defined by paragraph 8 of this Article IX below; provided, further, that the amount as to any investment or security which may be so directed to be sold or redeemed and directed to be invested under other investment options shall be at least Two Hundred Fifty Dollars ($250.00) or the full value of the investment being sold or redeemed, whichever is less.
H. Minimum Transaction Direction . The Committee may prescribe that a minimum amount and value must be directed to be changed, sold or exchanged in any change, sale, exchange or other transaction directed to be made by a Participant pursuant to the provisions of this Article IX, and the Plan, which amount shall be provided and disclosed by the Committee and Trustee to Participants; and unless otherwise expressly determined and prescribed by the Committee, such minimum amount and value shall be Two Hundred Fifty Dollars ($250.00).
I. ESOP Diversification of Investments . It is intended that the Participant investment options and investment direction provisions stated above in this Article IX shall be administered in the manner which will satisfy the investment diversification requirements of Code Section 401(a)(28) (or corresponding section of any future federal tax code) as to the portion of the Plan which constitutes an Employee Stock Ownership Plan, and in accordance with such requirements, and notwithstanding anything otherwise provided in the Plan with respect to that portion of the Plan which constitutes an Employee Stock Ownership Plan, each Qualified
 
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Participant may elect within ninety (90) days after the close of each Plan Year in the Qualified Election Period to direct the Plan and the Trustee as to the investment of at least twenty-five percent (25%) of such Participant’s Account in the Plan which is invested in Company securities (to the extent such portion exceeds the amount to which a prior election under this paragraph applies). In the case of the election year in which the Participant can make his/her last election, the preceding sentence shall be applied by substituting “fifty percent (50%)” for “twenty-five percent (25%).” The Plan shall offer at least three (3) investment options (not inconsistent with Treasury regulations published under Code Section 401(a)(28) (or corresponding section of any future federal tax code) to each Qualified Participant making such an election and within ninety (90) days after the period during which the election may be made, the Plan shall invest the portion of the Participant’s Account covered by the election in accordance with the election. For purposes of this paragraph, the term “Qualified Participant” means any Employee who is a Participant in the Plan who on and after the Effective Date of the Plan, completes at least ten (10) years of participation under the Employee Stock Ownership Plan portion of the Plan and who has attained age fifty-five (55); and the term “Qualified Election Period” shall mean the 6-Plan-Year period beginning with the later of (i) the first Plan Year in which an individual first became a Qualified Participant, or (ii) the first Plan Year beginning after December 31, 1986. The applicable portions of a Participant’s Account to which such elections shall apply shall be determined based upon the price of Company securities on the New York Stock Exchange applied on a uniform and consistent basis, and with respect to any Company securities which are not readily tradable on an established securities market with respect to activities carried on by the Plan all such valuations shall be by an independent appraiser, which means any appraiser meeting requirements similar to the requirements of the Treasury regulations prescribed under Code Section 170(a)(1).
2. Time of Action by Trustee on Investments
The Trustee will comply with the directions of a Participant with respect to investment, sale and reinvestment as soon as practicable after receipt of such direction if they are given and received in accordance with one of the foregoing authorized means of communicating such directions; provided, however, that in the case of directions to purchase securities, the Trustee will not comply therewith until a means to make such purchase has been adequately provided in respect to the Participant’s account. With respect to purchases of Qualifying Employer Stock, the Trustee shall purchase such securities on the day or days of each month on which the Trustee receives the contributions or receives dividends on the Qualifying Employer Stock held by the Trustee. The Committee may establish such rules, regulations and procedures as it determines, in its discretion, to be necessary and appropriate for administering Participant directions of investment under the Plan. The Trustee, in its discretion, may limit the daily volume of its purchases or sales of a security to the extent that such action is deemed by it to be in the best interest of the Participants directing such purchases or sales.
3. Participant Rights as to Options, Rights, and Warrants
In the event that any options, rights, or warrants shall be granted or issued with respect to a security held by the Trustee under the Plan, the Trustee, to the extent possible, shall give to the Participant in whose account such security is held a reasonable opportunity (which in any event shall not extend beyond five days prior to the date of expiration of the options, rights, or
 
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warrants) to direct the Trustee to exercise such options, rights, or warrants, and if any cash shall be required in connection with such exercise, such Participant shall, simultaneously with his/her direction to the Trustee, make available to the Trustee the necessary funds. Such funds may be made available to the Trustee by payment thereof in cash or by written direction to the Trustee in form prescribed by the Committee to use cash held by the Trustee in the Participant’s Account or obtained from the sale of any security in such account; provided, however, that the total of any such cash Payment and the amount of current monthly contributions shall not exceed the contribution and deposit limitations set forth in Articles III and IV. Cash payments made by a Participant to the Trustee in connection with the exercise of any such options, rights, or warrants shall constitute an additional deposit in the Participant’s Account for all purposes of the Plan except the Company’s contributions under paragraph 1. of Article VII and except that, for a period of twelve (12) months after making any such payment, the Participant shall have the right, by written request to the Trustee in a form prescribed by the Committee, to receive payment from the Trustee out of any cash available in the Participant’s Account an amount equal to the cash so paid, and such payment to the Participant shall not constitute a withdrawal within the meaning of Article XII or any other Article of the Plan. Any securities acquired as the result of the exercise of any such options, rights, or warrants shall be added to the Participant’s Account. If a Participant shall not, within the time designated by the Trustee, direct the Trustee to exercise any such option, right, or warrant and make available to the Trustee any necessary funds, the Trustee shall sell such option, right, or warrant in the open market, if there be any market thereof. The cash proceeds from the sale of any options, rights, or warrants shall be credited to the Participant’s Account.
Provided, that a Participant who is a Section 16 Person shall be subject to the limitations, restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to any options, rights or warrants granted or issued with respect to any security held by the Trustee of the Plan that is a security issued by the Company, if the exercise or other action by the Participant pursuant to this paragraph 3. is a Discretionary Transaction, as defined in such paragraph 8.
4. Redemption of Nontransferable Securities
In the case of the redemption of any nontransferable security or on the maturity thereof, the Participant in whose account such security is held shall take such steps as the Trustee may prescribe in order to effect the redemption or collection thereof by the Trustee.
5. Manner of Holding Cash and Securities
All cash and securities in Participants’ Accounts shall, until disposed of pursuant to the provisions of the Plan, be held in the possession of the Trustee. Transferable securities may be registered in the name of the Trustee or in the name of its nominee. Nontransferable securities shall be issued in such name or names as the Trustee may elect, subject to any applicable laws or regulations at the time in effect with respect thereto. In the sole discretion of the Trustee, investments in a particular security to be held in the accounts of more than one (1) Participant may be represented by a single stock certificate or a single bond, as the case may be.
 
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6. Voting of Shares
A. Company Stock . Shares of the voting stock of the Company held by the Trustee in the account of a Participant under the Plan will be voted or consents for action with respect thereto will be granted by the Trustee or other registered owner thereof only in accordance with written instructions given to the Trustee by the Participant, except that the Trustee, in its discretion, may vote or direct the registered owner to vote or may consent or direct the registered owner to consent to action being taken with respect to any such stock if the Trustee has not received written instructions from the Participant in whose account such shares are held at least five (5) days prior to the date of the meeting at which such vote is to be taken or the last date that a consent of action may be given. Notice of any such meeting or consent request shall be given by the Committee to the Participant and a request for written instructions shall be made by the Committee to be directed to the Trustee at such time and in such form as may be provided by rules and regulations adopted by the Committee.
This paragraph and all pertinent provisions of the Plan and Trust shall be applied and interpreted in all respects so as to meet the requirements of Code Section 409(e) (or corresponding section of any future federal tax code) so that each Participant or beneficiary in the Plan is entitled to direct the Plan and Trustee as to the manner in which stock and securities of the Company which are entitled to vote and are allocated to the Participant Account of such Participant or beneficiary are to be voted.
This paragraph shall also apply to the voting of any voting stock of Western Resources, Inc., in the account of any Participant.
B. Other Investments . Unless otherwise expressly directed in writing by the Committee, the Trustee shall administer the investments of the Plan assets directed by a Participant under the Plan in a manner such that shares of the voting stock of the corporations held by the Trustee in the account of a Participant under the Plan will be voted or consents for action with respect thereto will be granted by the Trustee or other registered owner thereof in accordance with written instructions given to the Trustee by the Participant, except that the Trustee, in its discretion, may vote or direct the registered owner to vote or may consent or direct the registered owner to consent to action being taken with respect to any such stock if the Trustee has not received written instructions from the Participant in whose account such shares are held at such time as the Committee, or the Trustee acting pursuant to authorization by the Committee, specifies prior to the date of the meeting at which such vote is to be taken or the last date that a consent of action may be given. Notice of any such meeting or consent request shall be given by the Trustee to the Participant and a request for written instructions shall be made by the Trustee to be directed to the Trustee at such time and in such form as may be provided by rules and regulations adopted by the Committee.
The foregoing provisions of this paragraph 6.B., when Participant voting is applicable under such provisions, shall be applied and administered so that a Participant shall be entitled to direct the Trustee as to the manner in which voting rights representing the interest of such Participant in the Trust are to be exercised. The Committee shall provide, and cause the Trustee to provide to each Participant materials pertaining to the exercise of such rights, containing all the information which would otherwise be distributed to shareholders or ownership interests of a corporation or entity involved. Votes representing fractional shares of stock shall be voted in the same ratio, and for and against each issue, as the applicable vote directed by Participants with respect to whole shares of stock.
 
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7. Tender Offers
Notwithstanding any other provisions of this Plan, the provisions of this paragraph 7. shall govern the tendering of shares of Common Stock of the Company held in this Plan.
A. Upon commencement of a tender offer for any securities that are Common Stock of the Company, the Company shall notify each Participant of such tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant such information as is distributed to shareholders of the Company in connection with such tender offer, and shall provide a means by which the Participant can instruct the Trustee whether or not to tender the shares of Common Stock of the Company allocated to such Participant’s account. The Company shall provide the Trustee with a copy of any materials provided to Participants.
B. Each Participant shall have the right to instruct the Trustee as to the manner in which the Trustee is to respond to the tender offer for any and all of the shares of Common Stock of the Company allocated to such Participant’s account. The Trustee shall respond to the tender offer with respect to shares of Common Stock of the Company as instructed by the Participant. The Trustee shall not tender any stock allocated to a Participant’s account for which the Trustee has received no instructions from the Participant.
C. The Trustee shall tender that number of unallocated shares of Common Stock of the Company which is determined by multiplying the total number of unallocated shares by a fraction of which the numerator is the number of shares of Common Stock of the Company allocated to Participants’ accounts for which the Trustee has received instructions from Participants to tender (and such instructions have not been withdrawn as of the date of determination) and the denominator is the total number of shares of Common Stock of the Company allocated to Participants’ accounts.
D. A Participant who has directed the Trustee to tender shares of Common Stock of the Company allocated to such Participant’s account may, at any time prior to the tender offer withdrawal date, instruct the Trustee to withdraw, and the Trustee shall withdraw such shares of Common Stock from the tender offer prior to the withdrawal deadline.
Prior to such withdrawal deadline, if unallocated shares of Common Stock of the Company have already been tendered, the Trustee shall redetermine the number of shares of Common Stock of the Company which would be tendered under paragraph 7.C. hereunder as if the date of such withdrawal were the date of determination, and withdraw the number of unallocated shares necessary to reduce the number of unallocated shares tendered to the amount so redetermined. A Participant shall not be limited as to the number of instructions to tender or withdraw which he/she may give to the Trustee.
E. The Trustee shall credit the proceeds received in exchange for tendered shares of Common Stock of the Company to the account from which the tendered stock originated. Notwithstanding paragraph 3. of this Article IX, each Participant to whose account amounts have been allocated pursuant to this subparagraph E. shall have the right to direct the Trustee to immediately invest such amounts in any of the Options then available for investment under the Plan.
 
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F. Notwithstanding the foregoing, a Participant who is a Section 16 Person shall be subject to the limitations, restrictions and other provisions of paragraph 8. of this Article IX, below, with respect to any tender of shares of Common Stock allocated to such Participant’s account that is a Discretionary Transaction, as defined in such paragraph 8.
8. Section 16 Person Limitations; Discretionary Transactions
A Section 16 Person shall be allowed to direct or have a Discretionary Transaction as defined below, effected under the Plan only if such Discretionary Transaction is effected pursuant to an election made at least six (6) months following the date of the most recent election, with respect to any employee benefit plan of the Company, that effected a Discretionary Transaction that was:
 
 	(1)	an acquisition, if the current proposed Discretionary Transaction would be a disposition; or	
 
 	(2)	a disposition, if the current proposed Discretionary Transaction would be an acquisition.	
For purposes of this Article IX, the term “Discretionary Transaction” shall mean a transaction involving a Qualifying Employer Security pursuant to an employee benefit plan of the Company that:
 
 	(i)	is at the volition of the Participant;	
 
 	(ii)	is not made in connection with the Participant’s death, disability, retirement or termination of employment;	
 
 	(iii)	is not required to be made available to the Participant pursuant to a provision of the Internal Revenue Code; and	
 
 	(iv)	results in either an intra-plan transfer involving a Qualifying Employer Security under the Plan, or a cash distribution funded by a volitional disposition of a Qualifying Employer Security.	
Except to the extent otherwise expressly stated herein, all terms and provisions contained in this paragraph 8. are intended to have the same meaning and effect as when used in Rule 16b-3 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended (“SEC Rule 16b-3”). Transactions under the Plan by or with respect to Section 16 Persons are intended to qualify for exemptions allowable under SEC Rule 16b-3, unless the Committee specifically determines otherwise; and the provisions of the Plan shall be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed shall, to the extent permissible under the Code and the Employee Retirement Income Security Act of 1974, as amended, be disregarded.
 
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9. Employee Stock Ownership Plan (ESOP)
The portion of this Plan and the Trust under which investment in Qualifying Employer Stock is directed by Participants pursuant to paragraph 1. of this Article IX, above, is intended to be an Employee Stock Ownership Plan designed to invest primarily in Qualifying Employer Securities, including all shares of ONEOK, Inc. Common Stock held by the Plan at the time such portion of the Plan and Trust is first made an Employee Stock Ownership Plan until the date of the Separation (as defined in Article XXIV) and all shares of ONE Gas, Inc. Common Stock distributed as a dividend to shareholders of ONEOK, Inc. Common Stock upon Separation. The shares of ONEOK, Inc. Common Stock held under the Plan until the date of the Separation, and the shares of ONE Gas, Inc. Common Stock distributed as a dividend to shareholders of ONEOK, Inc. Common Stock upon Separation, are Qualifying Employer Securities within the meaning of Code Section 409(l), and are the only employer securities of the Company in which the Plan shall invest; provided, however, that ONEOK, Inc. Common Stock shall cease to be a Qualifying Employer Security immediately after the Separation. The investment in such stock shall be made and administered in accordance with the provisions of Code Section 4975(e)(7), or succeeding provisions of the federal tax law, the Treasury regulations thereunder, and the provisions of the Plan more specifically providing for such Employee Stock Ownership Plan, including without limitation, the provisions of this paragraph 9., stated below; paragraph 4. of Article III, providing for deemed deferrals equal to ESOP Dividends paid and distributed; paragraph 1.I. of this Article IX providing for diversification of investments; paragraph 6. of this Article IX providing for the voting of Qualifying Employer Stock; paragraph 2. of Article X providing for payment and distribution of ESOP Dividends on Qualifying Employer Stock; paragraph 5. of Article XI providing for the time of distribution of Qualifying Employer Stock from the Plan; and paragraph 12. of Article XI providing for Participant rights to distribution of Qualifying Employer Stock.
It is intended that the Employee Stock Ownership Plan provided for herein shall not acquire any Plan assets or Company securities by use of an exempt loan under Code Section 4975(d)(3), or otherwise, but notwithstanding the foregoing, if and to the extent any such exempt loan is ever made to or received by the Plan, then any such loan shall conform in all respects to the requirements of Code Section 4975(e) and the Treasury regulations thereunder, and must be primarily for the benefit of Participants and their beneficiaries, and shall comply with the following terms and conditions: (1) The interest rate respecting such loan shall not exceed a reasonable rate of interest; and the Trustee shall consider all relevant factors in determining a reasonable rate of interest, including the amount and duration of the loan, the security and guarantee (if any) involved, the credit standing of the ESOP and the Company (if and to the extent that the Company acts as guarantor), and the interest rate prevailing for comparable loans; and upon due consideration of the foregoing factors, a variable interest rate may be reasonable; (2) At the time that such loan is made or entered into, the interest rate and the price of securities to be acquired should not be such that Plan assets might be dissipated; (3) The terms of such loan, whether or not between independent parties, must be at such time at least as favorable to the Trust as the terms of a comparable loan resulting from arm’s-length negotiations between independent parties; (4) The proceeds of such loan must be used within a reasonable time after their receipt by the Trust only to acquire Qualifying Employer Stock, to repay such loan, or to repay a prior loan to the Trust; (5) Such loan must be without recourse against the Trust; the only assets of the Trust that may be given as collateral on such loan are shares of Qualifying
 
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Employer Stock acquired therewith; no person entitled to payment under such loan shall have any right to assets of the Trust other than collateral given for such loan, cash contributions of the Company made to meet the obligations of the Trust under such loan, and earnings attributable to such collateral and the investment of such contributions; the payments made with respect to such loan by the Trust during a Plan Year must not exceed an amount equal to the sum of such contributions and earnings received during or prior to the year less such payments in prior years; such contributions and earnings must be accounted for separately on the books of account of the Trust, until the loan is repaid; (6) In the event of default on such loan, the value of Plan assets transferred in satisfaction of the loan must not exceed the amount of default; (7) Shares of Qualifying Employer Stock used as collateral for such loan shall be released from the encumbrance thereof, in accordance with the provisions stated in this paragraph 9., below; and (8) Except as otherwise provided hereinbelow under the terms of this Plan and Trust, or as otherwise required by applicable law, no Qualifying Employer Stock or other Company security acquired with the proceeds of such loan shall be subject to a put, call or other option, or buy-sell or similar arrangement while held by and when distributed from the Trust, whether or not the Trust is then an employee stock ownership plan as described in Code Section 4975(e)(7).
All shares of Qualifying Employer Stock acquired by the Trust and pledged as collateral on any such loan shall be added to and maintained in a suspense account. Said shares shall be released from such encumbrance as follows: (1) For each Plan Year during the duration of the loan, the number of shares of Qualifying Employer Stock released shall equal the number of encumbered shares held immediately before release by a fraction. The numerator of the fraction is the amount of principal and interest paid to the lender by the Trust for the year, and the denominator of the fraction is the sum of the numerator plus the principal and interest to be paid for all future years; (2) For purposes of the foregoing determination, the number of future years under the loan must be definitely ascertainable, and shall be determined without taking into account any possible extensions or renewal periods. If the interest rate under the loan is variable, the interest to be paid in future years shall be computed by using the interest rate applicable as of the end of the Plan Year; and (3) To the extent of the foregoing release from encumbrance, shares shall be withdrawn from the suspense account, and nonmonetary units representing the Participants’ interest therein shall be allocated, for each Plan Year. The shares of Qualifying Employer Stock held in the above-described suspense account shall be voted by the Trustee. With respect to shares released from encumbrance, said shares shall be voted as provided in paragraph 6. of this Article IX of the Plan.
To the extent any Company security is acquired by the Plan with the proceeds of an exempt loan, which security is not publicly traded when distributed or is subject to a trading limitation when distributed, then such security shall be subject to a put option exercisable only by Participant (“Participant” meaning for purposes of these provisions, the Participant and beneficiaries of the Participant), such Participant’s donees, or by a person (including an estate or its distributee) to whom such security passes by reason of such Participant’s death. Such put option must permit the Participant to put such security to the Company, and under no circumstances may the put option bind the Plan, except that such put option may grant the Plan an option to assume the rights and obligations of the Company at the time that the put option is exercised; the put option must be exercisable at least during a fifteen (15)-month period which begins on the date the security subject to the put option is distributed by the Plan, except that if the security is publicly traded without restriction when distributed but ceases to be so traded within fifteen (15) months
 
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after the distribution, the Company shall notify each security holder in writing within ten (10) days after the security ceases to be so traded that for the remainder of the fifteen (15)-month period the security is subject to a put option. Such notification shall inform the individual distributees of the terms of the put options that they are to hold. Any such put option is to be exercised by the holder notifying the Company in writing that the put option is being exercised. The period during which such a put option is exercisable shall not include any time when the distributee is unable to exercise it because the party bound by the put option is prohibited from honoring it by applicable federal and state law. The price at which any such put option must be exercisable is the value of the security, determined under Section 54.4975-11(d)(5) of the Treasury regulations. The terms and provisions for payment under any such put option must be reasonable terms within the meaning of Section 54.4975-7(b)(12)(iv) of the Treasury regulations. The payment under any such put option shall not be restricted by the provisions of a loan or any other arrangement, including the Company’s certificate of incorporation, unless so required by applicable state law.
10. Investment Diversification of Investments
A. Employee contributions and elective deferrals invested in employer securities. In the case of the portion of an account of an Applicable Individual attributable to employee contributions and elective deferrals which is invested in Employer Securities, the Applicable Individual shall be allowed to elect to direct the Plan to divest any such securities and to reinvest an equivalent amount in other investment options meeting the requirements of paragraph 10.B., below.
B. Company contributions invested in Employer Securities. In the case of the portion of the account attributable to employer contributions other than elective deferrals which is invested in Employer Securities, each Applicable Individual who—
1. is a Participant who has completed at least 3 years of service, or
2. is a beneficiary of a Participant described in clause (i) or of a deceased Participant, may elect to direct the Plan to divest any such Employer Securities and to reinvest an equivalent amount in other investment options meeting the requirements of paragraph 10.C., below.
C. Investment options . The requirements of this paragraph 10.C. are met if the Plan offers not less than three (3) investment options, other than Employer Securities, to which an Applicable Individual may direct the proceeds from the divestment of Employer Securities pursuant to this paragraph 10.C., each of which is diversified and has materially different risk and return characteristics. The Plan shall not be treated as failing to meet the requirements of this paragraph 10.C. merely because the Plan limits the time for divestment and reinvestment to periodic, reasonable opportunities occurring no less frequently than quarterly. Except as provided in Treasury regulations, the Plan shall not meet the requirements of this paragraph 10.C. if the Plan imposes restrictions or conditions with respect to the investment of Employer Securities which are not imposed on the investment of other assets of the Plan, except such limitation shall not apply to any restrictions or conditions imposed by reason of the application of securities laws.
 
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D. The foregoing provisions shall not apply if the Plan is not an “applicable defined contribution plan” meaning a defined contribution plan which holds any publicly traded employer securities.
For this purpose the terms “applicable defined contribution plans” does not include an employee stock ownership plan if (i) there are no contributions to such plan (or earnings thereunder) which are held within such plan and are subject to Code Section 401 (k) or (m) , and (ii) such plan is a separate plan for purposes of Code Section 414(l) with respect to any other defined benefit plan or defined contribution plan maintained by the same employer or employers.
E. For purposes of this paragraph the following definitions of terms shall apply:
1. The terms “Applicable Individual” means—
(a) any Participant in the plan, and
(b) any beneficiary who has an account under the plan with respect to which the beneficiary is entitled to exercise the rights of a Participant.
2. The term “elective deferral” means an employer contribution described in Code Section 402(g)(3)(A) .
3. The term “Employer Security” has the meaning given such term by section 407(d)(1) of ERISA.
4. The term “employee stock ownership plan” has the meaning given such term by Code Section 4975(e)(7) .
5. The term “publicly traded employer securities” means employer securities which are readily tradable on an established securities market.
6. The term “year of service” has the meaning given such term by Code Section 411(a)(5).
F. Diversification of Investment. The following additional provisions apply to diversification of investment.
 
 	1.	The investment options offered to Participants under the Plan shall be established, maintained and administered in accordance with the provisions of Code Section 401(a)(35) that are applicable to the Plan.	
 
 	2.	The provisions of this paragraph apply if the Plan holds any publicly traded Employer Security; provided, if the Company, or any member of a controlled group of corporations (as described in Treasury regulations section 1.401(a)(35)-1(f)(2)(iv)(A)) which includes the Company, has issued a class of stock which is a publicly traded Employer Security, and the Plan holds Employer Securities which are not publicly traded Employer Securities, then the Plan shall be treated as holding publicly traded Employer Securities.	
 
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 	3.	With respect to a Participant (including for purposes of this paragraph an alternate payee who has an account under the Plan or a deceased Participant’s beneficiary), if any portion of the Participant’s account under the Plan attributable to elective deferrals (as described in Code Section 402(g)(3)(A)), employee contributions, or rollover contributions is invested in publicly traded employer securities, then the Participant must be offered the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described in subparagraph E., below.	
 
 	4.	With respect to a Participant who has completed at least three (3) years of vesting service (including for purposes of this paragraph an alternate payee who has an account under the Plan with respect to such Participant or a deceased Participant’s beneficiary), if a portion of the Participant’s account attributable to employer nonelective contributions is invested in publicly traded employer securities, then the Participant must be offered the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described subparagraph F.5., below.	
 
 	5.	At least three (3) investment options (other than employer securities) must be offered to Participants described above. Each investment option must be diversified and have materially different risk and return characteristics. Periodic reasonable divestment and reinvestment opportunities must be provided at least quarterly. Except as provided in sections 1.401(a)(35)-1(e)(2) and (3) of the Treasury Regulations, restrictions (either direct or indirect) or conditions will not be imposed on the investment of publicly traded employer securities if such restrictions or conditions are not imposed on the investment of other plan assets.	
 
 	6.	For purposes of this paragraph and the Plan, a “publicly traded security” is a security which is traded on a national securities exchange that is registered under section 6 of the Securities Exchange Act of 1934 or which is traded on a foreign national securities exchange that is officially recognized, sanctioned, or supervised by a governmental authority and the security is deemed by the Securities and Exchange Commission as having a “ready market” under SEC Rule 15c3-1 (17 CFR 240.15c3).	
11. No Guarantee or Indemnity.
Nothing contained in this Plan shall be construed as a guarantee by the Company or by the Trustee of the value of any security in which funds held by the Trustee under the Plan are invested or as an indemnity against any loss resulting from such investments.
 
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ARTICLE X.
CREDITS AND CHARGES TO A PARTICIPANT’S ACCOUNT
PARAGRAPH
1. General Charges and Credits
All interest, dividends, and other income received by the Trustee in respect to assets included in a Participant’s Account, and all gains or losses upon the sale of securities in the Participant’s Account, as determined by the Trustee, shall be credited or charged, as the case may be, to the Participant’s Account.
2. ESOP Dividend Distributions
A. Participant ESOP Reinvestment Election . Any ESOP Dividend on Qualifying Employer Stock which in accordance with the Plan provisions (1) is payable in cash to the Participants in the Plan or their beneficiaries, or (2) is payable to the Plan and is to be distributed in cash to Participants in the Plan or their beneficiaries not later than ninety (90) days after the close of the Plan Year in which paid, may at the election of such Participants or their beneficiaries, be (A) paid as provided in clause (1) or (2) of this subparagraph A, above, or (B) paid to the Plan and reinvested in Qualifying Employer Stock. In this regard, a Participant may elect in writing to either (i) receive and take payment in cash of one hundred percent (100%) of the ESOP Dividends for such Participant’s Account, (ii) receive and take payment in cash of fifty percent (50%) of the ESOP Dividends for his/her Participant Account, and have the other fifty percent (50%) of such ESOP Dividends paid to the Plan and reinvested in Qualifying Employer Stock, or (iii) elect to receive and take no payment in cash of the ESOP Dividends for his/her Participant Account and have one hundred percent (100%) of such ESOP Dividends paid to the Plan and reinvested in Qualifying Employer Stock. A Participant who for any reason fails to make an election with respect to the payment or reinvestment of ESOP Dividends hereunder shall have all of the ESOP Dividends for his/her Participant Account paid to the Plan reinvested in Qualifying Employer Stock. Reinvestment of ESOP Dividends paid to the Plan shall be made in accordance with all applicable provisions of the Plan providing for the investment of Plan assets in Participant Accounts and for Qualifying Employer Stock to be a permissible investment thereof under the Plan.
The Committee shall provide for each Participant to make an election in writing to have dividends on Qualifying Employer Stock payable to the Participant or to the Plan to be reinvested in such Qualifying Employer Stock, at the time and in the manner provided in rules, forms and procedures prescribed by the Committee, which may include a required minimum amount of dividends to make an election, as determined to be administratively reasonable and practicable by the Committee, in its discretion.
B. Dividend Reinvestment .
1. Each individual who is a retired Employee, or a former Employee who has separated from service with the Company, may elect in writing to receive and take a payment and distribution in cash of either (i) one hundred percent (100%) of his/her ESOP Dividends, or (ii) fifty percent (50%) of his/her ESOP Dividends, notwithstanding that such individual shall have no right to elect any deferral of Compensation with respect to the dividend distribution to be received.
 
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2. The elections provided to a Participant who is an Employee under the foregoing provisions, are intended to allow such Participant to elect to receive payment and distribution of ESOP Dividends from the Company and/or the Trust so as to increase the dollar amount of cash he/she receives in the form of ESOP Dividends by the percentage elected, without any corresponding offset of such amount by any ESOP Dividend Distribution/401(k) Deferral Contribution or Reduction in Compensation under the Plan.
3. It is also intended that unless a Participant elects otherwise, a corresponding ESOP Dividend Distribution/Additional Deferral Contribution will be made with respect to ESOP Dividends paid and distributed in cash to a Participant under paragraph 2A. above, to the extent provided therein and in paragraph 4. of Article III.
4. Notwithstanding the foregoing, the payment and distribution in cash of ESOP Dividends with respect to Qualifying Employer Stock in a Participant Account may be limited in a uniform and consistent manner, as determined by the Committee, so as to maximize the application of the limitations on elective deferrals and contributions contained in Code Sections 402(g) and 415 to a Participant’s regularly designated elective deferrals of Compensation, and Company Matching Contributions thereon during a Plan Year, before application of such limitations with respect to any ESOP Dividend Distribution/Additional Deferral Contributions made by and for Participant arising during the Plan Year.
5. The payment and distribution of ESOP Dividends in cash pursuant to this paragraph 2.B. and the making of ESOP Dividend Distribution/Additional Deferral Contributions shall be administered by the Company and the Trustee, as determined, prescribed and found mutually acceptable by the Committee and the Trustee. Any amount of ESOP Dividends not so paid and distributed in cash to a Participant, retired Employee or former Employee under the foregoing provisions shall be credited to and remain in the Participant Account and shall not thereafter be distributable under the provisions of this paragraph, unless otherwise directed and approved by the Committee.
6. The elections made by Participants, retired Employees and former Employees to receive distributions of ESOP Dividends hereunder shall be made in writing at the time and in the form prescribed by the Committee.
3. Calculation of Charges and Credits to Participant Accounts
Except as otherwise directed by the Committee, within its discretion, the cost to be charged to a Participant’s Account of any security purchased by the Trustee according to the Participant’s direction shall be the cost of such security at the closing market price on the date such purchase is directed; and the proceeds credited to a Participant’s Account upon the sale or redemption of any securities shall be the actual proceeds thereof.
 
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4. Commissions, Taxes, and Charges on Security Purchases and Sales
Brokerage commissions, transfer taxes, and other charges and expenses in connection with the purchase or sale of securities shall be added to the cost of such securities or deducted from the proceeds thereof, as the case may be.
5. Investment Management Fees
Investment management fees charged or incurred by any person, firm, or entity for the management of investments made in or by any fund in connection with a Participant’s investment in particular investment options shall be charged against the Participant’s Account and may include amounts allocated toward the payment of Plan administrative expenses, as the Committee may prescribe and direct from time to time.
6. Allocation of Plan Administrative Expenses
The Committee may direct and cause all or part of reasonable Plan administrative expenses to be allocated and charged to the Plan accounts of current and former employees and their beneficiaries on a pro rata or other reasonable basis; and such allocation may from time to time be made by allocating all or part of certain reasonable Plan expenses to the Plan accounts of former employees on pro rata or other reasonable basis without similarly allocating and charging such expenses to the Plan accounts of current employees.
7. Calculation of Credits for Redemption
Upon the redemption or maturity or any nontransferable Government bonds included in a Participant’s Account, the difference between the cost thereof and the amount received upon such redemption or maturity shall be credited to the Participant’s Account as income.
8. Taxes
Taxes, if any, on any assets held by the Trustee or income therefrom which are payable by the Trustee shall be charged against the Participants’ Accounts as the Trustee shall determine.
 
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ARTICLE XI.
VESTING AND LIQUIDATION OF ACCOUNTS
PARAGRAPH
1. Vesting of Participant and Company Contributions
A Participant’s contributions under Article IV and his/her rights in the accrued benefit derived therefrom are nonforfeitable. The Company’s 401(k) Contributions and Matching Contributions for the account of a Participant, and any income and earnings therefrom and accretions thereon, shall become vested in such Participant immediately upon payment of such contributions to the Trustee and receipt by the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of investments) the Participant may not thereafter be deprived of such funds under any provision of the Plan. All accounts of a Participant under the Plan shall be nonforfeitable. The vesting of benefits under the Plan for a Participant shall be provided in accordance with the provisions of USERRA contained in Code Section 414(u), or corresponding provision of any future tax code.
Notwithstanding anything to the contrary expressed or implied in the Plan as presently stated or hereafter amended, upon the termination or partial termination of the Plan, the rights of all affected Employees and Participants to benefits accrued to the date of such termination or partial termination, to the extent funded as of such date, or the amounts credited to the Employees or Participant Accounts shall be nonforfeitable in accordance with the provisions of the Code, including Section 411(d)(3), and applicable Treasury regulations.
2. Withdrawals
The Company’s contributions and Participant After-Tax Deposits credited to the account of a Participant, and the income and earnings on and accretions to a Participant’s account whether derived from the Participant’s deposits or the Company’s contributions or from any other funds at any time in said account, may be withdrawn by or paid to the Participant upon request by the Participant as provided for in Article XII or upon complete liquidation of the Participant’s account as provided for in paragraphs 3., 7., and 8. of this Article XI, or upon termination of the Plan as provided in paragraph 14. of Article XII or upon adverse modification of the Plan as provided in paragraph 3. of Article XXIV or upon termination of the Trust as provided in paragraph 5. of Article XXIV.
3. Distribution of Participant Accounts
Except as provided in paragraph 6. of this Article XI, when a Participant dies or his/her employment with the Company is terminated by retirement or for any other reason (except transfer of employment to a subsidiary of the Company participating in the Plan), the account of such Participant under the Plan will be completely liquidated, and the entire balance of the account will be distributed in a single payment to the Participant, or his/her surviving spouse, beneficiaries or legatees, or heirs, respectively, whichever is entitled thereto. The determination
 
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of the distributee or distributees in the event of a Participant’s death shall be made in accordance with Article XIII of the Plan. Every distribution on death of a Participant shall be an immediate distribution by a single payment of the entire account. It is intended by this paragraph 3. that distribution of the entire balance in the account of a Participant is to be made as soon as reasonably practicable after the death of a Participant, or termination of employment by retirement or for any other reason and in no event shall distribution by reason of the Participant’s death be made later than five (5) years after the death of the Participant; provided, that if the Participant’s account exceeds five thousand dollars ($5,000), it shall not be immediately distributed until the Participant attains age sixty-five (65) (which shall be considered the normal retirement age under the Plan and Code Section 411(a)(8)) without the written consent of the Participant; but no consent to immediate distribution shall be required in the event of the death of a Participant, and such requirement of consent shall not give a Participant a right to any form or method of payment of his/her account, and his/her account shall be maintained and distributed thereafter only in accordance with the rights to, and sequence of requested distribution stated in paragraphs 8. and 9. of this Article XI, below. Any such undistributed balance of the Participant’s account shall be distributed upon his/her attaining age sixty-five (65); provided that a Participant, who has separated from employment with the Company by retirement or for any reason other than death, may make the affirmative election to defer distribution of his/her account beyond age sixty-five (65) pursuant to paragraph 6. of this Article XI, below.
4. Time of Distribution
Unless the Participant elects otherwise pursuant to paragraph 6. of this Article XI, or as otherwise provided for under the Plan notwithstanding any other provisions of the Plan pursuant to the requirements of Code Section 401(a)(14) the payment of benefits under the Plan to the Participant will begin not later than the sixtieth (60th) day after the latest of the close of the Plan Year in which:
1. the Participant attains the age sixty-five (65),
2. occurs the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan, or
3. the Participant terminates employment with the Company.
5. ESOP Employer Stock Distributions
Notwithstanding any other provisions of the Plan, the Qualifying Employer Stock in a Participant’s Account to which the Employee Stock Ownership Plan provisions of the Plan are applicable (hereinafter referred to as “ESOP Account Balance”), shall be distributed on the earlier of (i) time when distribution would otherwise be made under the Plan, or (ii) if the Participant so elects, will be distributed commencing not later than one (1) year after the close of the Plan Year (I) in which the Participant separates from service by reason of attainment of normal retirement age under the Plan, disability or death, or (II) which is the fifth (5th) Plan Year in which the Participant otherwise separates from service, except that this clause (II) shall not apply if the Participant is reemployed by the Company before distribution is required to begin under this clause (II). If distribution of a Participant’s ESOP Account Balance is ever required to
 
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be made under clause (ii) in the preceding sentence, then in such case, unless the Participant elects otherwise, the distribution of the Participant’s ESOP Account Balance will be in substantially equal periodic payments (not less frequently than annually) over a period not longer than the greater of five (5) years, or in the case of a Participant with an Account balance in excess of One Million and Fifty-thousand Dollars ($1,050,000), five (5) years plus one (1) additional year (but not more than five (5) additional years) for each Two Hundred Ten Thousand Dollars ($210,000) or fraction thereof by which such balance exceeds One Million and Fifty-thousand Dollars ($1,050,000), as such dollar amounts are adjusted for cost-of-living increases pursuant to Code Sections 409(o)(2) and 415(d). The foregoing provisions of this paragraph 5 are intended to provide for distribution of a Participant’s ESOP Account Balance at least as soon as provided in Code Section 409(o) only if such form and timing of distribution would be earlier than otherwise generally provided by the Plan.
6. Participant Election to Defer Distribution
A Participant, whose employment with the Company is terminated by retirement or for any reason other than death, may make an affirmative election to defer the distribution of his/her account if it exceeds five thousand dollars ($5,000) on the date of his/her retirement or separation from service. Such affirmative election of deferral of distribution is separate and distinct from the requirement of consent to immediate distribution stated in paragraph 3. of this Article XI, and shall apply independently thereof. It shall be made by written statement describing the Participant’s account in a form prescribed by the Committee, or by an election of the Participant made by electronic medium, telephone voice response system or other means and in the manner determined and prescribed by the Committee not later than sixty (60) days following the Participant’s retirement or separation from service.
A Participant shall be deemed to have made such an affirmative election to defer the distribution of his/her account in the absence of any such affirmative election after he/she has been advised in writing by the Committee of his/her rights under this paragraph 6, and paragraph 3 of this Article XI, upon termination of his/her employment by retirement or for any other reason.
7. Individual Retirement Account Distributions
In the event of mandatory distribution greater than $1,000 in accordance with the provisions of Paragraph 3 of this Article XI or otherwise, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a direct rollover or to receive the distribution directly in accordance with Article V of the Plan, then the Committee shall cause the distribution to be paid in a direct rollover to an individual retirement account designated by the Committee.
8. Sequence of Deferred Distribution of Accounts
A. Subject to subparagraph 8.B., below, if a Participant refuses consent to immediate distribution of his/her account under paragraph 3. of this Article XI, above, or a Participant makes the affirmative election of deferral of distribution provided in paragraph 6. of this Article XI, his/her account shall continue to be maintained in the Trust in the manner provided by the Plan. Subject to the prior approval and consent of the Committee, the Participant may at any time
 
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thereafter request in writing that distribution of his/her account be made. When such a request is approved by the Committee, the Participant’s account shall be distributed to the Participant within a reasonable time following receipt and approval of that request; provided that such a deferred distribution of a Participant’s account shall be only in the following sequence: first, either all of his/her account, or all of his/her Participant contributions; second, the balance of the account not previously distributed; thus, all of a Participant’s contributions must be distributed to him/her at one time, and no Company contributions can be distributed without previous or concurrent distribution of all Participant contributions. A Participant who has withdrawn all of his/her own contributions prior to deferral of distribution hereunder may thereafter request and receive only a single distribution of the balance of his/her account. No earnings credited to the account of a Participant can be distributed to him/her after his/her termination of employment with the Company without liquidating the total account balance.
B. Notwithstanding the foregoing, a Participant (or former Employee) shall have the right to withdrawal of all or a portion of that part of his/her Pre-1999 KGS 401(k) Thrift Plan Account of which distribution was deferred pursuant to the provisions of the KGS 401(k) Thrift Plan in accordance with those provisions, which are incorporated herein by reference.
9. Required Deferred Distribution at Age 70  1 ⁄ 2
A Participant whose employment with the Company is terminated and who makes the affirmative election to defer the distribution of his/her Participant Account under Paragraph 7 of this Article IX shall in all events commence payment and distribution of any undistributed balance of his/her account not later than the April 1 of the calendar year following the end of the calendar year which he/she attains age 70  1 ⁄ 2 , as provided for in paragraph 11 of this Article XI, below. No deferral of distribution permitted or provided for under paragraph 3 or paragraph 6 of this Article XI shall take precedence over or prevent such required distributions under Paragraph 11.
10. Distribution of Deferred Accounts at Death of Participant
If a Participant who has refused to consent to immediate distribution under paragraph 3. of this Article XI, above, or who has made the affirmative election to defer receipt of his/her account under paragraph 6. of this Article XI, dies before a complete distribution of the account has been made, then upon his/her death, his/her entire account balance shall be distributed to his/her surviving spouse, beneficiaries, or legatees in the same manner and within the same time periods following such death as are provided for under paragraph 3. of this Article XI in the case of a Participant’s death prior to other termination of his/her employment with the Company.
11. Required Distributions.
A. General Rules .
1. Precedence . The requirements of this paragraph 11 of Article XI of the Plan will take precedence over any inconsistent provisions of the Plan.
 
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2. Requirements of Treasury Regulations Incorporated . All distributions required under this article will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9).
B. Time and Manner of Distribution .
1. Required Beginning Date . The Participant’s entire interest in the Plan will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date, as provided for in this paragraph 11 and in accordance with Code Section 401(a)(9).
C. General Rule; Required Distributions .
1. Required Distributions . Distribution of the interest of a Participant in the Plan shall begin no later than the Participant’s Required Beginning Date.
2. Distributions in Event of Death of Participant . In event of the death of a Participant prior to the distribution of the Participant’s entire interest under the Plan, the Participant’s entire interest in the Plan shall be distributed in a single lump sum distribution to the Participant’s Designated Beneficiary no later than one (1) year after the date of the Participant’s death. Notwithstanding the foregoing, or any other provisions of this paragraph 11 and Code Section 401(a)(9) allowing a deferred time of distribution in event of the death of a Participant prior to distribution of the Participant’s entire interest in the Plan, it is intended and directed that every distribution of a Participant’s account under the Plan on his/her death shall be made at least as rapidly as the immediate total distribution generally provided for under the Plan, without any deferral allowed.
D. Required Distributions; Transferred Account .
1. Application . This paragraph 11.D. shall be applicable instead of the general rule stated in paragraph 11.C., above, but only with respect to accounts of Participants that constitute transferred accounts described and provided for in Articles XXII and XXIII of the Plan (“Transferred Account”).
2. Required Distribution .
 
 	(a)	General . The entire interest of each Participant in a Transferred Account:	
 
 	(i)	shall be distributed to such Participant not later than the Participant’s Required Beginning Date, or	
 
 	(ii)	shall be distributed, beginning not later that the Participant’s Required Beginning Date, in accordance with the Treasury regulations under Code Section 401(a)(9) over the life of such Participant or over the lives of such Participant and a Designated Beneficiary (or over a period not extending beyond the Life Expectancy of such Participant or the Life Expectancy of such Participant and a Designated Beneficiary).	
 
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 	(b)	Distribution Where Participant Dies Before Entire Interest is Distributed . In the event of the death of a Participant before the entire interest of the Participant has been distributed, the interest of the Participant shall be distributed in accordance with the following requirements:	
 
 	(i)	If the distribution of a Participant’s interest has begun over the Participant’s life, or over the life or Life Expectancy of such Participant and a Designated Beneficiary, and the Participant dies before the Participant’s entire interest is distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution provided for under the Plan being used as of the date of the Participant’s death.	
 
 	(ii)	If the Participant dies before the distribution of the Participant’s interest has begun in accordance with Paragraph 11.D,2.b.(1), above, the entire interest of the Participant shall be distributed in the manner and form provided for under the Plan in such event, but no case later than:	
 
 	(1)	within 5 years after the death of such Participant, or	
 
 	(2)	If any portion of the Participant’s interest is payable to (or for the benefit of) a Designated Beneficiary pursuant to the provisions of the Plan, such portion shall be distributed (in accordance with Treasury regulations under Code Section 401(a)(9)) over the life of such Designated Beneficiary (or over a period not extending beyond the Life Expectancy of such Designated Beneficiary), and such distributions shall begin not later than one (1) year after the Participant’s death or such later date as is prescribed in the Treasury regulations under Code Section 401(a)(9).	
 
 	(iii)	If the Designated Beneficiary referred to in the foregoing provisions of this paragraph 11.D. is the surviving spouse of the Participant, then the date that distributions are required to begin under paragraph 11.C.2.b.(2) shall not be earlier than the date the Participant would have attained age 70  1 ⁄ 2 , and if the surviving spouse dies before the distributions to such spouse begin, this subparagraph shall be applied as if the surviving spouse were the Participant.	
E. Definitions . The following terms and definitions are applicable to this paragraph 11 and distributions provided for therein.
1. Designated Beneficiary . The individual who is designated as the beneficiary under Article XIII of the Plan and is the Designated Beneficiary under Code Section 401(a)(9) and Treasury regulations under Code Section 401(a)(9).
 
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2. Life Expectancy . Life expectancy as determined under Code Section 401(a)(9) and the Treasury regulations to include life expectancy computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
3. Required Beginning Date . April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70  1 ⁄ 2 , or (ii) the calendar year in which the Participant retires. Provided, that clause (ii) of the preceding sentence shall not apply except as provided in Code Section 409(d), in the case of a Participant who is a 5-percent owner (as defined in Code Section 416) with respect to the Plan Year ending in the calendar year in which the Participant attains age 70  1 ⁄ 2 .
F. Transition; TEFRA Section 242(b)(2) Elections . Notwithstanding the other provisions of this paragraph 11, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.
12. Form of Distributions
In so far as practicable, upon any complete liquidation of a Participant’s account, upon distributions under paragraphs 7. or 8. of this Article XI, and upon withdrawals provided for in Article XII, any securities held in the account of the Participant will be distributed in kind if the Participant so requests, but where this form of distribution is impracticable, cash will be paid in an amount equal to the value at the time of distribution, as determined by the Trustee, of any investment that it is impracticable to distribute in kind. No other form of distribution (neither annuity contract nor other item) shall be made from the Trust; provided, that accrued benefits of accounts transferred to the Trust from the trust of a subsidiary plan pursuant to paragraphs 1. or 2. of Article V, which are subject to the provisions of Articles XXII and XXIII hereof shall be distributed as provided therein.
13. Participant’s Right to Demand Employer Securities
Notwithstanding any other provisions herein, each Participant who has his/her Participant Account invested in Qualifying Employer Stock, and each Participant who is participating in the Employee Stock Ownership Plan part of the Plan and is entitled to a distribution from the Plan shall have a right to demand that his/her Participant Account and benefits under the Plan be distributed in the form of Qualifying Employer Stock. Prior to commencement of a distribution from a Participant’s Account to the Participant, the Committee and the Trustee shall notify the Participant in writing that the Participant has the right to demand that his/her Participant Account and benefits be distributed in the form of Qualifying Employer Stock. Such right shall expire at the time specified in such notice, which shall be not less than thirty (30) days after the delivery of such notice to the Participant. A Participant who has the stock of a former employer in his/her Plan account by reason of a merger, spin-off or transfer of plan accounts from a former employer plan shall have a similar right to demand distribution of such stock in accordance with the provisions of this paragraph 13.
To the extent required by Code Section 411(d)(6), such rights shall also apply to ONEOK, Inc. common stock.
 
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14. Qualified Domestic Relations Orders; Distributions
Notwithstanding any other provisions of the Plan, if a Participant’s account is ordered paid, transferred, or assigned, in whole or in part, to an alternate payee pursuant to an order determined by the Plan Administrator to be a Qualified Domestic Relations Order within the meaning of Code Section 414(p), the payment and distribution to such alternate payee of amounts attributable to the Participant’s account shall be made by the Plan and Trustee in a single lump sum distribution, and such distribution to such alternate payee shall be made pursuant to such a Qualified Domestic Relations Order on or after the date on which the Participant attains or would have attained the earliest retirement age under the Plan, and within a reasonable period of time after such determination, if such payment is otherwise permissible under Code Section 414(p). For purposes of this paragraph 14., the term “earliest retirement age” shall mean the earlier of (i) the date on which the Participant is entitled to a distribution under the Plan, or (ii) the later of (a) the date the Participant attains age fifty (50), or (b) the earliest date on which the Participant could begin receiving benefits under the Plan if the Participant separated from service. Periodic distributions authorized from plan accounts assigned to alternate payees under the KGS 401(k) Thrift Plan pursuant to a Qualified Domestic Relations Order shall be made in accordance with such Order, notwithstanding the foregoing provisions generally providing for immediate distribution.
 
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ARTICLE XII.
WITHDRAWALS, DISTRIBUTIONS, PLAN LOANS
PARAGRAPH
1. Withdrawals from 401(k) Contribution Account
Subject to paragraph 10, and the limitations of paragraph 5. of this Article XII, below, a Participant may withdraw amounts from his/her 401(k) Contribution Account by submitting his/her written request to the Committee at such time and in such manner as shall be prescribed by the Committee under the following conditions:
A. The withdrawal request must be on account of an immediate and heavy financial need (sometimes hereinafter referred to as “hardship”) of the Participant and the withdrawal must be necessary to satisfy such h a rdship, all as determined by the Committee in accordance with the nondiscriminatory and objective standards set forth herein.
B. No hardship withdrawal shall be made in an amount in excess of the amount of the immediate and heavy financial need of the Participant. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.
C. No hardship withdrawal shall be permitted unless the Participant has obtained all distributions other than hardship distributions from the Company’s 401(k) Contributions in the Participant’s Account, and has obtained all nontaxable loans currently available under all plans maintained by the Company.
D. A withdrawal will be deemed to be made on account of an immediate and heavy financial need if it is on account of:
1. Expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(d)(determined without regard to whether the expenses exceed 7.5% of adjusted gross income described in Code Section 213(d) previously incurred by the Participant, the Participant’s spouse, or any dependents;
2. Costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments);
3. Payment of tuition, related educational fees and room and board expenses, for up to the next twelve (12) months of post-secondary education for the Participant, or the Participant’s spouse, children, or dependents, as defined in Code Section 152, without regard to Code Section 152(b)(1),(b)(2) and (d)(1)(B);
4. Payments necessary to prevent the eviction of the Participant from his/her principal residence or foreclosure on the mortgage on that residence;
 
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5. Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code Section 152, without regard to Code Section 152(d)(1)(B);
6. Expenses for the repair or damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds ten percent (10%) of adjusted gross income; and
7. Such other facts and circumstances as the Commissioner of Internal Revenue lists as deemed immediate and heavy financial needs through publication of regulations, revenue rulings, notices, and other documents of general applicability.
E. Notwithstanding anything otherwise expressed or implied in the Plan, or under Code Section 401(k), or the regulations under that section, a hardship distribution shall not be determined or allowed under the Plan on account of an event or condition of immediate and heavy financial need of a person who is a beneficiary of a Participant under the Plan, unless such person, in addition to being such a beneficiary, also has a relationship of being the spouse or a dependent of the Participant and an immediate and heavy financial need of such person for which a hardship distribution is expressly allowable to a spouse, child or dependent under the terms and provisions of paragraph 1.D, above; and a hardship distribution shall not otherwise be allowed under the Plan for or with respect to circumstances of immediate and heavy financial need of a beneficiary of a Participant if such beneficiary is not either the spouse, child or a dependent of the Participant.
F. A Participant’s Elective Deferrals under the Plan (and Participant Contributions) shall be suspended for six (6) months after receipt of the hardship distribution.
G. The hardship withdrawal, if approved by the Committee, shall be paid to the Participant as soon as practicable following the date the Participant’s written request is submitted to the Committee. A hardship withdrawal for payment of tuition under subparagraph D.(3), above, may be made in two (2) parts over the twelve (12) month period to conform the withdrawal to the amount of tuition determined to be needed by the student.
H. A hardship withdrawal and distribution is not an eligible rollover distribution under Code Section 402(c) and the Plan shall be administered consistent with such classification and treatment.
I. A Participant who has received a hardship withdrawal pursuant to the foregoing provisions of the Plan, and who has thereby been suspended from making Participant deposits and contributions for six (6) months, shall be reinstated to the amount of his/her elected Reduction in Compensation and other contributions in effect at the time of the hardship withdrawal unless the Participant changes such amount after notice from the Committee which shall be provided not less than thirty (30) days prior to the end of the suspension. A Participant may be required to provide such other written application or election to the Committee, as it may determine under rules prescribed by it, in order to resume making Participant contributions under the Plan.
 
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J. A Participant may withdraw and receive distribution of his/her 401(k) Contribution Account by a Qualified Reservist Distribution .
K. Notwithstanding anything to the contrary expressed or implied in the Plan as presently stated or hereafter amended, upon the termination or partial termination of the Plan, the rights of all affected Employees and Participants to benefits accrued to the date of such termination or partial termination, to the extent funded as of such date, or the amounts credited to the Employees or Participant Accounts shall be nonforfeitable in accordance with the provisions of Code, including Section 411(d)(3), and applicable Treasury regulations.
2. Participant Withdrawals of After-Tax Deposits
A Participant may request to withdraw in a lump sum all or any part of the value of his/her After-Tax Deposits in his/her Account, provided that the withdrawal is for a least $500 or the full value of the Account, if less. A Participant may request a withdrawal in writing on a form prescribed by the Committee, or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee.
The amount of the withdrawal shall be withdrawn from the Participant’s After-Tax Deposits in proportion to the value of the Participant’s total Plan Account balance.
A withdrawal pursuant to this paragraph may be made upon request of the Participant subject to such limitations on frequency of withdrawals as the Committee, in its discretion, may determine. Such withdrawal shall be paid as soon as practicable after the appropriate request is received by the Trustee. A withdrawal shall be paid in cash, except that if a Participant’s After-Tax Deposits are invested in the Qualifying Employer Stock, the Participant may request that the value withdrawn be distributed in whole shares of Qualifying Employer Stock. Any fractional shares shall be paid in cash, the amount of such payment to be based upon the closing price of Qualifying Employer Stock on the New York Stock Exchange Consolidated Tape, on a trading date which does not precede the date of the distribution by more than 10 days. A Participant who has After-Tax Deposits in his/her Plan Account invested in stock of a prior employer which has been transferred to the Trust pursuant to any merger, acquisition or similar transaction may also request distribution of such stock in a manner comparable to that provided in the foregoing provisions with respect to Qualifying Employer Stock.
3. Withdrawal Penalty
In the event a Participant makes a withdrawal of After-Tax Deposits in his/her Plan Account pursuant to paragraph 2., above, such Participant shall not be entitled to Company Matching Contributions otherwise required to be made under the Plan until the first of the next month following the expiration of six (6) months from the date of such withdrawal by such Participant. This suspension and abatement of the Participant’s right to receive Company Matching Contributions shall not affect the Participant’s right to elect a Reduction in Compensation or make After-Tax Deposits to the extent otherwise permissible under the Plan.
 
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4. Participant Withdrawals of Matching Contributions or Other Amounts
Except as otherwise provided in paragraph 10, below, or as expressly provided differently herein, a Participant shall not be permitted or allowed to withdraw any Company Matching Contributions or other amounts in excess of the amount of 401(k) Contributions or After-Tax Deposits coming into his/her account.
5. Sequence of Permitted Withdrawals
In the event a Participant desires to withdraw funds credited to his/her accounts from After-Tax Deposits, the withdrawal sequence shall be: first, the Participant’s contributions which are in the Participant’s Prior ONEOK Thrift Plan Pre-1987 Employee Contribution Account Balance; second, the Participant’s KGS 401(k) Thrift Plan Account Balances (to the extent they are subject to withdrawal pursuant to paragraph 10 of this Article XII, below); third, the Participant’s Separate Section 72(d) Employee Contribution Account, if any; and fourth, the balance of the Participant’s Account, if any, which may be withdrawn under this Article XII.
6. Distribution Upon Severance From Employment
Amounts attributable to elective contributions to the Plan by Participants may be distributed upon the Participant’s severance from employment with an employer maintaining the Plan, even if the Participant continues on the same job for a different employer following a liquidation, merger, consolidation, or other corporate or business entity transaction.
7. Voluntary Withdrawal After Age Fifty-Nine and One-Half (59  1 ⁄ 2 )
Except as otherwise provided in paragraph 11, below, subject to prior approval of the Committee, a Participant who has completed five (5) years of participation in this Plan may be allowed to withdraw from the Plan at any time and from time to time an amount not exceeding the entire balance in his/her Accounts, less any Roth Elective Deferral and earnings and losses thereon, at any time after his/her attainment of age fifty-nine and one-half (59  1 ⁄ 2 ); provided, the amount of any Participant withdrawal shall be at least Five Hundred Dollars ($500.00) or the full value of the Participant’s Account, if less. This right to withdrawal shall be exercised by application or request to the Committee or its authorized representative in writing or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee.
8. Distributions in Certain Events
Notwithstanding any other provisions hereof limiting the distribution or withdrawal of a Participant’s 401(k) Contribution Account or other amounts of a Participant’s Account, a Participant’s Account may be distributed in the event of (i) the termination of the Plan without establishment or maintenance of another defined contribution plan by the Company (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), (ii) the disposition by the Company of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used by the Company in a trade or business of the Company, but only with respect to a Participant who continues employment with the corporation acquiring such assets, or (iii) the disposition by the Company of the Company’s interest in a subsidiary (within the meaning of
 
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Code Section 409(d)(3)), but only with respect to a Participant who continues employment with such subsidiary. No such distribution shall be permitted to a Participant unless it is made in the form of a lump sum distribution as defined in Code Section 401(k)(10)(B)(ii); and a distribution by reason of an event described in clause (ii) or (iii) of the preceding sentence of this paragraph shall not be permitted unless the transferor corporation continues to maintain the Plan after the disposition. Payment and distribution of ESOP Dividends to Participants and retired or terminated Employees may be made to the extent otherwise provided for in the Plan, and as allowed and authorized by Code Sections 4975(e) and 404(k) and Treasury regulations pertaining to such payments and distributions.
9. ESOP Dividend Distributions
The Committee and Trustee may have ESOP dividends paid and distributed to a Participant, and to a retired or terminated Employee in accordance with and to the extent provided in paragraph 2. of Article X, above.
10. No Withdrawal of Deferred Account
Subject to paragraph 11, below, when a Participant’s employment with the Company is terminated by retirement or for any other reason other than death, and he/she either does not consent to immediate distribution of his/her account under paragraph 3. of Article XI, or he/she elects to defer the distribution of his/her account under paragraph 6. of Article XI, he/she shall thereafter receive distribution of his/her account only in accordance with the provisions of paragraphs 7., 8., and 9. of Article XI, and he/she shall not be permitted thereafter to make withdrawal of the funds in his/her account pursuant to the withdrawal provisions of this Article XII.
11. Limited Withdrawal Rights; Pre-1999 KGS 401(k) Thrift Plan Account
Notwithstanding anything to the contrary expressed herein a Participant shall have the right to make a withdrawal from his/her Pre-1999 KGS 401(k) Thrift Plan Account balance at January 11, 1999, pursuant to the following provisions:
A. Withdrawal from Matching Contribution Account . In the event that a Participant withdraws the full value of the After Tax Deposits under the provisions of paragraph 2., above, a Participant who has been a Participant in the Plan for a period of five (5) years or more may additionally withdraw in a lump sum any or all of the Company Matching Contributions (Company Matching Account) in such Participant’s Pre-1999 KGS 401(k) Thrift Plan Account, provided that the aggregate amount of the withdrawal from the Participant’s After Tax Deposits and Company Matching Contributions is for at least $500 or the full value of the Account, if less. A Participant may request a withdrawal in writing or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee.
The amount of the withdrawal shall be withdrawn from the Participant’s Company Matching Contributions in proportion to the value of the Participant’s total Account balance.
 
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A withdrawal may be made at any time and from time to time, subject to the minimum amount stated above, and shall be paid as soon as practicable after the appropriate request is received by the Trustee. A withdrawal shall be paid in cash, except that if a Participant’s Company Matching Contributions are invested in Qualifying Employer Stock a Participant may request that the value withdrawn be distributed in whole shares of Qualifying Employer Stock. Any fractional shares shall be paid in cash, the amount of such payment to be based upon the closing price of Qualifying Employer Stock on the New York Stock Exchange Consolidated Tape, on a trading date which does not precede the date of the distribution by more than 10 days.
B. Withdrawal From Rollover Account . In the event that a Participant withdraws the full value of the After-Tax Deposits and the Company Matching Contributions under the provisions of paragraphs 2. and 11.A., above, the Participant may additionally withdraw in a lump sum any or all of the Participant’s Rollover Account in his/her Pre-1999 KGS 401(k) Thrift Plan Account; provided, that the aggregate amount of the withdrawal from the Participant’s After Tax Deposits Account, Company Matching Contributions, and rollover balance in the Participant’s account is at least $500 or the full value of the Account, if less. A Participant may request a withdrawal in writing or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee. The amount of the withdrawal shall be withdrawn from the Participant’s After Tax Deposits, Company Matching Contributions, and Rollover balance in his/her account.
A withdrawal may be made at any time and from time to time, subject to the minimum required amount stated above and shall be paid as soon as practicable after the appropriate withdrawal request is received by the Trustee. A withdrawal shall be paid in cash, except that if a Participant’s Rollover balance in his/her Account is invested in Qualifying Employer Stock, a Participant may request that the value withdrawn be distributed in whole shares of Qualifying Employer Stock. Any fractional shares shall be paid in cash, the amount of such payment to be based upon the closing price of Qualifying Employer Stock on the New York Stock Exchange Consolidated Tape, on a trading date which does not precede the date of the distribution by more than 10 trading days.
C. Prior Employer Stock . A Participant who has After-Tax Deposits in his/her Plan account invested in stock of a prior employer which has been transferred to the Trust pursuant to any merger, acquisition or similar transaction may request distribution of such stock in a manner comparable to that provided in subparagraphs 11.A. and 11.B., above, with respect to Qualifying Employer Stock.
D. Withdrawals After Age 59  1 ⁄ 2 . A Participant who has attained age 59  1 ⁄ 2 may withdraw all or a portion of his/her 401(k) Account contributions in his/her Pre-1999 KGS 401(k) Thrift Plan Account as of the end of the month next following such Participant’s delivery of request for withdrawal to the Trustee in writing or by electronic medium, telephone voice response system or other means determined and prescribed by the Committee. A withdrawal may be made at any time and from time to time during the Plan Year and shall be paid as soon as practicable after the appropriate request is received by the Trustee.
E. Hardship Withdrawals . A Participant may request an in-service distribution from his/her 401(k) Contribution Account in his/her Pre-1999 KGS 401(k) Thrift Plan Account on the basis of a hardship based upon immediate and heavy financial need to the extent and only as described and authorized under paragraph 1, of this Article XII.
 
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F. Withdrawal Penalty . In the event a Participant withdraws sums pursuant to subparagraphs 11.A. or 11.B., above, such Participant shall not be entitled to Company Matching Contributions until the first of the next month following the expiration of six (6) months from the date of such withdrawal by such Participant. This abatement of the Participant’s right to receive Company Matching Contributions shall not affect the Participant’s right to elect a Reduction in Compensation or make After-Tax Deposits to the extent otherwise permissible under the Plan.
In the event a Participant withdraws sums pursuant to the hardship distribution provisions of paragraph 1. of this Article XII, Participant shall not be entitled to Company Matching Contributions until the first of the month next following the expiration of twelve (12) months from the date of such withdrawal by the participant.
12. Qualified Reservist Distribution
Notwithstanding anything to the contrary provided in the Plan, a Participant may receive a distribution of his/her Plan Account attributable to Company contributions made pursuant to elective deferrals if such distribution constitutes a qualified reservist distribution within the meaning of Code Sections 401(k)(2)(B)(i)(V) and 72(t).
13. Suspension During Approved Leave of Absence
A Participant’s deposits and the corresponding Company Matching Contributions will be suspended automatically for the period of any Company-approved leave of absence without pay, including military and other governmental service. The Participant’s employment with the Company shall not be treated as terminated thereby for the purposes of paragraph 3. of Article XI.
14. Effect of Termination or Suspension of Participation
Any termination or suspension under any provision of this Plan, except suspension of deposits under paragraph 11. of this Article XII, shall have the effect of ending the period of the Participant’s current Plan participation. Upon or at any time after expiration of the required period following any termination, the Participant may again commence participation in the manner provided in paragraph 2. of Article II hereof as of the first day of the calendar month following the month in which he/she elects to recommence participation and a new period of such Participant’s current Plan participation shall thereupon commence.
15. No Forfeiture for Suspension or Termination
No termination or suspension of participation in the Plan or failure to resume participation at any time shall affect the Participant’s right to receive distribution of his/her account upon complete liquidation upon the terms and at the time provided in paragraph 3. of Article XI, or upon termination of the Plan as provided in this paragraph 16. of this Article XII or upon adverse modification of the Plan as provided in paragraph 3. of Article XXIV, or upon termination of the Trust as provided in paragraph 5. of Article XXIV. Furthermore, and notwithstanding any other terms or provisions of this Plan, no suspension or termination of participation under the Plan shall operate to alter a Participant’s rights, privileges, or obligations thereunder with respect to the management or disposition of his/her account with the Trustee.
 
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16. Termination of Plan
Upon a partial termination of the Plan, or upon a termination of the Plan as an entirety or as to any subsidiary of the Company, each Participant of the Company or of such subsidiary then participating, as the case may be, will receive distribution of the entire balance of his/her account, subject to the successor plan rule in 401(k)(10)(A).
17. Valuation of Securities
For the purpose of valuing a Participant’s Account in connection with any withdrawal under the provisions of this Article XII and for the purpose of any distribution in kind, any nontransferable Government bonds shall be valued at the then current redemption price thereof, and other securities shall be valued at prices determined by the Trustee, as near as practicable to those then obtainable upon a sale in the open market.
18. Plan Loans
A. Loans shall be made available to all Participants and beneficiaries on a reasonably equivalent basis.
B. Loans shall not be made available to Highly Compensated Employees, as defined in this Article I of the Plan, in an amount greater that the amount made available to other employees.
C. Loans must be adequately secured and bear a reasonable rate of interest.
D. No Participant loan shall exceed 50% of the present value of the Participant’s vested Accrued Benefit. No Participant loan may be made from a Participant Roth Elective Deferral Account.
E. If a Participant Account is subject to Qualified Joint and Survivor Annuity requirements, a Participant must obtain the consent of his or her spouse, if any, to use of the Participant’s Account Balance as security for the loan. Spousal consent shall be obtained no earlier than the beginning of the 90-day period that ends on the date on which the loan is to be so secured. The consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. Such consent shall thereafter be binding with respect to the consenting spouse or any subsequent spouse with respect to that loan.
F. In the event of default, foreclosure on the note and attachment of security will not occur until a distributable event occurs in the Plan.
G. Loan repayments will be suspended under the Plan as permitted under Code Section 414(u)(4).
 
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H. If a valid spousal consent has been obtained in accordance with paragraph 18.E., above, then notwithstanding any other provision of the Plan, the portion of the Participant’s vested account balance used as a security interest held by the Plan by reason of a loan outstanding to the Participant shall be taken into account for purposes of determining the amount of the Participant’s Account Balance payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. If less than one hundred percent (100%) of the Participant’s vested Account Balance (determined without regard to the preceding sentence) is payable to the surviving spouse, then the Participant’s Account Balance shall be adjusted by first reducing the vested Account Balance by the amount of the security used as repayment of the loan, and then determining the benefit payable to the surviving spouse.
I. No loan to any Participant or beneficiary can be made to the extent that such loan when added to the outstanding balance of all other loans to the Participant or beneficiary would exceed the lesser of (a) Fifty Thousand Dollars ($50,000) reduced by the excess (if any) of the highest outstanding balance of loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the plan on the date the loan is made, or (b) one-half of the present value of nonforfeitable Accrued Benefit of the Participant, or if greater, the total accrued benefit up to Ten Thousand Dollars ($10,000). For purposes of the above limitation, all loans from all plans of the Company and other members of a group of employers described in Code Sections 414(b), 414(c) and 414(m) are aggregated. Furthermore, any loan shall by its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five (5) years from the date of the loan, unless such loan is used to acquire a dwelling unit which within a reasonable time (determined at the time the loan is made) will be used as the principal residence of the Participant. An assignment or pledge of any portion of the Participant’s interest in the Plan and a loan, pledge, or assignment with respect to any insurance contract purchased by the Plan, will be treated as a loan under this paragraph.
19. No Withdrawal of Loan Amount
A Participant to whom a loan has been made pursuant to the provisions of paragraph 16. of this Article XII, shall not be allowed at any time to withdraw any amount from his/her Account in excess of the amount which is equal to the current value of his/her Account minus the outstanding unpaid balance of such loan together with any accrued interest thereon.
 
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ARTICLE XIII.
BENEFICIARIES IN THE EVENT OF DEATH
PARAGRAPH
1. Surviving Spouse as Primary Beneficiary
A Participant’s nonforfeitable Accrued Benefit (reduced by any security interest held by the Plan by reason of a loan outstanding to such Participant) shall be payable in full, on the death of the Participant, to the Participant’s surviving spouse, or if there is no surviving spouse or the surviving spouse consents, in the manner provided in paragraph 2. of this Article XIII, below, then to a designated beneficiary of the Participant under paragraph 3. of this Article XIII.
2. Election and Consent to Alternate Beneficiary or Beneficiaries
A Participant may elect at any time to waive the required distribution and payment of his/her Account to his/her surviving spouse in the event of his/her death. Any such election must be made in writing or by electronic means or other means by the Participant in the form and manner prescribed by the Committee. Any election by a Participant to waive the surviving spouse benefit may be revoked at any time by the Participant by a declaration of revocation delivered to the Committee in writing or by electronic medium or other means in such form and manner as it may prescribe. Any election to waive the surviving spouse benefit provided under paragraph 1. of this Article XIII above shall not take effect unless the spouse of the Participant consents to such election in writing or by electronic medium or other means prescribed by the Committee, such election designates a beneficiary which may not be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without requirement of further consent by the spouse), and the spouse’s consent acknowledges the effect of such election and is witnessed by a Plan representative or notary public; or it is established to the satisfaction of the Plan representative that the consent required of the spouse, as hereinabove provided, may not be obtained because the spouse cannot be located, or because of such other circumstances as may be prescribed by Treasury Regulations; provided, that any such consent by a spouse shall be effective only with respect to such spouse.
3. Designation of Beneficiary or Beneficiaries
A Participant who has no spouse, or who with his/her spouse’s consent has elected to waive the surviving spouse benefit as hereinabove provided, may file with the Committee, a written designation or provide and state a designation by electronic medium or other means, in the form and/or manner determined and prescribed by the Committee, of the beneficiary or the beneficiaries to receive all or part of his/her account upon his/her death, and the Participant shall also file with or provide by electronic or other means to the Committee such information as to the identity of the beneficiary or beneficiaries and the relationship of the beneficiary or beneficiaries to the Participant as the Committee may from time to time require. The last designation received by the Committee shall be controlling over any testamentary or other disposition; provided, however, that no designation, or change or cancellation thereof, under this Plan shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.
 
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4. Payment and Distribution to Beneficiary or Beneficiaries
Upon the death of a Participant, his/her account shall be paid or distributed to the Participant’s spouse, or beneficiary or beneficiaries designated by him/her as provided in the preceding paragraphs 1. through 3. of this Article XIII, or, in the absence of such designation, to the estate of the Participant or to the beneficiary or beneficiaries entitled thereto under the intestacy laws governing the disposition of his/her estate, and thereupon the Trustee, the Company, and the Committee shall not be under any further liability to anyone. Provided, that the provisions for payment of a distribution to a surviving spouse of a deceased Participant in the KGS 401(k) Thrift Plan for a designated period of time shall remain in effect and be applicable until such distribution is completed pursuant to such provisions.
5. Rollover to IRA For Non-Spouse Beneficiary
Notwithstanding the foregoing, a direct trustee-to-trustee transfer may be made of any portion of a distribution of the Plan Account of a deceased Participant or Employee to an individual retirement account established for the purpose of receiving the distribution on behalf of an individual who is a designated beneficiary of the Participant or Employee and who is not the surviving spouse of the Participant or Employee pursuant to Code Section 402(c)(11).
6. Death Benefits; Qualified Active Military Service
In the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death.
7. Death or Disability Resulting from Active Military Service; Treatment Allowed
The Company may treat an individual who dies or becomes disabled (as defined under the terms of the Plan) while performing qualified military service with respect to the Company as if the individual has resumed employment in accordance with the individual’s reemployment rights under chapter 43 of title 38, United States Code, on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability. In the case of any such treatment, and subject to the provisions of this paragraph, any full or partial compliance by the Plan with respect to the benefit accrual USERRA requirements of Code Section 414(u)(8) with respect to such individual shall be treated for purposes of Code Section 414(u)(1) as if such compliance were required under such chapter 43. This paragraph shall apply only if all individuals performing qualified military service with respect to the Company (as determined under Code Section 414(b), (c), (m), and (o)) who die or became disabled as a result of performing qualified military service prior to reemployment by the Company are credited with service and benefits on reasonably equivalent terms. The amount of employee contributions and the amount of elective deferrals of an individual treated as reemployed under this paragraph for purposes of applying Code Section 414(u)(9)(C) shall be determined on the basis of the individual’s average actual employee contributions or elective deferrals for the lesser of (i) the 12-month period of service with the employer immediately prior to qualified military service, or (ii) if service with the employer is less than such 12-month period, the actual length of continuous service with the employer.
 
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ARTICLE XIV.
SUBSIDIARIES
PARAGRAPH
1. The Plan may be modified and amended from time to time pursuant to the provisions of Article XXIII hereof for purposes of extending its benefits to one (1) or more Subsidiaries of the Company.
 
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ARTICLE XV.
ADMINISTRATION
PARAGRAPH
1. ONE Gas, Inc. Benefit Plan Administration Committee
The Plan shall be administered by the ONE Gas, Inc. Benefit Plan Administration Committee (the “Committee”) consisting of not less than three (3) members, who shall be appointed from time to time by the Board of Directors and shall serve at the pleasure of the Board. Each of the members of the Committee may from time to time designate an alternate who shall have full power to act in his/her absence or inability to act. Members of the Committee may participate in the benefits under the Plan provided they are otherwise eligible to do so. Except as otherwise provided by the Board of Directors, no member of the Committee shall receive any compensation for his/her services as such. No bond or other security shall be required of any member of the Committee in such capacity in any jurisdiction. In the absence of the Chairman of the Committee, the alternate designated by the Chairman shall preside at the meetings of the Committee. The Committee shall serve as the plan administrator within the meaning of Section 3(16)(A) of ERISA.
2. Trust, Trustee and Committee
The Company and Fidelity Management Trust Company have entered into a Trust Agreement pursuant to which the Fidelity Management Trust Company is to act as Trustee under the Plan. The Company may, without further reference to or action by any Employee, Participant, or any subsidiary of the Company participating in the Plan, (a) from time to time enter into such further agreements with the Trustee or other parties, and make such amendments to said Trust Agreement or such further agreements, as the Company may deem necessary or desirable to carry out the Plan; (b) from time to time designate successor Trustees which in each case shall be a bank or trust company having capital and surplus of not less than five hundred million dollars ($500,000,000); and (c) from time to time take such other steps and execute such other instruments as the Company may deem necessary or desirable to put the Plan into effect or to carry it out. The Board shall determine the manner in which the Company shall take any such action. Moreover, the Committee may execute such further agreements with the Trustee or other parties as it reasonably deems necessary to fulfill its own obligations with respect to administration of the Plan. The Committee shall advise the Trustee in writing with respect to all benefits which become payable under the terms of the Plan and shall direct the Trustee to pay such benefits from the respective Participants’ Accounts. The Committee shall have such other powers and duties as are specified in this instrument as the same may from time to time be constituted, and not in limitation but in amplification of the foregoing, the Committee shall have power, to the exclusion of all other persons, in its sole discretion, to make all determinations and interpretations with respect to administration of the Plan, to interpret or construe the provisions of this instrument and to determine all questions that may arise hereunder as to the status and rights of Participants and others hereunder, to decide any disputes which may arise hereunder; to construe and determine the effect of beneficiary designations; to determine all questions that shall arise under the Plan, including questions as to the rights of Employees to become
 
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Participants, as to the rights of Participants, and including questions submitted by the Trustee on all matters necessary for it properly to discharge its duties, powers, and obligations; to employ legal counsel, accountants, actuaries, consultants and agents; to establish and modify such rules and regulations for carrying out the provisions of the Plan not inconsistent with the terms and provisions hereof, as the Committee may consider proper and desirable; and in all things and respects whatsoever, without limitation, to direct the administration of the Plan and Trust with the Trustee being subject to the direction of the Committee. The Committee shall establish and maintain reasonable procedures governing the filing of benefit claims, notification of benefit determinations and appeal of adverse benefit determinations, as described in and consistent with paragraph 7 of this Article, below, and which shall also be described in the summary plan description for the Plan. The Committee may supply any omission or reconcile any inconsistency in this instrument in such manner and to such extent as it shall deem expedient to carry the same into effect and it shall be the sole and final judge of such expediency. The Committee may adopt such regulations with respect to the signature by an Employee, Participant and/or the spouse of an Employee or Participant to any directions or other papers to be signed by Employees or Participants and similar matters as the Committee shall determine in view of the laws of any state or states.
3. Plan Fiduciaries
The named fiduciary of the Plan (within the meaning of Section 402(a) of ERISA), who shall have authority to control and manage the operation and administration of the Plan, is the Committee. The Fiduciary may serve in more than one (1) fiduciary capacity under the Plan. It may employ one (1) or more persons to render advice to it. It may delegate ministerial functions to any person or persons. The Trustee and the Company may by agreement in writing arrange for the delegation by the Trustee to the Committee of any of the Trustee’s functions except the custody of the assets, the voting with respect to shares held by the Trustee, and the purchase and sale or redemption of securities. Any appointment of an additional or replacement named fiduciary in accordance with this paragraph will be subject to advance approval of the Board of Directors of the Company.
4. Action by the Committee
Any act which this instrument authorizes or requires the Committee to do may be done by a majority of the then members of the Committee. The action of such majority of the members expressed either by a vote at a meeting or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all of the members of the Committee at the time in office, provided, however, that the Committee may, in specific instances, authorize one (1) of its members to act for the Committee when and if it is found desirable and convenient to do so.
5. Costs of Plan Administration
Except as provided in paragraphs 4., 5., 6. and 8. of Article X hereof, or otherwise determined and directed by the Committee, the Company shall pay all costs and expenses incurred in administering the Plan including without limitation the expenses of the Committee, the fees and expenses of the Trustee, the fees of its counsel, and other administrative expenses.
 
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6. Uniform and Nondiscriminatory Application
All rules and decisions of the Committee shall be uniformly and consistently applied to all Employees and Participants in similar circumstances. The Committee shall be entitled to rely upon information furnished by the Company pertinent to any calculation or determination made pursuant to this Plan.
7. Summary Plan Description; Claims Procedures
The Committee shall cause to be furnished to each Participant, in a manner calculated to ensure actual receipt, a written summary plan description of the Plan and shall periodically update such summary plan description or furnish a written summary of material modifications describing any amendments to the Plan. Such summary plan description shall include the designation of the plan administrator, name of the Trustee, and shall set forth the Participant’s rights and duties with respect to the benefits available to him/her under the Plan; provided, however, that in the event of any conflict between the terms of this Plan and such written summary plan description or summary of material modifications, the terms of this Plan shall control.
The summary plan description shall include a description of claims procedures, which shall contain provisions that are consistent with the following terms of this paragraph. Any decisions of the Committee respecting an Employee’s right to become a Participant in the Plan or the right of a Participant or beneficiary to benefits shall be delivered to the Employee, Participant or beneficiary in writing. If an Employee, Participant or beneficiary is denied benefits under the Plan, the Committee shall notify the Employee, Participant or beneficiary of its decision with a written or electronic notification. Such notification shall set forth (i) the specific reason or reasons for the denial or adverse determination, (ii) the specific Plan provisions on which the determination is based, (iii) a description of any additional material or information necessary for the Employee, Participant or beneficiary (hereinafter also referred to as a “claimant”) to perfect the claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and time limits applicable to such procedures, including a statement of the right of a claimant to bring a civil action under ERISA following an adverse benefit determination on review.
A claimant shall have a right to a full and fair review of a claim and adverse benefit determination, and in all cases of such review (i) a claimant shall have at least sixty (60) days following receipt of notification of an adverse benefit determination within which to appeal such determination, (ii) a claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim for benefits (iii) a claimant shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records and other information the Committee determines to be relevant to the claimant’s claim for benefits, and (iv) a review that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. A claimant shall be notified of the determination of the Committee and Plan on review within a reasonable time, but not later than sixty (60) days after the receipt of the claimant’s request for review, unless the Committee and Plan determine that special circumstances require an extension of time for processing of the claim and review, in which event written notice of such extension shall be furnished to the
 
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claimant prior to the termination of the initial sixty (60) day period, and in no event shall such extension exceed a period of sixty (60) days from the end of such initial period; and such notice of extension shall indicate the special circumstances requiring an extension of time and the date by which the Committee and Plan expect to render the determination on review. A claimant shall be provided by the Committee and Plan a written or electronic notification of a benefit determination on review. In the case of an adverse benefit determination on review, such notification shall set forth (i) the specific reason or reasons for the adverse determination, (ii) reference to the specific Plan provisions on which the benefit determination is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, or other information the Committee determines to be relevant to the claimant’s claim for benefits, and (iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and a statement of the claimant’s right to bring an action under section 502(a) of ERISA.
The Company, the Committee and other Plan fiduciaries shall be fully protected in relying on the accuracy and completeness of all personal data, consents, elections and designations provided by any Participant, and each Participant shall be solely responsible for the accuracy and completeness of such information. If the Committee or any other Plan fiduciary acts or fails to act with respect to a Participant or a Participant’s Account under the Plan, and the Participant knows or reasonably should have known of such act or failure to act (such as by timely reviewing periodic Account statements and timely reviewing payroll statements), then the Participant’s failure to notify the Committee or other applicable Plan fiduciary within a reasonable period of time (not to exceed one year) shall be deemed an acceptance and ratification of such act or failure to act, and the Company, the Plan, the Committee and applicable Plan fiduciary shall be forever discharged from liability with respect to such act or failure to act to the same extent as if the absence of such liability had been finally adjudicated in federal court.
8. Electronic Medium Notices and Elections; ERISA Disclosure and Reporting
A. The Plan may use an electronic medium to provide applicable notices and for the making of Participant elections to the maximum extent permitted by law. Any electronic system used by the Plan shall be reasonably designed to provide the information in any notice to an Employee, Participant or other recipient in a manner that is no less understandable to the recipient than a written document. Such electronic system used by the Plan shall be reasonably designed to alert the recipient at the time a notice is provided, to the significance of the information in the notice, any instructions needed to access the notice and the availability of a paper copy at no cost to the recipient.
B. Notwithstanding any other provision stated, expressed or implied to the contrary in this Plan document, the Plan may be administered with respect to any election, consent, direction or other right, act, or feature provided for under or in connection with the Plan, by the Committee authorizing, directing or allowing that such things be done, delivered, provided or communicated by written instrument or by electronic medium, telephone voice response system or any other means authorized and permitted under applicable laws and regulations, and determined and prescribed from time to time by the Committee.
 
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9. Recognition of Agency Relationships
The Trustee need not recognize the agency of any party for an Employee or Participant unless it shall receive documentary evidence thereof satisfactory to it and thereafter from time to time, as the Trustee may determine, additional documentary evidence showing the continuance of such agency; provided that the Trustee shall not be required to recognize any agency which the Trustee deems to be a device for violating the provisions of Article XVII. Until such time as the Trustee shall receive documentary evidence satisfactory to it of the cessation or modification of any agency, the Trustee shall be entitled to rely upon the continuance of such agency and to deal with the agent as if he/she or it were the Employee or Participant.
10. Valuation of Trust Assets
The Trustee shall value the assets of the Plan Trust as of the close of the last day of the Plan Year, and more frequently, if directed by the Committee. The assets of the Trust shall be valued at their fair market value and the Committee shall, in accordance with a method consistently followed and uniformly applied, allocate the sums contributed by the Company and Participants, plus the net income or minus the net loss of the Trust, and plus the net appreciation or minus the net depreciation in the Trust assets, to the separate Participants’ Accounts of the respective Participants under the Plan in accordance with the foregoing and the provisions of Article X of the Plan.
11. Allocation and Delegation of Committee Responsibilities
The Committee may (i) allocate among any of the members of the Committee any of the responsibilities of the Committee under the Plan or (ii) designate any person, firm, or corporation that is not a member of the Committee to carry out any of the responsibilities of the Committee under the Plan. Any such allocation or designation shall be made pursuant to a written instrument signed by a majority of the members of the Committee or its duly authorized representative and fiduciary. If such allocation or designation occurs, then the person, firm, or corporation designated, or to whom such allocation and delegation of authority, responsibilities, or duties is made, shall, upon acceptance thereof by them, be solely responsible for performing the delegated, allocated, or designated duties and functions until such delegation may terminate from time to time.
12. Audit
The independent accountants who audit the books and accounts of the Company shall annually examine the records of the Company and the Committee in respect of the Plan and, on the basis of such examination, make such report to the Trustee as it may request. The records of the Trustee and (subject to such report by said independent accountants) the records of the Company and the Committee shall be conclusive in respect of all matters involved in the administration of the Plan.
13. Annual Reports
The Committee shall annually furnish to each Participant a statement as of the end of the previous Plan Year, at such time and in such form as the Committee shall determine, setting forth the account of such Participant. Such statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Trustee within thirty (30) days after the mailing of such statement to the Participant.
 
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ARTICLE XVI.
NOTICES AND OTHER COMMUNICATIONS
PARAGRAPH
1. Delivery of Notices and Other Documents
All notices, reports, and statements given, made, delivered, or transmitted to a Participant shall be deemed duly given, made, delivered, or transmitted when mailed, by such class of mail as the Trustee may deem appropriate, with postage prepaid and addressed to the Participant at the address last appearing on the books of the Company. A Participant may change his/her address from time to time by written notice in form prescribed by the Committee.
2. Delivery of Communications by Participants
Written directions, notices, and other communications from Participants to the Company, the Trustee, or the Committee shall be mailed by first-class mail or delivered to such location as shall be specified in regulations or upon the forms prescribed by the Committee, and shall be deemed to have been given when received at such location.
 
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ARTICLE XVII.
NON-ASSIGNABILITY
PARAGRAPH
1. General
To the extent permitted by law, it is a condition of the Plan, and all rights of each Participant shall be subject thereto, that no right or interest of any Participant in the Plan or in his/her account shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including (but without limitation) execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, but excluding devolution by death or mental incompetency; and no right or interest of any Participant in the Plan or in his/her account shall be liable for or subject to any obligation or liability of such Participant.
2. Loans
The foregoing limitation in paragraph 1. shall not apply to a loan made to a Participant if such loan is secured by the Participant’s accrued nonforfeitable benefit and such loan is made in accordance with the nondiscriminatory loan policy prescribed in paragraph 18. of Article XII.
3. Qualified Domestic Relations Orders
The foregoing limitation shall not apply to a Qualified Domestic Relations Order, and payments shall be made hereunder in accordance with the applicable requirements of any such Qualified Domestic Relations Order in accordance with written procedures to be established by the Committee to determine the qualified status of domestic relations orders and to administer distributions under such orders in accordance with Section 206(d)(3) of ERISA, and regulations thereunder. For purposes of this Plan a “Qualified Domestic Relations Order” means any judgment, decree, or order (including approval of a property settlement) which creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to receive all or a portion of the benefits payable with respect to a Participant under this Plan, and relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant, is made pursuant to a state domestic relations law (including a community property law), and which meets the requirements of Section 206(d)(3)(C) and (D) of ERISA. For purposes of the foregoing, an “alternate payee” means any spouse, former spouse, child, or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of, the benefits payable under the Plan with respect to such Participant.
 
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ARTICLE XVIII.
TERMS OF EMPLOYMENT UNAFFECTED
PARAGRAPH
1. Participation in the Plan by a Participant shall in no way affect any of the Company’s rights to assign such Participant to a different job or position; to change his/her title, authority, duties, or rate of compensation; or to terminate his/her employment.
 
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ARTICLE XIX.
CONSTRUCTION OF PLAN
PARAGRAPH
1. The Plan shall be governed by and construed in accordance with the laws of the State of Oklahoma. Any interpretation of the Plan by the Committee shall be conclusive and may be relied upon by the Trustee and all parties in interest.
 
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ARTICLE XX.
TOP-HEAVY RULES
PARAGRAPH
1. Minimum Contribution
If this Plan is top-heavy in any Plan Year, the Plan guarantees a minimum contribution of three percent (3%) of Compensation for each Non-key Employee who is a Participant employed by the Company on the last day of the Plan Year. If the contribution rate for the Key Employee with the highest contribution rate is less than three percent (3%), the guaranteed minimum contribution for Non-key Employees under this paragraph 1. shall equal the highest contribution rate received by a Key Employee. The contribution rate is the sum of Company contributions (not including Company contributions to Social Security) and any forfeitures allocated to the Participant’s Account for the Plan Year divided by his/her Compensation for the Plan Year taking into consideration amounts contributed as a result of a salary reduction arrangement in determining the contributions made on behalf of Key Employees. All qualified defined contribution plans maintained by the Company shall be considered as a single plan for purposes of determining the contribution rate. For any year in which the Plan is top-heavy, each Non-key Employee shall receive a minimum contribution if not separated from service at the end of the Plan Year regardless of whether such Non-key Employee has declined to make any mandatory contribution otherwise required by the Plan.
If this Plan is top-heavy and any Participant in the Plan is a Participant in any other top-heavy defined contribution plan(s) maintained by the Company, then this Plan shall provide the defined contribution plan minimum contribution for all such top-heavy defined contribution plans.
If any Participant in the Plan is also covered by a top-heavy defined benefit plan of the Company, the aggregate top-heavy minimum benefit requirement for such Participant for all plans affected shall be satisfied by such Participant receiving a safe harbor minimum defined contribution under this Plan equal to at least five percent (5%) of his/her Compensation for each Plan Year such plans are top-heavy, all in accordance with and pursuant to the provisions of Treasury Regulations, §1.416-1, M-12, and any amendment thereto.
2. Rate of Minimum Contribution
To the extent the contribution rate with respect to a Non-key Employee for a Plan Year as described in paragraph 1. above, is less than the minimum contribution, the Company will increase its contribution for such Employee to the extent necessary so his/her contribution rate for the Plan Year shall equal the guaranteed minimum contribution. The required additional contribution shall be made from net profits of the Company to the extent available, but if for a particular Plan Year there are no profits out of which to make contributions to the Plan, the Company shall nevertheless make the minimum guaranteed contribution for each Non-key Employee. The Committee shall allocate the additional contribution to the account of the Non-key Employee for whom the Company makes the contribution.
 
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3. Top-Heavy Status Determination
The Plan is top-heavy for a Plan Year if the top-heavy ratio as of the Determination Date exceeds sixty percent (60%). The top-heavy ratio is a fraction, the numerator of which is the present value of the Accrued Benefit of all Key Employees as of the Determination Date, the contributions due as of the Determination Date, and distributions made within the one-year period immediately preceding the Determination Date, and the denominator of which is a similar sum determined for all Participants under this Plan; provided, that if any individual has not performed services for the Company at any time during the one (1)-year period ending on the Determination Date, any accrued benefit for such individual (and on account of such individual) shall not be taken into account. The foregoing determination of top-heaviness, and the top-heavy ratio shall also apply to distributions under a terminated plan which if it had not been terminated would have been required to be included in an aggregation group including the Plan. The Committee shall calculate the top-heavy ratio without regard to any Non-key Employee who was formerly a Key Employee. The Committee shall calculate the top-heavy ratio, including the extent to which it must take into account any distributions, rollovers, and other transfers, in accordance with Code Section 416 and the regulations thereunder.
If the Company maintains any other qualified plans, this Plan is a top-heavy plan only if it is part of the Top-Heavy Aggregation Group, and the top-heavy ratio for both the Top-Heavy Aggregation Group and the Additional Aggregation Group exceeds sixty percent (60%). The Committee shall calculate the top-heavy ratio and determine top-heavy status for the aggregation of plans for a particular year by the following procedures:
A. The present value of accrued benefits (including distribution to Key Employees) is determined separately for each plan as of each plan’s Determination Date;
B. The plans are then aggregated by adding together the results for each plan as of the Determination Dates for such plans that fall within the same calendar year, and
C. The combined results shall indicate whether or not the plans so aggregated are top heavy.
The Plan shall not be considered to be a top-heavy plan if it at any time consists solely of a cash or deferred arrangement which meets the requirements of Code Section 401(k)(12) or 401(k)(13), and matching contributions with respect to which the requirements of Code Section 401(m)(11) and 401(m)(12) are met. If, but for the preceding sentence, the Plan would be treated as a top-heavy plan because it is a member of an aggregation group which is a top-heavy group, contributions under the Plan may be taken into account in determining whether any other plan in the group meets the requirements of requirements of providing minimum contributions and benefits under Code Section 416(c).
4. Vesting
The vesting in Plan benefits for Participants provided in paragraph 1. of Article XI, shall be applicable to this Plan as a top-heavy plan.
 
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5. Definitions
For purposes of applying the provisions of this Article XXI, the following definitions shall be applicable:
A. “Key Employee” means as of any Determination Date, any Participant or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Company having an annual compensation greater than One Hundred Seventy Thousand Dollars ($170,000) (as adjusted under Code Section 416(i)(1)), a five-percent (5%) owner of the Company, or a one-percent (1%) owner of the Company who has total annual compensation from the Company of more than One Hundred Fifty Thousand Dollars ($150,000). For this purpose, annual compensation means compensation within the meaning of Code Section 415(c)(3). The determination of who is a key employee shall be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability thereunder.
B. “Non-key Employee” means a Participant who does not meet the definition of Key Employee, and such Participant’s beneficiary or beneficiaries.
C. “Five percent (5%) owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Company or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Company.
D. “One percent (1%) owner” means any person who would be described in subparagraph C., above, if “one percent (1%)” were substituted for “five percent (5%)” each place it appears in subparagraph C., above.
For purposes of the foregoing, subparagraph (C) of Code Section 318(a)(2) shall be applied by substituting “five percent (5%)” for “fifty percent (50%);” the rules of Subsection (b), (c), and (m) of Code Section 414 shall not apply for purposes of determining ownership of the Company; and the term “compensation” shall have the meaning given such term by Code Section 414(q)(7).
E. “Accrued Benefit” shall mean the amount of the Participant’s account under this Plan as of any particular date derived within the limitation year for this Plan.
F. “Top-Heavy Aggregation Group” means each qualified plan of the Company in which at least one (1) Key Employee participates (in the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years) and any other qualified plan of the Company which, when considered with such qualified plans with Key Employee participants, enables such plans (those with at least one (1) Key Employee) to meet the coverage and nondiscrimination rules of Code Sections 401(a)(4) or 410.
G. “Additional Aggregation Group” means the Top-Heavy Aggregation Group plus any other qualified plans maintained by the Company, but only if such group would satisfy in the aggregate the requirements of Code Sections 401(a)(4) and 410. The Committee shall determine which plan or plans to consider in determining the Additional Aggregation Group.
 
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H. “Determination Date” for any Plan Year is the last day of the preceding Plan Year. For the first Plan Year, this date shall be the last day of such Plan Year.
I. “Valuation Date” means the annual date on which Plan assets are to be valued hereunder for the purpose of determining the value of account balances, which occurred most recently within a twelve (12)-month period ending on the determination date.
 
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ARTICLE XXI.
TRANSFERRED SUBSIDIARY PLAN ACCOUNTS
PARAGRAPH
1. General
If a Participant was a participant in a defined contribution plan of a subsidiary of ONEOK that is subject to Code Sections 401(a)(11) and 417 with respect to that Participant, from which assets in which the Participant had a vested account and benefits have been transferred directly or indirectly on or after January 1, 1985, to the Trust of this Plan pursuant to paragraphs 1. and 2. of Article V, that vested account and benefits (hereinafter referred to as “Transferred Participant Account”) of the Participant shall be held, invested, maintained and distributed in accordance with this Article XXII.
2. Separate Accounting and Accrual
A Participant’s Transferred Participant Account shall be accounted for separately from all other of his/her contributions hereunder and the Company’s contributions to his/her regular Participant Account. The Participant’s rights in his/her accrued benefit derived from his/her Transferred Participant Account shall be nonforfeitable, and any income and earnings therefrom and accretions thereon, shall be separately accounted for and become vested in such Participant immediately upon receipt thereof by the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of investments) and the Participant may not thereafter be deprived of such funds under any provision of the Plan.
3. Other Plan Provisions Applicable
Except as otherwise provided in this Article XXII, the Transferred Participant Account of any Participant shall be separately held, accounted for, and distributed, but in the same manner and subject to the same rules, requirements, and limitations as generally apply to a Participant’s account under all provisions of this Plan.
4. Distributions
Subject to paragraphs 7. and 8., below, the Transferred Participant Account of a Participant shall not be distributed under a method of payment which, as of the Required Beginning Date, does not satisfy the minimum distribution requirements established by this Article XXII or paragraph 10. of Article XI, or which is not consistent with Treasury regulations. The minimum distribution for a calendar year equals the Participant’s nonforfeitable accrued benefit in his/her Transferred Participant Account at the beginning of the year divided by the Participant’s life expectancy or, if applicable, the life expectancy of such Participant and his/her designated beneficiary. For the purposes of this Article XXII, the “Required Beginning Date” shall mean the latest date for distribution to a Participant stated in paragraph 10. of Article XI. In computing a minimum distribution, the life expectancy multiples under Treasury Regulations, Section 1.72-9 shall be
 
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used. For purposes of such computation, a Participant’s life expectancy may be recalculated no more frequently than annually, but the life expectancy of a nonspouse beneficiary may not be recalculated. If the Participant’s spouse is not the designated beneficiary, the method of distribution selected must provide that the present value of the payments to be made to the Participant is more than fifty percent (50%) of the present value of the total payments to the Participant and his/her beneficiaries.
5. Consent of Distribution
A Participant and the spouse of the Participant (or where the Participant has died, the surviving spouse) must consent to the form of the distribution of the Transferred Participant Account the Committee directs the Trustee to make if: (i) the present value of the Participant’s nonforfeitable accrued benefit exceeds five thousand dollars ($5,000); (ii) the Qualified Joint and Survivor Annuity provisions stated below in this Article XXII apply to the distribution; and (iii) a distribution in a form other than a Qualified Joint and Survivor Annuity is to be made.
6. Time of Distribution
If distribution of a Participant’s Transferred Participant Account in other than lump-sum is authorized by this Article XXII, then upon the death of the Participant, the Participant’s Transferred Participant Account shall be paid in accordance with this paragraph. If the Participant’s death occurs after payment of the Participant’s Transferred Participant Account has begun, payment thereof shall be completed over a period which does not exceed the payment period which had commenced. If the Participant’s death occurs prior to the time payment of the Participant’s benefit from the Transferred Participant Account has begun, the payment thereof shall be made over a period not exceeding (i) five (5) years after the date of the Participant’s death, or (ii) if the beneficiary is a designated beneficiary, over the designated beneficiary’s life expectancy; but payment of the Participant’s Transferred Participant Account over a period described in (ii) shall not be made unless such payment to the designated beneficiary begins no later than one (1) year after the date of the Participant’s death or, if later, and the designated beneficiary is the Participant’s surviving spouse, the date the Participant would have attained age seventy and one-half (70  1 ⁄ 2 ).
7. Qualified Joint and Survivor Annuity; Qualified Preretirement Survivor Annuity
The Committee shall direct the Trustee to distribute a married or unmarried Participant’s Transferred Participant Account, otherwise payable in annuity form, in the form of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity, unless the Participant makes a valid election to waive the Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity under paragraph 8. of this Article XXII, below.
If a Participant elects at any time during the Applicable Election Period to waive the Qualified Joint and Survivor Annuity form of benefit or the Qualified Preretirement Survivor Annuity form of benefit (or both), the Participant shall be allowed to elect the Qualified Optional Survivor Annuity form of benefit at any time during the Applicable Election Period.
 
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A “Qualified Joint and Survivor Annuity” is an annuity which is purchasable with the Participant’s Transferred Participant Account and which is payable for the life of the Participant with, if the Participant is married on the Annuity Starting Date, a survivor annuity payable for the life of the Participant’s surviving spouse equal to fifty percent (50%) of the amount of the annuity payable during the joint lives of the Participant and his/her spouse, and which is the actuarial equivalent of a single annuity for the life of the Participant. On or before the Annuity Starting Date, the Committee, in its sole discretion without Participant or spousal consent, may direct the Trustee to pay the Participant’s Transferred Participant Account in a lump sum, in lieu of a Qualified Joint and Survivor Annuity, if the present value of the Participant’s Transferred Participant Account (excluding accumulated deductible employee contributions) does not exceed five thousand dollars ($5,000).
“Qualified Optional Survivor Annuity” means (ii) an annuity for the life of the Participant with a survivor annuity for the life of the spouse which is equal to the applicable percentage of the amount of the annuity which is payable during the joint lives of the Participant and the spouse, and (ii) which is the actuarial equivalent of a single annuity for the life of the participant. Such term also includes any annuity in a form having the effect of an annuity described in the preceding sentence. For purposes of this paragraph and definition if the survivor annuity percentage is less than 75 percent, the applicable percentage is 75 percent, and if the survivor annuity percentage is greater than or equal to 75 percent, the applicable percentage is 50 percent. For purposes of this paragraph and definition, the term “survivor annuity percentage” means the percentage which the survivor annuity under the Plan’s qualified joint and survivor annuity bears to the annuity payable during the joint lives of the Participant and the spouse.
If a married Participant dies before the Annuity Starting Date and such Participant has a surviving spouse, the Committee shall direct the Trustee to distribute the Participant’s Transferred Participant Account to the Participant’s surviving spouse in the form of a Qualified Preretirement Survivor Annuity, unless the Participant has a valid waiver election in effect. A “Qualified Preretirement Survivor Annuity” is an annuity which is actuarially equivalent to fifty percent (50%) of the Participant’s Transferred Participant Account (determined as of the date of the Participant’s death) and which is payable for the life of the Participant’s surviving spouse. Any security interest held by reason of a loan outstanding to the Participant shall be taken into account in determining the amount of the Qualified Preretirement Survivor Annuity. The Participant’s surviving spouse may elect to have the Trustee commence payment of the Qualified Preretirement Survivor Annuity within a reasonable period of time following the date of the Participant’s death. Furthermore, if the present value of the Participant’s Transferred Participant Account exceeds five thousand dollars ($5,000), the Committee shall not direct the Trustee to distribute the Qualified Preretirement Survivor Annuity to the Participant’s surviving spouse prior to the date the Participant would have attained age sixty-five (65) without the written consent of the surviving spouse. The Committee, in its sole discretion, may direct the Trustee to make a lump-sum distribution to the Participant’s surviving spouse in lieu of a Qualified Preretirement Survivor Annuity, if the present value of the Participant’s Transferred Participant Account is not greater than five thousand dollars ($5,000).
If the Participant has in effect a valid waiver election regarding the Qualified Joint and Survivor Annuity or the Qualified Preretirement Survivor Annuity, the Committee shall direct the Trustee to distribute the Participant’s Transferred Participant Account in accordance with paragraphs 3. and 4., above. For purposes of applying this Article XXII, the Committee shall treat a former spouse as the Participant’s spouse or surviving spouse to the extent provided under a Qualified Domestic Relations Order (as defined in Code Section 414(p)).
 
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8. Notices; Waiver Election
Within the Applicable Notice Period with respect to such Participant, the Company shall provide the Participant a written explanation of the terms and conditions of the Qualified Joint and Survivor Annuity and a Qualified Optional Survivor Annuity, the Participant’s right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit, the effect of an election of a Qualified Optional Survivor Annuity, the rights of the Participant’s spouse to consent to such a waiver election, and the right to make and the effect of a revocation of the Participant’s waiver election. A Participant may elect at any time during the Applicable Election Period to waive the Qualified Joint and Survivor Annuity form of benefit. The Participant may revoke a waiver of the Qualified Joint and Survivor Annuity, or an elected Qualified Optional Survivor Annuity or make a new waiver at any time during the Applicable Election Period.
The Annuity Starting Date for a distribution in a form other than a Qualified Joint and Survivor Annuity may be less than thirty (30) days after receipt of the written explanation described in the preceding paragraph provided: (1) the Participant has been provided with information that clearly indicates that the Participant has at least thirty (30) days to consider whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal consent) to a form of distribution other than a Qualified Joint and Survivor Annuity, including a Qualified Optional Survivor Annuity; (2) the Participant is permitted to revoke any affirmative distribution election at least until the Annuity Starting Date or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; and (3) the Annuity Starting Date is a date after the date that the written explanation was provided to the Participant.
A married Participant’s waiver election is not valid after December 31, 1984, unless (i) the Participant’s spouse (to whom the survivor annuity is payable under the Qualified Joint and Survivor Annuity) has consented in writing to the waiver election, (ii) such election designates a beneficiary (or form of benefit) which may not be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without any requirement of further consent by the spouse), and (iii) the spouse’s consent acknowledges the effect of the election, and a notary public or the Company (or its Plan representative) witnesses the spouse’s consent. The spouse’s consent to a waiver of the Qualified Joint and Survivor Annuity shall be irrevocable unless the Participant revokes the waiver election.
The Company may accept as valid a waiver election which does not satisfy the spousal consent requirements, if the Company establishes the Participant does not have a spouse, the Company is not able to locate the Participant’s spouse, or other circumstances exist under which the Treasury Regulations excuse the consent requirement.
Notwithstanding the foregoing, a Qualified Joint and Survivor Annuity, Qualified Optional Survivor Annuity and Qualified Preretirement Survivor Annuity will not be provided unless the Participant and spouse had been married throughout the one-year period ending on the earlier of
 
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(i) the Participant’s Annuity Starting Date or (ii) the date of the Participant’s death; except that if a Participant marries within one (1) year before the Annuity Starting Date, and the Participant and the Participant’s spouse in such marriage have been married for at least a one-year period ending on or before the date of the Participant’s death, such Participant and such spouse shall be treated as having been married throughout the one-year period ending on the Participant’s Annuity Starting Date.
With respect to any Participant’s Transferred Participant Account subject to paragraph 7., the Company shall provide to each Participant, within the Applicable Notice Period with respect to such Participant in a manner consistent with Treasury Regulations, a written explanation of the terms and conditions of the Qualified Optional Survivor Annuity comparable to the explanation of the Qualified Joint and Survivor Annuity required hereunder.
With respect to any Participant’s Transferred Participant Account subject to paragraph 7., the Company shall provide to each Participant, within the Applicable Notice Period with respect to such Participant in a manner consistent with Treasury Regulations, a written explanation of the terms and conditions of the Qualified Preretirement Survivor Annuity comparable to the explanation of the Qualified Joint and Survivor Annuity required hereunder. If the Participant’s Transferred Participant Account is not subject to paragraph 7. above prior to the time the Company must provide the written explanation of the Qualified Preretirement Survivor Annuity, the Company shall provide the written explanation within a reasonable period consistent with Treasury Regulations following the time the Participant’s Transferred Participant Account first is subject to this Article XXII, but not later than the close of the second Plan Year following the Plan Year in which the Participant enters the Plan or first becomes subject to paragraph 7. A Participant may elect at any time during the Applicable Election Period to waive the Qualified Preretirement Survivor Annuity form of benefit. A Participant may revoke a waiver of the Qualified Preretirement Survivor Annuity or make a new waiver at any time during the Applicable Election Period.
A Participant’s waiver election of the Qualified Preretirement Survivor Annuity is not valid unless (i) the Participant makes the waiver election no earlier than the first day of the Plan Year in which he/she attains age thirty-five (35), and (ii) after December 31, 1984, the Participant’s spouse (to whom the Qualified Preretirement Survivor Annuity is payable) satisfies the consent requirements described above. The spouse’s consent to a waiver of the Qualified Preretirement Survivor Annuity is irrevocable unless the Participant revokes the waiver election. Irrespective of the time of election requirement described in (I), if the Participant separates from service prior to the first day of the Plan Year in which he/she attains age thirty-five (35), the Company may accept a waiver election with respect to the Transferred Participant Account attributable to his/her service prior to his/her separation from service.
9. Definitions; and Applicable Rules
For purposes of paragraphs 7. and 8. of this Article XXII, the term “Annuity Starting Date” means with respect to the Participant’s Transferred Participant Account (i) the first day of the first period for which an amount is payable as an annuity, or (ii) in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitle the Participant to such benefit.
 
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The term “Earliest Retirement Age” means the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits with respect to his/her Transferred Participant Account. The term “Applicable Notice Period” means, with respect to a Qualified Joint and Survivor Annuity for a Participant, a reasonable period of time of not less than thirty (30) days and not more than one hundred eighty (180) days before the Annuity Starting Date (as consistent with applicable Treasury Regulations).
With respect to a Qualified Preretirement Survivor Annuity for a Participant, the “Applicable Notice Period” means whichever of the following periods ends last: (i) the period beginning with the first day of the Plan Year in which the Participant attains age thirty-two (32) and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age thirty-five (35); (ii) a reasonable period after the individual becomes a Participant; (iii) a reasonable period ending after the Plan ceases to fully subsidize costs of the benefit, if applicable; or (iv) a reasonable period ending after Code Section 401(a)(11) applies to the Participant provided that in the case of a Participant who separates from service before attaining age thirty-five (35), the Applicable Notice Period shall be a reasonable period after separation.
The term “Applicable Election Period” means (i) with respect to a Qualified Joint and Survivor Annuity, the one hundred eighty (180) day period ending on the Annuity Starting Date and (ii) with respect to a Qualified Preretirement Survivor Annuity, the period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the Participant’s death.
The present value of a qualified joint and survivor annuity benefit or a qualified preretirement survivor annuity benefit shall be calculated by using the Applicable Mortality Table and the Applicable Interest Rate. For purposes of the preceding sentence the terms “Applicable Mortality Table” and “Applicable Interest Rate” shall have the meaning for such terms stated in Code Section 417(e)(3), Treasury regulations promulgated under that section, and in applicable rulings and guidance published by the Internal Revenue Service with respect to such terms and the Code, including without limitation, changes enacted by the Pension Protection Act of 2006 (P. L. 109-280). Provided, that the Plan and amendment thereof to add the preceding sentence shall be applied and interpreted consistent with the Code in such manner as does not decrease the accrued benefit of a Participant.
 
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ARTICLE XXII.
NGC PROFIT SHARING/401(k) SAVINGS PLAN
TRANSFERRED ACCOUNTS
PART A.
General Provisions/Administration of Transferred NGC Accounts
PARAGRAPH
1. General
If a Participant was a participant in the NGC Profit Sharing/401(k) Savings Plan (“NGC Plan”) from which assets in which the Participant had a vested account and benefits have been transferred directly to the Trust of this Plan pursuant to Paragraph 3 of Article V, that vested account and benefits (hereinafter referred to as “Transferred NGC Account”) of the Participant shall be held, invested, maintained, administered and distributed in accordance with this Article XXIII.
2. Separate Accounting and Accrual
A Participant’s Transferred NGC Account shall be accounted for separately from all other of his/her contributions hereunder and the Company’s contributions to his/her regular Participant Account. The Participant’s rights in his/her accrued benefit derived from his/her Transferred NGC Account shall be fully vested and nonforfeitable, and any income and earnings therefrom and accretions thereon, shall be separately accounted for and become vested in such Participant immediately upon receipt thereof by the Trustee of such income, earnings and accretions, and (subject to subsequent loss through decline in value of investments) and the Participant may not thereafter be deprived of such funds under any provision of the Plan. The Transferred NGC Account of a Participant shall be paid and distributed in the forms of benefit provided under the NGC Plan prior to the transfer thereof to this Plan in such manner as is required to satisfy the applicable provisions of Section 411(d)(6) of the Code, and Treasury Regulations thereunder.
3. Other Plan Provisions Applicable
Except as otherwise provided in this Article XXIII, the Transferred NGC Account of any Participant shall be separately held, accounted for, and distributed, but in the same manner and subject to the same rules, requirements, and limitations as generally apply to a Participant’s Account or parts thereof pertinent under all provisions of this Plan.
 
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PART B.
Transferred NGC Accounts; Retirement Benefits
A Participant who terminates his/her employment on or after his/her Normal Retirement Date shall be entitled to a retirement benefit, payable at the time and in the form provided in Part F of this Article XXIII, equal in value to the aggregate amount in his/her Transferred NGC Account on his/her Annuity Starting Date. Any contribution or addition allocable to a Participant’s Transferred NGC Account after his/her Annuity Starting Date shall be distributed, if his/her benefit was paid in a lump sum, or used to increase his/her payments, if his/her benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such contribution or addition is paid to the Trust of the Plan.
PART C.
Transferred NGC Accounts; Disability Benefits
1. Disability Benefits
In the event a Participant’s employment is terminated, and such Participant is totally and permanently disabled, as determined pursuant to Paragraph 2 of this Part C, below, such Participant shall be entitled to a disability benefit, payable at the time and in the form provided in Part F of this Article XXIII equal in value to the aggregate amount in his/her Transferred NGC Account on his/her Annuity Starting Date. Any contribution or addition allocable to a Participant’s Transferred NGC Account after his/her Annuity Starting Date shall be distributed, if his/her benefit was paid in a lump sum, or used to increase his/her payments, if his/her benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such contribution or addition is paid to the Trust of the Plan.
2. Total and Permanent Disability Determined
A Participant shall be considered totally and permanently disabled if the Committee determines, based on a written medical opinion (unless waived by the Committee as unnecessary), that such Participant is permanently incapable of performing his/her job for physical or mental reasons.
PART D.
Transferred NGC Accounts; Severance Benefits
Each Participant whose employment is terminated prior to his/her Normal Retirement Date for any reason other than total and permanent disability (as defined in Paragraph 2 of Part C of this Article XXIII) or death shall be entitled to a benefit that is payable at the time and in the form provided in Part F of this Article XXIII, equal in value to his/her Vested Interest in the aggregate amount in his/her Transferred NGC Account on his/her Annuity Starting Date. A Participant’s Vested Interest in any contribution allocable to such Participant’s Transferred NGC Account after his/her Annuity Starting Date shall be distributed, if his/her benefit was paid in a lump sum, or used to increase his/her payments, if his/her benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such contribution is paid to the Trust of the Plan.
 
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PART E.
Transferred NGC Accounts; Death Benefits
Upon the death of a Participant while an Employee, the Participant’s Eligible Surviving Spouse or designated beneficiary shall be entitled to a death benefit, payable at the time and in the form provided in Part F of this Article XXIII, equal in value to the aggregate amount in his/her Transferred NGC Account on his/her Annuity Starting Date. Any contribution allocable to a Participant’s Transferred NGC Account after his/her Annuity Starting Date shall be distributed, if his/her benefit was paid in a lump sum, or used to increase payments, if his/her benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such contribution is paid to the Trust of the Plan.
PART F.
Transferred NGC Accounts; Time and Form of Payment of Benefits
1. Time of Payment
A. Subject to the provisions of the remaining Paragraphs of this Part, a Participant’s Annuity Starting Date shall be the date that is as soon as administratively feasible after the date the Participant or his/her beneficiary becomes entitled to a benefit pursuant to Parts B, C, D and E, of this Article XXIII, but no earlier than the expiration of the seven-day period that begins the day after the information required to be furnished pursuant to Paragraph 2(C) of this Part F, has been furnished to the Participant.
B. Unless a Participant (1) has attained age sixty-five, (2) has died (A) without leaving an Eligible Surviving Spouse or (B) with an election in effect, pursuant to Paragraph 3(b) of this Part F, not to receive the standard death benefit set forth in Paragraph 3(a) of this Part F, or (3) consents to a distribution pursuant to Paragraph 1(a) of this Part F, and, if such Participant has an Eligible Surviving Spouse, unless such Eligible Surviving Spouse consents (with such consent being irrevocable) in accordance with the requirements of section 417 of the Code and applicable Treasury regulations thereunder) within the one hundred eighty (180)  day period ending on the date payment of his/her benefit hereunder is to commence pursuant to Paragraph 1(a) of this Part F, his/her Annuity Starting Date shall be deferred to the date which is as soon as administratively feasible after the date the Participant attains (or would have attained) age sixty-five, or such earlier date as the Participant (with the consent of his/her Eligible Surviving Spouse, if applicable) may elect by written notice to the Committee prior to such date. Consent of the Participant’s Eligible Surviving Spouse under this Paragraph shall not be required if the Participant’s benefit is to be paid in the form of the standard benefit described in this part. The Committee shall furnish information pertinent to his/her consent to each Participant no less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than one hundred eighty (180)  days before his/her Annuity Starting Date, and the furnished information shall include a general description of the material features of, and an explanation of the relative values of, the alternative forms of benefit available under the Plan and must inform the Participant of his/her right to defer his/her Annuity Starting Date and of his/her Direct Rollover right pursuant to Paragraph 5 of this Part F, below, if
 
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applicable. In the case of a married Participant who dies before his/her Annuity Starting Date without electing not to receive the standard death benefit set forth in Paragraph 3A of this Part F, the consent and election set forth in this Paragraph may be made by his/her Eligible Surviving Spouse.
C. A Participant’s Annuity Starting Date shall in no event be later than the sixtieth day following the close of the Plan Year during which such Participant attains, or would have attained, his/her Normal Retirement Date or, if later, terminates his/her employment with the Company.
D. A Participant’s Annuity Starting Date shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury regulations and shall in no event be later than:
 
 	1.	April 1 of the calendar year following the later of (A) the calendar year in which such Participant attains the age of seventy and one-half (70  1 ⁄ 2 ) or (B) the calendar year in which such Participant terminates his/her employment with the Employer (provided, however, that clause (B) of this sentence shall not apply in the case of a Participant who is a “five-percent owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attains the age of seventy and one-half (70  1 ⁄ 2 ); and	
 
 	2.	In the case of a benefit payable pursuant to Part E of this Article XXIII, (A) if payable to other than the Participant’s spouse, the last day of the one-year period following the death of such Participant or (B) if payable to the Participant’s spouse, after the date upon which such Participant would have attained the age of seventy and one-half (70  1 ⁄ 2 ), unless such surviving spouse dies before payments commence, in which case the Annuity Starting Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.	
The preceding provisions of this Part F, notwithstanding, a Participant may not elect to defer the receipt of his/her benefit hereunder to the extent that such deferral creates a death benefit that is more than incidental within the meaning of section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder. Further, in determining compliance with the provisions of section 401(a)(9) of the Code, the life expectancies of a Participant and the Participant’s spouse shall not be recalculated after the Annuity Starting Date. Finally, a Participant (other than a Participant who is a “five-percent owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attains the age of seventy and one-half (70  1 ⁄ 2 ) who attains age seventy and one-half (70  1 ⁄ 2 ) in calendar years 1996, 1997, or 1998 may elect to defer his/her Annuity Starting Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Participant attains the age of seventy and one-half (70  1 ⁄ 2 ) or (B) the calendar year in which such Participant terminates his/her employment with the Employer, provided, that such election is made by the later of the end of the calendar year in which such Participant attains age seventy and one-half (70  1 ⁄ 2 ) or December 31, 1997.
 
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E. Subject to the provisions of Subparagraph (D), a Participant’s Annuity Starting Date shall not occur unless the events under Parts B, C, D and E of this Article XXIII entitling the Participant (or his/her beneficiary) to a benefit constitutes a distributable event described in section 401(k)(2)(B) of the Code and shall not occur while the Participant is employed by the Company or any Subsidiary (irrespective of whether the Participant has become entitled to a distribution of his/her benefit pursuant to Part B, C, D, or E of this Article XXIII).
F. Subparagraphs (A), (B) and (C), above, notwithstanding, a Participant whose vested interest in his/her Transferred NGC Account is $5,000 or more may elect to defer his/her Annuity Starting Date beyond the date specified in such subparagraphs, subject to the provisions of Subparagraph (D), above, by submitting to the Committee a written statement, signed by the Participant, which describes the benefit and designates the date on which the payment of such benefit shall commence.
2. Standard and Alternative Forms of Benefit for Participants
A. For purposes of Parts B, C or E of this Article XXIII, the standard benefit for any Participant who is married on his/her Annuity Starting Date shall be a joint and survivor annuity. Such joint and survivor annuity shall be a commercial annuity which is payable for the life of the Participant with a survivor annuity for the life of the Participant’s Eligible Surviving Spouse which shall be one-half of the amount of the annuity payable during the joint lives of the Participant and the Participant’s Eligible Surviving Spouse. The standard benefit for any Participant who is not married on his/her Annuity Starting Date shall be a commercial annuity which is payable for the life of the Participant.
B. Any Participant who would otherwise receive the standard benefit may elect not to take his/her benefit in such form by executing the form prescribed by the Committee for such election during the election period described in Subparagraph (C), below. Any election may be revoked and subsequent elections may be made or revoked at any time during such election period. Notwithstanding the foregoing, an election by a married Participant not to receive the standard benefit as provided in Subparagraph (A), above, shall not be effective unless (1) the Eligible Surviving Spouse has consented thereto in writing (including consent to the specific designated beneficiary to receive payments following the Participant’s death or to the specific benefit form elected, which designation or election may not subsequently be changed by the Participant without spousal consent) and such consent acknowledges the effect of such election and is witnessed by a Plan representative (other than the Participant) or a notary public, or (2) the consent of such spouse cannot be obtained because the Eligible Surviving Spouse cannot be located or because of other circumstances described by applicable Treasury regulations. Any such consent by such Eligible Surviving Spouse shall be irrevocable.
C. The Committee shall furnish certain information, pertinent to the Subparagraph (B) election, to each Participant no less than thirty (30) days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than one hundred eighty (180) days before his/her Annuity Starting Date. The furnished information shall include an explanation of (1) the terms and conditions of the standard benefit, (2) the Participant’s right to elect to waive the standard benefit and the effect of such election, (3) the rights of the Participant’s Eligible Surviving Spouse, if any, (4) the right to revoke such election
 
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and the effect of such revocation, (5) a general description of the eligibility conditions and other material features of the alternative forms of benefit available pursuant to Subparagraph (D), below, and (6) sufficient additional information to explain the relative values of such alternative forms of benefit. The period of time during which a Participant may make or revoke such election shall be the one hundred eighty (180) day period ending on such Participant’s Annuity Starting Date provided that such election may also be revoked at any time prior to the expiration of the seven-day period that begins the day after the information required to be furnished pursuant to this Paragraph has been furnished to the Participant.
D. If a Participant elects at any time during the Applicable Election Period to waive the standard form of benefit or the qualified preretirement survivor annuity form of benefit (or both), the Participant shall be allowed to elect the Qualified Optional Survivor Annuity form of benefit at any time during the Applicable Election Period.
“Qualified Optional Survivor Annuity” means (ii) an annuity for the life of the Participant with a survivor annuity for the life of the spouse which is equal to the applicable percentage of the amount of the annuity which is payable during the joint lives of the Participant and the spouse, and (ii) which is the actuarial equivalent of a single annuity for the life of the participant. Such term also includes any annuity in a form having the effect of an annuity described in the preceding sentence. For purposes of this paragraph and definition if the survivor annuity percentage is less than 75 percent, the applicable percentage is 75 percent, and is greater than or equal to 75 percent, the applicable percentage is 50 percent. For purposes of this paragraph and definition, the term “survivor annuity percentage” means the percentage which the survivor annuity under the Plan’s qualified joint and survivor annuity bears to the annuity payable during the joint lives of the Participant and the spouse.
E. For purposes of Parts B, C or D of this Article XXIII, the benefit for any Participant who has elected not to receive the standard benefit shall be paid in one of the following alternative forms to be selected by the Participant or, in the absence of such election, by the Committee; provided, however, that the period and method of payment of any such form shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury regulations thereunder:
 
 	1.	A commercial annuity in the form of a single life annuity for the life of such Participant.	
 
 	2.	A commercial annuity (a) for the joint lives of the Participant and any person designated by the Participant, (b) for a term certain (of 5, 10, or 15 years) and continuous for the life of the Participant if he/she survives such term certain, or (c) for a term certain to the Participant and any designated beneficiary of the Participant if the Participant does not survive such term certain.	
 
 	3.	A lump sum.	
 
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 	4.	Periodic installment payments to such Participant for a term certain or, in the event of such Participant’s death before the end of such term certain, to his/her designated beneficiary; provided, however, that such term certain shall not exceed the lesser of (i) ten years or (ii) the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his/her designated beneficiary. Upon the death of a beneficiary who is receiving installment payments under this Paragraph, the remaining balance in the Participant’s Transferred NGC Account shall be paid as soon as administratively feasible, in one lump sum cash payment, to the beneficiary’s executor or administrator or to his/her heirs at law if there is no administration of such beneficiary’s estate.	
The Annuity Starting Date for a distribution in a form other than a survivor annuity may be less than thirty (30) days after receipt of the written explanation described in the preceding paragraph provided: (1) the Participant has been provided with information that clearly indicates that the Participant has at least thirty (30) days to consider whether to waive the survivor annuity and elect (with spousal consent) to a form of distribution other than a survivor annuity; (2) the Participant is permitted to revoke any affirmative distribution election at least until the Annuity Starting Date, or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the survivor annuity is provided to the Participant; and (3) the Annuity Starting Date is a date after the date that the written explanation was provided to the Participant.
F. If a Participant, who terminated his/her employment under circumstances such that he/she was entitled to a benefit pursuant to Parts B, C, or D, dies prior to his/her Annuity Starting Date, the amount of the benefit to which he/she was entitled shall be paid pursuant to Paragraph 3 of this Part F, just as if such Participant had died while employed by the Employer except that his/her vested interest shall be determined pursuant to Parts B, C, or D, whichever is applicable.
3. Standard and Alternative Forms of Death Benefit
A. For purposes of Part E, the standard death benefit for a deceased Participant who leaves an Eligible Surviving Spouse shall be a survivor annuity. Such survivor annuity shall be a commercial annuity which is payable for the life of such Eligible Surviving Spouse.
B. Any Participant who would otherwise have his/her death benefit paid in the standard survivor annuity form may elect not to have his/her benefit paid in such form by executing the beneficiary designation form prescribed by the Committee and filing same with the Committee, designating a primary beneficiary other than his/her Eligible Surviving Spouse or electing some form of payment other than a survivor annuity. Any election may be revoked and subsequent elections may be made or revoked at any time prior to a Participant’s date of death.
C. Subparagraph B., above, to the contrary notwithstanding:
 
 	1.	An election not to have the death benefit paid in the standard survivor annuity form as provided in Subparagraph A, above, shall not be effective unless (a) the Eligible Surviving Spouse has consented thereto in writing and such consent (i) acknowledges the effect of such election, (ii) either consents to the specific designated beneficiary (which designation may not subsequently be changed by the Participant without spousal consent) or expressly permits such designation by the Participant without the requirement of further consent by the spouse, and (iii)	
 
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 	is witnessed by a Plan representative (other than the Participant) or a notary public or (b) the consent of such spouse cannot be obtained because the Eligible Surviving Spouse cannot be located or because of other circumstances described by applicable Treasury regulations. Any such consent by such Eligible Surviving Spouse shall be irrevocable.	
 
 	2.	An election not to have the death benefit paid in the standard survivor annuity form may be made before the first day of the Plan Year in which a Participant attains the age of thirty-five (35) only (a) after the Participant separates from service and only with respect to benefits accrued under the Plan before the date of such separation and (b) in the case of a Participant who has not separated from service, if the Participant has been furnished the information described in Subparagraph D, with such election to become invalid upon the first day of the Plan Year in which the Participant attains the age of thirty-five (35), whereupon a new election may be made by such Participant.	
D. The Committee shall furnish certain information pertinent to the Subparagraph B election to each Participant within the period beginning with the first day of the Plan Year in which he/she attains the age of thirty-two (32) (but no earlier than the date such Participant begins participation in the Plan) and ending with the later of (1) the last day of the Plan Year preceding the Plan Year in which the Participant attains the age of thirty-five (35), or (2) a reasonable time after the Employee becomes a Participant. If a Participant separates from service before attaining age thirty-five (35), such information shall be furnished to such Participant within the period beginning one year before the Participant separates from service and ending one year after such separation. Such information shall also be furnished to a Participant who has not attained the age of thirty-five (35) or terminated employment, within a reasonable time after written request by such Participant. The furnished information shall include an explanation of (1) the terms and conditions of the survivor annuity, (2) the Participant’s right to elect to waive the survivor annuity and the effect of such election, (3) the rights of the Participant’s Eligible Surviving Spouse, (4) the right to revoke such election and the effect of such revocation, (5) a general description of the eligibility conditions and other material features of the alternative forms of benefit available pursuant to Subparagraph F, below, and (6) sufficient additional information to explain the relative value of such alternative forms of benefit.
E. In the event a survivor annuity is to be paid to a Participant’s Eligible Surviving Spouse, such Eligible Surviving Spouse may elect to receive the benefit in one of the alternative forms set forth in Subparagraph 3F. Within a reasonable time after written request by such Eligible Surviving Spouse, the Committee shall provide to such Eligible Surviving Spouse a written explanation of such survivor annuity form and the alternative forms of payment which may be selected along with the financial effect of each such form.
F. For purposes of Part E, the death benefit of a deceased Participant who is not survived by an Eligible Surviving Spouse or who has elected not to have his/her death benefit paid in the standard survivor annuity form set forth in Subparagraph 3A. shall be paid to his/her designated beneficiary in one of the following alternative forms to be selected by such beneficiary or, in the absence of such selection, by the Committee; provided, however, that the period and method of payment of any such form shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury regulations thereunder:
 
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 	1.	A commercial annuity in the form of a single life annuity for the life of the designated beneficiary.	
 
 	2.	A lump sum.	
G. If a deceased Participant who either is not survived by an Eligible Surviving Spouse or has elec t ed (with spousal consent) not to have his/her standard death benefit paid in the standard survivor annuity form set forth in Subparagraph 3A. does not have a valid beneficiary designation on file with the Committee at the time of his/her death, the designated beneficiary or beneficiaries to receive such Participant’s death benefit shall be as follows:
 
 	1.	If a Participant leaves an Eligible Surviving Spouse, his/her designated beneficiary shall be such Eligible Surviving Spouse;	
 
 	2.	If a Participant leaves no Eligible Surviving Spouse, his/her designated beneficiary shall be (a) such Participant’s executor or administrator or (b) his/her heirs at law if there is no administration of such Participant’s estate.	
4. Cash-Out of Benefit
If a Participant terminates his/her employment and his/her vested interest in his/her Transferred NGC Account is not in excess of $5,000, such Participant’s benefit shall be paid in one lump sum payment in lieu of any other form of benefit herein provided. Any such payment shall be made at the time specified in Subparagraph 1A. of this Part F, without regard to the consent restrictions of Subparagraph 1B. of this Part F, and the election and spousal consent requirements of Paragraphs 2 and 3 of this Part F, except that a married Participant’s death benefit shall be paid to his/her Eligible Surviving Spouse unless another beneficiary has been designated pursuant to the provisions of Subparagraph 3B. The provisions of this Paragraph shall not be applicable to a Participant following his/her Annuity Starting Date.
5. Direct Rollover Election
Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Part F, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have all or any portion of an Eligible Rollover Distribution (other than any portion attributable to the offset of an outstanding loan balance of such Participant pursuant to the Plan’s loan procedure) paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The preceding sentence notwithstanding, a Distributee may elect a Direct Rollover pursuant to this Paragraph only if such Distributee’s Eligible Rollover Distributions during the Plan Year are reasonably expected to total $200 or more. Furthermore, if less than 100% of the Participant’s Eligible Rollover Distribution is to be a Direct Rollover, the amount of the Direct Rollover must be $500 or more. Prior to any Direct Rollover pursuant to this Paragraph, the Committee may require the Distributee to furnish the Committee with a statement from the plan, account, or annuity to which the benefit is to be transferred verifying that such plan, account, or annuity is, or is intended to be, an Eligible Retirement Plan.
 
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6. Benefits from Account Balances
With respect to any benefit payable in any form pursuant to the Plan, such benefit shall be provided from the Transferred NGC Account balance(s) to which the particular Participant or beneficiary is entitled.
7. Commercial Annuities
At the direction of the Committee, the Trustee may pay any form of benefit provided hereunder other than a lump sum payment or a Direct Rollover pursuant to Paragraph 5 of this Part F by the purchase of a commercial annuity contract and the distribution of such contract to the Participant or beneficiary. Thereupon, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and such Participant or beneficiary shall look solely to the company issuing such contract for such annuity payments. All certificates for commercial annuity benefits shall be nontransferable, except for surrender to the issuing company, and no benefit thereunder may be sold, assigned, discounted, or pledged (other than as collateral for a loan from the company issuing same). Notwithstanding the foregoing, the terms of any such commercial annuity contract shall conform with the time of payment, form of payment, and consent provisions of Paragraphs 1, 2, and 3 of this Part F.
8. Present Value Determinations
The present value of a qualified joint and survivor annuity benefit or a qualified preretirement survivor annuity benefit shall be calculated by using the Applicable Mortality Table and the Applicable Interest Rate. For purposes of the preceding sentence, the terms “Applicable Mortality Rate” and “Applicable Interest Rate” shall have the meaning for such terms stated in Code Section 417(e)(3), Treasury regulations promulgated under that section, and in applicable rulings and guidance published by the Internal Revenue Service with respect to such terms and the Code, including without limitation, changes enacted by the Pension Protection Act of 2006 (P. L. 109-280). Provided, that the Plan and amendment thereof to add the preceding sentence shall be applied and interpreted consistent with the Code in such manner as does not decrease the accrued benefit of a Participant.
9. Unclaimed Benefits
In the case of a benefit payable on behalf of a Participant, if the Committee is unable to locate the Participant or beneficiary to whom such benefit is payable, upon the Committee’s determination thereof, such benefit shall be forfeited. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan.
 
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10. Claims Review
A. In any case in which a claim for Plan benefits of a Participant or beneficiary is denied or modified, the Committee shall furnish written notice to the claimant within sixty (60) days (or within 120 days if additional information requested by the Committee necessitates an extension of the ninety-day period and the claimant is informed of such extension in writing within the original sixty-day period), which notice shall:
 
 	1.	State the specific reason or reasons for the denial or modification;	
 
 	2.	Provide specific reference to pertinent Plan provisions on which the denial or modification is based;	
 
 	3.	Provide a description of any additional material or information necessary for the Participant, his/her beneficiary, or representative to perfect the claim and an explanation of why such material or information is necessary; and	
 
 	4.	Explain the Plan’s claim review procedure as described in Subparagraph 10(b), below.	
B. In the event a claim for Plan benefits is denied or modified, if the Participant, his/her beneficiary, or a representative of such Participant or beneficiary desires to have such denial or modification reviewed, he must, within sixty (60) days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. In connection with such request, the Participant, his/her beneficiary, or the representative of such Participant or beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty (60) days following such request for review the Committee shall, after providing a full and fair review, render its final decision in writing to the Participant, his/her beneficiary, or the representative of such Participant or beneficiary stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty-day period, the Committee’s decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Participant, beneficiary, or the representative of such Participant or beneficiary prior to the commencement of the extension period.
PART G.
Transferred NGC Accounts; In-Service Withdrawals
1. In-Service Withdrawals
A. A Participant may withdraw any or all amounts held in his/her Transferred NGC After-Tax Account.
 
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B. A Participant who has a financial hardship, as determined by the Committee, and who has made all available withdrawals pursuant to Subparagraph 1(A), above, and Paragraphs 3 and 4 of this Part G, below, as applicable, and pursuant to the provisions of any other plans of the Company of which he is a Participant and who has obtained all loans available pursuant to Article XII of the Plan and pursuant to the provisions of any other plans of the Company of which he is a Participant, may withdraw from his/her Transferred NGC Rollover Contribution Account and his/her Transferred NGC Before-Tax Account amounts not to exceed the amount determined by the Committee as being available for withdrawal pursuant to this Paragraph. Such withdrawal shall come, first, from the Participant’s Transferred NGC Rollover Contribution Account and, second, from his/her Transferred NGC Before-Tax Account. For purposes of this Paragraph, financial hardship shall mean the immediate and heavy financial needs of the Participant. A withdrawal based upon financial hardship pursuant to this Paragraph shall not exceed the amount required to meet the immediate financial need created by the hardship and not reasonably available from other resources of the Participant. The amount required to meet the immediate financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. The determination of the existence of a Participant’s financial hardship and the amount required to be distributed to meet the need created by the hardship shall be made by the Committee. The decision of the Committee shall be final and binding, provided that all Participants similarly situated shall be treated in a uniform and nondiscriminatory manner. A withdrawal shall be deemed to be made on account of an immediate and heavy financial need of a Participant if the withdrawal is for:
 
 	1.	Expenses for medical care described in section 213(d) of the Code previously incurred by the Participant, the Participant’s spouse, or any dependents of the Participant (as defined in section 152 of the Code) or necessary for those persons to obtain medical care described in section 213(d) of the Code and not reimbursed or reimbursable by insurance;	
 
 	2.	Costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments);	
 
 	3.	Payment of tuition and related educational fees, and room and board expenses, for the next twelve months of post-secondary education for the Participant or the Participant’s spouse, children, or dependents (as defined in section 152 of the Code);	
 
 	4.	Payments necessary to prevent the eviction of the Participant from his/her principal residence or foreclosure on the mortgage of the Participant’s principal residence; or	
 
 	5.	Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code Section 152, without regard to Code Section 152(d)(1)(B);	
 
 	6.	Expenses for the repair or damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds ten percent (10%) of adjusted gross income; and	
 
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 	7.	Such other financial needs that the Commissioner of Internal Revenue may deem to be immediate and heavy financial needs through the publication of revenue rulings, notices, and other documents of general applicability.	
The above notwithstanding, (1) withdrawals under this Paragraph from a Participant’s Transferred NGC Before-Tax Account shall be limited to the sum of the Participant’s Transferred NGC Before-Tax Contributions to the Plan, plus income allocable thereto and credited to the Participant’s Transferred NGC Before-Tax Account as of December 31, 1988, less any previous withdrawals of such amounts, and (2) amounts allocated to a Participant’s Transferred NGC Before-Tax Account pursuant to the provisions of Subparagraph 2(e), below, of this Part G shall not be subject to withdrawal. A Participant who makes a withdrawal from his/her Transferred NGC Before-Tax Account under this Paragraph may not make elective contributions or employee contributions to the Plan or any other qualified or nonqualified plan of the Company for a period of twelve (12) months following the date of such withdrawal.
A Participant shall be allowed a Qualified Reservist Distribution with respect to a Transferred NGC Before-Tax Account in the same manner and to the same extent as is applicable under Article XII of the Plan.
2. Restriction on In-Service Withdrawals
A. All withdrawals pursuant to this Part G shall be made in accordance with the provisions and within the time period prescribed by the Committee prior to the proposed date of withdrawal.
B. Notwithstanding the provisions of this Part G, not more than one withdrawal pursuant to Subparagraph 1(a) shall be made in any one calendar quarter, and (ii) no withdrawal shall be made from a Transferred NGC Account to the extent such Account has been pledged to secure a loan from the Plan.
C. If a Participant’s Transferred NGC Account from which a withdrawal is made is invested in more than one investment option under the Plan, the withdrawal shall be made pro rata from each investment option under the Plan in which such Transferred NGC Account is invested.
D. All withdrawals under this paragraph shall be paid in cash.
E. Any withdrawal hereunder shall be subject to the Direct Rollover election described in Paragraph 5 of Part F of this Article XXIII.
F. Except as provided in Paragraph 3 of this Part G, below, this Part G shall not be applicable to a Participant following termination of employment and the amounts in such Participant’s Transferred NGC Account shall be distributable only in accordance with the provisions of Part F.
3. Withdrawal Exception Following Termination
Withdrawal following a termination of employment may be allowed to the extent such withdrawal would be permissible under the provisions of Appendices A and B and related provisions of the NGC Plan with respect to withdrawals from a Trident Account or Destec Account, if applicable, which provisions are incorporated herein and made a part of this paragraph and the Plan by reference for all purposes.
 
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PART H.
Definitions
Where the following words and phrases appear in this Article XXIII of the Plan, they shall have the respective meanings set forth below, unless their use in a particular context indicates to the contrary.
1. Annuity Starting Date
With respect to each Participant or beneficiary, the first day of the first period for which an amount is payable to the Participant or beneficiary from the Trust of the Plan as an annuity or in any other form.
2. Eligible Surviving Spouse
 
 	(a)	In the case of a Participant who is living on his/her Annuity Starting Date, the spouse to whom a deceased Participant was married on his/her Annuity Starting Date and	
 
 	(b)	in the case of a Participant who dies before his/her Annuity Starting Date, the spouse to whom a deceased Participant was married on the date of his/her death.	
3. Normal Retirement Date
The date the Participant attains age sixty-five (65).
4. Transferred NGC After-Tax Account
An individual account for each Participant which is credited with the balance, if any, of such Participant’s Prior Employee (Post-Tax) Contribution Account under the NGC Plan as of December 31, 1997, and which is credited with (or debited for) such account’s allocation of net income (or net loss) and changes in value of the trust fund of said Plan and this Plan.
5. Transferred NGC Before-Tax Account
An individual account for each Participant, which
 
 	(a)	is credited with	
 
 	(1)	the balance in such Participant’s Elective Deferral Contributions Account (also known as the Pre-tax Contributions Account) under the NGC Plan as of December 31, 1997, and	
 
 	(2)	the Before-Tax Contributions made by the Employer on such Participant’s behalf and the Employer Safe Harbor Contributions, if any, made on such Participant’s behalf pursuant to Section 3.5 of said Plan to satisfy the restrictions set forth in Section 3.1(e) thereof, and	
 
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 	(3)	is credited with (or debited for) such account’s allocation of net income (or net loss) and changes in value of the Trust of said plan and this Plan.	
6. Transferred NGC Rollover Contribution Account
An individual account for a Participant, which is credited with the sum of
 
 	(a)	the amount, if any, credited to such Participant’s Rollover Contributions Account under the NGC Plan as of December 31, 1997, and	
 
 	(b)	the Rollover Contributions of such Participant and which is credited with (or debited for) such account’s allocation of net income (or net loss) and changes in value of the Trust Fund.	
7. Vested Interest
The portion of the Participant’s Transferred NGC Account which, pursuant to the Plan, is nonforfeitable.
 
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ARTICLE XXIII.
MODIFICATION AND TERMINATION
PARAGRAPH
1. Amendment and Termination of Plan
The Company hopes and expects to continue the Plan indefinitely. However, the right to amend, modify or terminate the Plan is necessarily reserved by the Company. The amendment or modification of the Plan may be made by the Chief Executive Officer of the Company, upon approval by the ONE Gas, Inc. Benefit Plan Administration Committee, executing a written instrument containing such amendment or modification as he deems necessary or advisable (pursuant to authority which has been duly delegated to him by the Board and is hereby acknowledged and recognized); provided, that no amendment or modification of the Plan which would increase the benefits provided to Participants or increase contributions required to be made by the Company under the Plan, or to terminate the Plan, shall be made unless such amendment or modification is authorized pursuant to a resolution adopted by the Board of Directors.
2. Limit to Effect of Modification
A modification may affect Participants at the time thereof as well as future Participants, but no modification, termination or partial termination or discontinuance of the Plan for any reason may diminish the account of any Participant as of the effective date of such modification or discontinuance. No modification may alter the allocation of the benefits as between Officers and Directors on the one hand and other Employees on the other hand. A modification which affects the rights or duties of the Trustee may be made only with the consent of the Trustee.
3. Participant Rights in Case of Modification
In the event that any modification of the Plan shall adversely affect the rights of any Participant as to the use of or withdrawal from his/her account, such Participant, for a period of ninety (90) days after the effective date of such modification, shall have the option, to be exercised by written notice to the Trustee in form prescribed by the Committee (a copy of which form of notice shall accompany the notice of modification), to have liquidated and distributed to him/her his/her entire account as of the effective date of such modification; provided, that such right of distribution shall be subject to any applicable qualification requirements of the Code and regulations thereunder, and shall not be permitted to the extent the Committee determines that such distribution will adversely affect the qualified status of the Plan, or is otherwise not permissible or authorized under the Code and regulations.
4. Nonforfeitability
Notwithstanding any other provisions of the Plan, in the case of any merger or consolidation with, or transfer of assets or liabilities to, any other plan after the date of the enactment of the Employee Retirement Income Security Act of 1974, each Participant in the Plan shall (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he/she would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated).
 
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5. Termination Distributions
The Company reserves the right to terminate the trust under the Trust Agreement, but upon any termination or partial termination of the trust, each Participant will receive distribution of the entire balance of his/her account held under the Trust (subject to the successor plan rule in Treas. Reg. 1.401(k)-1(d)(4)), provided that if the Participant’s Account exceeds $5,000, it shall not be immediately distributed prior to his/her attaining age sixty-five (65) without the written consent of the Participant; but no consent to immediate distribution shall be required in the event of death of the Participant, and such requirement of consent shall not give a Participant a right to any form or method of payment of his/her account other than immediate distribution of his/her entire account balance.
6. Transfer or Sponsorship of Plan
The Plan is sponsored by the Company for the exclusive benefit of the employees of the Company and its Subsidiaries and their subsidiaries and their beneficiaries. Any transfer of sponsorship of the Plan to a successor employer may be permissible in connection with the acquisition of business assets or operations, but such a transfer of sponsorship of the Plan shall not be made if it is not in connection with the acquisition of a business assets or operations or if substantially all business risks and opportunities under the transaction are those associated with the transfer of the sponsorship of the Plan.
 
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ARTICLE XXIV.
ONEOK 401(k) PLAN
TRANSFER PROVISIONS
1. Definitions
A. Former ONE Gas Employee
“Former ONE Gas Employee” means any individual (or any beneficiary, dependent, or alternate payee of such individual, as the context requires) whose employment with any member of the ONEOK Group was terminated prior to January 1, 2014, if such individual was allocated in connection with the Separation to any member of the ONE Gas Group as of January 1, 2014 by ONEOK, Inc. in its sole discretion.
B. ONE Gas Employee
“ONE Gas Employee” means an active employee or an employee on vacation or on approved leave of absence (including sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, and leave under the Family Medical Leave Act, as amended), in either case, of any member of the ONE Gas Group on or after January 1, 2014, and shall include any beneficiary, dependent, or alternate payee of such employee, as the context requires.
C. ONE Gas Group
“ONE Gas Group” means ONE Gas, Inc. and each subsidiary of ONE Gas, Inc. as of January 1, 2014 and any ONE Gas subsidiary that is established or acquired after January 1, 2014.
D. ONEOK Group
“ONEOK Group” means (i) prior to January 1, 2014, ONEOK, Inc. and any of its direct or indirect Subsidiaries, and (ii) on and after January 1, 2014, ONEOK, Inc. and its Subsidiaries as of January 1, 2014 (other than any member of the ONE Gas Group) and any ONEOK, Inc. Subsidiary (other than any member of the ONE Gas Group) that is established or acquired after January 1, 2014.
E. ONE Gas Participant
“ONE Gas Participant” for purposes of this Article XXIV is each person who satisfies both (a) and (b) as follows, where: (a) requires the person to be a Former ONE Gas Employee or ONE Gas Employee who was a Participant in the ONEOK, Inc. 401(k) Plan prior to January 1, 2014; and where (b) requires the person’s ONEOK, Inc. 401(k) Plan Account to be transferred to the ONE Gas, Inc. 401(k) Plan on or after January 1, 2014 in connection with the Separation.
 
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F. Separation
“Separation” means the distribution of all of the outstanding shares of ONE Gas, Inc. common stock to the holders of shares of ONEOK, Inc. common stock.
G. Transferred Participants.
“Transferred Participants” means ONE Gas Employees and Former ONE Gas Employees who were participants in the ONEOK, Inc. Profit Sharing Plan.
2. Trust to Trust Transfer
The Company shall direct the Trustee to receive, accept transfer of, and hold as a part of the Trust, the funds, deposits, property, assets, and/or accounts from the ONEOK, Inc. 401(k) Plan on behalf of ONE Gas Participants (“Transfer”). If a ONE Gas Participant whose account is so Transferred is otherwise eligible and not already participating in the Plan, he/she shall become a Participant at the time of such Transfer. Any funds or property from the account of a Participant under the ONEOK, Inc. 401(k) Plan which are so Transferred and accepted by the Trustee shall be received and deposited in full to an account or accounts of that Participant under this Plan, and shall thereupon become a part of the Trust held for the account of that Participant in accordance with all the terms and provisions, rules, requirements and limitations of this Plan, except as otherwise provided in this Article XXIV. The Committee shall determine and prescribe reasonable and appropriate procedures, certifications, and other requirements to be accomplished and performed by the Company, the Trustee, the Participant, ONEOK and the plan administrator and trustee of the ONEOK, Inc. 401(k) Plan, in order to assure an effective and satisfactory Transfer, and any such Transfer shall be conditioned upon compliance with all such requirements. Notwithstanding any of the foregoing, the Company shall have no obligation to make any contributions to the Plan to or for the benefit of any ONE Gas Participant by reason of any such transfer or deposit to the Trust under this Paragraph 2.
3. Crediting of Service
Notwithstanding any other provision of the Plan, this Plan shall recognize all Days of Service, Hours of Service and Years of Service credited for a ONE Gas Participant in the ONEOK, Inc. 401(k) Plan prior to January 1, 2014 for purposes of eligibility, benefit accrual and vesting in this Plan. For the period beginning after December 31, 2013 through the Separation, Severance from Employment shall not include a transfer from the ONE Gas Group to the ONEOK Group or from the ONEOK Group to the ONE Gas Group. Following the Separation, a Severance from Employment shall include a transfer from the ONE Gas Group to the ONEOK Group.
4. Recognition of Elections
Notwithstanding any other provision of the Plan, this Plan shall recognize all elections made by ONE Gas Participants in the ONEOK, Inc. 401(k) Plan, including, but not limited to, investment and payment form elections, dividend elections, beneficiary designations and the rights of alternate payees under qualified domestic relations orders.
 
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Exhibit 4.5
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ONE Gas, INC.
This Amended and Restated Certificate of Incorporation of ONE Gas, Inc., an Oklahoma corporation (the “Corporation”), which has been duly adopted in accordance with the provisions of Sections 1077 and 1080 of the Oklahoma General Corporation Act (the “OGCA”), amends and restates the Certificate of Incorporation of ONE Gas, Inc. filed with the Secretary of State of Oklahoma on August 30, 2013. Such previous Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
FIRST
The name of the Corporation is ONE Gas, Inc.
SECOND
The principal office or place of business of the Corporation in the State of Oklahoma is to be located at 15 E. 5th St., in the City of Tulsa, County of Tulsa. The name of its resident agent is Corporation Service Company and the address of said resident agent is 115 S.W. 89th Street, Oklahoma City, Oklahoma, Oklahoma County 73139-8551.
THIRD
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the OGCA.
FOURTH
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 300,000,000 shares divided into two classes, of which 50,000,000 shares, par value $0.01 per share, shall be designated Preferred Stock and 250,000,000 shares, par value $0.01 per share, shall be designated Common Stock.
1. Preferred Stock.
(a) Issuance. The Board of Directors is authorized, subject to limitations prescribed by law, to provide for issuance of shares of Preferred Stock in one or more classes or series, to establish the number of shares to be included in each such class or series, and to fix the designations, powers, preferences, and rights of the shares of each such class or series, and any qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at

such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.
2. Common Stock .
 
 	(a)	Dividends. Subject to the preferential rights, if any, of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of Common Stock.	
 
 	(b)	Voting Rights. At every annual or special meeting of shareholders of the Corporation, every holder of Common Stock shall be entitled to one vote, in person or by proxy, for each share of Common Stock standing in his name on the books of the Corporation.	
 
 	(c)	Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Common Stock shall be entitled to share ratably in the remaining net assets of the Corporation.	
FIFTH
The Corporation shall have perpetual existence.
SIXTH
The private property of the shareholders shall not be subject to the payment of the corporate debts to any extent whatever.
SEVENTH
1. The business of the Corporation shall be managed by the Board of Directors, except as otherwise required by law. The Board of Directors may by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which to the extent provided in said resolution or resolutions or in the Bylaws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
 
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2. The number of Directors of the Corporation shall be not less than six (6) nor more than twenty-one (21) persons and shall be fixed from time to time by the Board of Directors.
3. The Directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board of Directors. The initial division of the members of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I Directors shall terminate on the date of the 2015 annual meeting; the term of the initial Class II Directors shall terminate on the date of the 2016 annual meeting; and the term of the initial Class III Directors shall terminate on the date of the 2017 annual meeting. At each succeeding annual meeting of stockholders beginning in 2015, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three-year term.
4. Subject to the terms of any one or more classes or series of Preferred Stock, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of the Directors then in office, though less than a quorum, or by the sole remaining Director. Directors may be elected by shareholders only at an annual meeting of shareholders or a special meeting of shareholders called for the purpose of electing directors. Any Director elected in accordance with this paragraph will hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred, and until such Director’s successor shall have been duly elected or qualified or until his or her earlier death, resignation, retirement or removal. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any Director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all outstanding Voting Shares (as defined in Article TENTH). Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article SEVENTH unless expressly provided by such terms.
5. The shareholders and Directors of the Corporation may hold their meetings and have an office or offices outside of the State of Oklahoma if the Bylaws so provide.
6. Special meetings of the shareholders may be called at any time by a majority of the members of the Board of Directors. Shareholders may not call special meetings. At any special meeting of the shareholders, no business shall be transacted and no corporate action shall be taken other than as stated in the notice of meeting (or any supplement thereto).
 
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7. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual meeting or special meeting of shareholders of the Corporation, and cannot be taken without a meeting of the shareholders unless such action is approved by written consent, signed by all of the holders of all outstanding stock entitled to vote thereon and delivered to the Corporation by delivery to its registered office in the State of Oklahoma, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.
8. None of the Directors need be a shareholder of the Corporation or a resident of the State of Oklahoma.
9. The Bylaws or any Bylaw may be adopted, amended or repealed only by the affirmative vote of not less than a majority of the Directors then in office at any regular or special meeting, or by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding Voting Shares, voting as a single class, at any annual meeting or any special meeting called for that purpose.
10. The Board of Directors shall have power from time to time to set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose, and to abolish such reserve in the manner in which it was created and to fix and determine and to vary the amount of the working capital of the Corporation, and to direct and determine the use and disposition of the working capital and of any surplus or net profits over and above the capital stock paid in.
11. The shareholders and the Board of Directors shall have power to keep the books, documents and papers of the Corporation outside of the State of Oklahoma, except as otherwise required by the laws of the State of Oklahoma.
12. The Board of Directors from time to time shall determine whether and to what extent and at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the shareholders, and no shareholders shall have any right to inspect any account, book or documents of the Corporation except as conferred by statute or as authorized by resolution of the Board of Directors.
13. In the absence of fraud, no contract or other transaction of the Corporation shall be affected or invalidated in any way by the fact that any of the Directors of the Corporation are in any way interested in or connected with any other party to such contract or transaction or are themselves parties to such contract or transaction, provided that such interest shall be fully disclosed or otherwise known to the Board of Directors at the meeting of said Board at which such contract or transaction is authorized or confirmed, and provided further that at the meeting of the Board of Directors authorizing or confirming such contract or transaction there shall be present a quorum of Directors not so interested or connected and such contract or transaction shall be approved by a majority of such quorum, and no such interested Director shall vote on
 
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any such contract or transaction. Any contract, transaction or act of the Corporation or of the Board of Directors or of any committee thereof which shall be ratified by a majority of a quorum of the shareholders of the Corporation having voting power at any annual meeting, or any special meeting called for such purpose, shall be as valid and as binding as though ratified by every shareholder of the Corporation. Any Director of the Corporation may vote upon any contract or other transaction between the Corporation and any subsidiary corporation without regard to the fact that he is also a Director of such subsidiary corporation. No contract or agreement between the Corporation and any other corporation or party which owns a majority of the capital stock of the Corporation, or any subsidiary of any such other corporation shall be made or entered into without the affirmative vote of a majority of the whole Board of Directors at a regular meeting of the Board.
14. Notwithstanding anything to the contrary in the foregoing paragraph 13, in the case of contracts, transactions and acts of the Corporation, of the Board of Directors or of committees thereof that require shareholder approval under any provision of this Certificate or of applicable law by a higher proportion of the voting power of the outstanding Voting Shares than a majority of a quorum of the shareholders, ratification by the shareholders of such contracts, transactions and acts shall require the affirmative vote of such higher proportion of such voting power, and any contract, transaction, act or agreement referred to in such paragraph 13 shall be subject to any such applicable provisions of this Certificate or of applicable law.
15. All salaries and compensation paid by the Corporation to its Directors and executive officers shall be fixed from time to time by the Board of Directors at a meeting of the Board to be held as provided by the Bylaws, and any payment of any character to any Director or executive officer of the Corporation or any contract made with such Director or executive officer must be approved by a majority of the whole Board of Directors at a regular meeting of the Board, before such payment is made or contract executed.
16. No Director shall be personally liable to the Corporation or its shareholders for monetary damages for any breach of fiduciary duty by such Director as a Director, except (i) for breach of the Director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 1053 of Title 18 of the OGCA, or (iv) for any transaction from which the Director derived an improper personal benefit. Any repeal or modification of this paragraph 16 shall not adversely affect any right to protection of a Director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
17. The affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding Voting Shares, voting together as a single class, shall be required to amend, repeal, or adopt any provision inconsistent with paragraphs 2, 3, 4, 6, 7, 9, 14 or 16 of this Article SEVENTH or this paragraph 17.
EIGHTH
Whenever compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its shareholders or any class
 
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of them, any court of equitable jurisdiction within the State of Oklahoma may, on the application in a summary way of this Corporation or of any creditor or shareholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 1106 of Title 18 of the OGCA, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 1100 of Title 18 of the OGCA, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this Corporation, as the case may be, to be summoned in such manner as the said Court directs. If holders of liabilities representing three-fourths (3/4) in value of the creditors or class of creditors and/or if holders of shares representing three-fourths (3/4) of the shares held by such shareholders or class of shareholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this Corporation, as the case may be, and also on this Corporation.
NINTH
No holder of stock of the Corporation of any class shall have any preferential, preemptive or other right to subscribe for or to purchase from the Corporation any stock of the Corporation of any class whether or not now authorized, or to purchase any bonds, certificates of indebtedness, debentures, notes, obligations or other securities which the Corporation may at any time issue, whether or not the same shall be convertible into stock of the Corporation of any class or shall entitle the owner or holder to purchase stock of the Corporation of any class.
TENTH
1. Higher Vote for Certain Business Combinations. A Business Combination (as hereinafter defined) with or upon a proposal by a Related Person (as hereinafter defined) shall require, in addition to such approvals as are required by law, the approval of the Business Combination by either (a) a majority vote of all of the Independent Directors or (b) the holders of at least two-thirds (66-2/3%) of the shares otherwise entitled to vote as a single class with the Common Stock to approve such Business Combination (the “Applicable Shares”), excluding any shares owned by such Related Person; provided , however , that the provisions of this Article TENTH shall not apply to any Related Person who becomes a Related Person pursuant to a single transaction in which such Related Person acquires 85% of the Applicable Shares then outstanding in a single transaction; provided , further , that for the purpose of the immediately preceding proviso , Applicable Shares owned by (i) persons who are directors and also officers of the Corporation and (ii) employee stock plans, shall be excluded.
2. Certain Definitions. For purposes of this Article TENTH:
 
 	(a)	A “person” shall mean any individual, firm, corporation or other entity, or a group of “persons” acting or agreeing to act together in the manner set forth in Rule 13d-5 under the Securities Exchange Act of 1934 (the “1934 Act”).	
 
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 	(b)	The term “Business Combination” shall mean any of the following transactions, when entered into by the Corporation or a subsidiary of the Corporation with, or upon a proposal by, a Related Person:	
 
 	(i)	The merger or consolidation of the Corporation or any subsidiary of the Corporation; or	
 
 	(ii)	The sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one or a series of transactions) of any assets of the Corporation or any subsidiary of the Corporation having an aggregate fair market value of Five Million Dollars ($5,000,000) or more; or	
 
 	(iii)	The issuance or transfer by the Corporation or any subsidiary of the Corporation (in one or a series of transactions) of securities of the Corporation or that subsidiary having an aggregate fair market value of Five Million Dollars ($5,000,000) or more, provided that issuances of Common Stock pursuant to conversions of Preferred Stock shall not be deemed a “Business Combination”; or	
 
 	(iv)	The adoption of a plan or proposal for the liquidation or dissolution of the Corporation; or	
 
 	(v)	The reclassification of securities (including a reverse stock split), recapitalization, consolidation or any other transaction (whether or not involving a Related Person) which has the direct or indirect effect of increasing the voting power, whether or not then exercisable, of a Related Person in any class or series of capital stock of the Corporation or any subsidiary of the Corporation; or	
 
 	(vi)	Any agreement, contract or other arrangement providing directly or indirectly for any of the foregoing.	
 
 	(c)	The term “Related Person” shall mean any person (other than the Corporation, a subsidiary of the Corporation or any profit sharing, employee stock ownership or other employee benefit plan of the Corporation or a subsidiary of the Corporation or any trustee of or fiduciary with respect to any such plan acting in such capacity) that is the direct or indirect beneficial owner (as defined in Rule 13d-3 and Rule 13d-5 under the 1934 Act) of more than ten percent (10%) of the outstanding Voting Shares of the Corporation and any Affiliate or Associate of any such person.	
 
 	(d)	The term “Independent Director” shall mean any member of the Board of Directors who is not affiliated with or nominated by a Related Person.	
 
 	(e)	“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the 1934 Act.	
 
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 	(f)	The term “Voting Shares”, at any time, shall mean the Common Stock and shares of any other class of capital stock of the Corporation then entitled to vote generally in the election of directors.	
 
 	(g)	A majority of all Independent Directors shall have the power to make all determinations with respect to this Article TENTH, including, without limitation, the transactions that are Business Combinations, the persons who are Related Persons, the time at which a Related Person became a Related Person, and the fair market value of any assets, securities or other property, and any such determinations of such directors shall be conclusive and binding.	
3. Applicability of the OGCA. Section 1090.3 of Title 18 of the OGCA shall be applicable to this Corporation.
4. No Effect on Fiduciary Obligations of Related Persons. Nothing contained in this Article TENTH shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.
5. Amendment, Repeal, etc. The affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding Voting Shares of the Corporation, voting together as a single class, shall be required in order to amend, repeal or adopt any provision inconsistent with this Article TENTH.
ELEVENTH
1. Unless otherwise specifically provided in this Certificate (including any Certificate of Designation with respect to any class or series of Preferred Stock), any action required or permitted to be taken by the shareholders of the Corporation must be effected by a vote of the shareholders at a duly called annual meeting or special meeting called for that purpose and may not be effected by any consent in writing of such shareholders.
2. The affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding Voting Shares, voting as a single class, shall be required to amend, repeal, or adopt any provision inconsistent with this Article ELEVENTH.
TWELFTH
1. Election . Section 1145 through 1155 of Title 18 of the Oklahoma Statutes, as the same may be amended, shall not apply to the Corporation as of January 31, 2014.
2. Amendment . The affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all outstanding equity securities of the Corporation, voting as a class, shall be required in order to amend this Article TWELFTH.
THIRTEENTH
1. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, and such right to
 
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indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided , however , that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article THIRTEENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article THIRTEENTH.
2. The Corporation may, to the extent authorized from time to time by the Board ofDirectors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article THIRTEENTH to directors and officers of the Corporation.
3. The rights to indemnification and to the advancement of expenses conferred in this Article THIRTEENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of shareholders or disinterested directors or otherwise.
4. Any repeal or modification of this Article THIRTEENTH by the shareholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
Each of the undersigned hereby certify that this Amended and Restated Certificate of Incorporation was duly proposed by the Directors of the Corporation through the adoption of a resolution setting forth this Amended and Restated Certificate of Incorporation, declaring its advisability and recommending that it be passed by unanimous written consent of the sole shareholder, in accordance with the provisions of Sections 1077 and 1080 of the OGCA, and that this Amended and Restated Certificate of Incorporation was subsequently adopted by the sole shareholder of the Corporation in the manner and by the vote prescribed in Section 1077 of the OGCA.
 
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Chief Executive Officer and attested by its Secretary, this 31st day of January, 2014.

 
/s/ Pierce H. Norton II	
Pierce H. Norton II, President and Chief Executive Officer	
ATTEST:

 
 
/s/ Brian K. Shore	
Brian K. Shore, Secretary	
 
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Exhibit 4.6
AMENDED AND RESTATED
BY-LAWS
of
ONE Gas, Inc.
(an Oklahoma corporation)
ARTICLE I
OFFICES
Section 1.04 Principal Office . The principal office for the transaction of the business of ONE Gas, Inc. (the “ Corporation ”) shall be located at 15 E. 5 th St., Tulsa, Oklahoma 74103 (the “ Principal Office ”). The Corporation’s board of directors (the “ Board ”) is hereby granted full power and authority to change the Principal Office from one location to another.
Section 1.05 Other Offices . The Corporation may also have an office or offices at such other place or places, either within or without the State of Oklahoma, as the Board may from time to time determine or as the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01 Annual Meetings . An annual meeting of the shareholders for the election of directors and for the transaction of such other proper business as may come before such meetings may be held at such date, time and place as the Board shall determine by resolution.
Section 2.02 Special Meetings . Special meetings of the shareholders may be called at any time by a majority of the members of the Board. Shareholders may not call special meetings. At any special meeting of the shareholders, no business shall be transacted and no corporate action shall be taken other than as stated in the notice of meeting (or any supplement thereto).
Section 2.03 Place of Special Meetings . All special meetings of the shareholders shall be held at such places, within or without the State of Oklahoma, as may be designated by the person or persons calling the special meeting and specified in the notice or waiver of notice thereof. Otherwise, the special meeting shall be held at the Principal Office of the Corporation.
Section 2.04 Notice of Meetings .
(a) Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which such special meeting is called.

(b) Unless otherwise provided for in the Oklahoma General Corporation Act, as in effect at the time (the “ Corporation Act ”), or in the Corporation’s Certificate of Incorporation, as in effect at the time (the “ Certificate of Incorporation ”), the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the shareholder at such shareholder’s address as it appears on the records of the Corporation. An affidavit of the secretary or an assistant secretary or of the stock transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(c) Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall have waived such notice, and such notice shall be deemed waived by any shareholder who shall have submitted a written waiver of notice or who shall have attended such meeting in person or by proxy, except a shareholder who shall have attended such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
(d) Any meeting of the shareholders may be adjourned from time to time to reconvene at the same or some other place, and notice of any adjourned meeting of the shareholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that when the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
Section 2.05 Quorum . Subject to the provisions of the Corporation Act or the Certificate of Incorporation, a majority of the shares of stock of the Corporation entitled to vote, the holders of which shall be present in person or represented by proxy, shall constitute a quorum for any meeting of the shareholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares entitled to vote thereat who are present in person or by proxy or, if none of the holders of any shares entitled to vote thereat are present, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 2.06 Voting .
(a) Each shareholder shall, at each meeting of the shareholders, be entitled to vote in person, or by proxy, each share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by such shareholder and registered in such shareholder’s name on the books of the Corporation:
(i) on the date fixed pursuant to Section 2.07 of these by-laws (the “ By-laws ”) as the record date for the determination of shareholders entitled to notice of and to vote at such meeting; or
 
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(ii) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of the meeting shall be given or if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or to another corporation, limited liability company, partnership or other business entity, if a majority of the shares, membership interests, partnership interests or other applicable equity interests entitled to vote in the election of directors, managers or other similar positions in such other entity is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless the transfer by the pledgor on the books of the Corporation shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon. Shares having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the Corporation Act.
(c) A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for the shareholder by proxy, but no proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The following shall constitute a valid means by which a shareholder may grant such authority:
(i) by executing a writing authorizing another person or persons to act for him or her as proxy. Execution may be accomplished by the shareholder or the shareholder’s authorized officer, director, employee, agent or other authorized person signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including, but not limited to, by facsimile signature; or
(ii) by authorizing another person or persons to act for him or her as proxy by transmitting or authorizing transmission of a facsimile, electronic mail, telegram, cablegram, or other means of electronic transmission capable of being reduced to writing to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission; provided, that any facsimile, electronic mail, telegram, cablegram, or other acceptable means of electronic transmission must either set forth, or be submitted with information from which it can be determined, that such transmission was authorized by the shareholder. If it is determined that a facsimile, electronic mail, telegram, cablegram, or other electronic transmission is valid, the inspectors or, if there are no inspectors, any other person making that determination shall specify the information upon which they relied.
 
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Any copy, facsimile, or other reliable reproduction of the writing or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that the copy, facsimile, or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(d) The attendance at any meeting by a shareholder who may theretofore have given a proxy shall not have the effect of revoking the same unless the shareholder (i) shall in writing so notify the secretary of the meeting prior to the voting of a proxy or (ii) votes at the meeting.
(e) At any meeting of the shareholders, all matters, except as otherwise provided in the Certificate of Incorporation, in the By-laws or by law, and except for the election of directors, shall be decided by the vote of the holders of shares representing a majority of the voting power of the shareholders present in person or by proxy and entitled to vote thereat and thereon, provided that a quorum is present. With respect to the election of directors at any meeting of the shareholders, each nominee shall be elected by the affirmative vote of a majority of the votes cast with respect to that director’s election by the shareholders present in person or by proxy at the meeting and entitled to vote for the election of directors, provided that a quorum is present and, provided further, that directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which (i) the secretary of the Corporation receives a notice that a shareholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees for director set forth in Section 3.03(c) and (d) of these By-laws and (ii) such nomination has not been withdrawn by such shareholder on or before the tenth (10 th ) day before the Corporation first mails its notice of meeting for such meeting to the shareholders. The vote at any meeting of the shareholders on any matter need not be by written ballot, except election of directors, unless so directed by the chairman of the meeting. On a vote by ballot, each ballot shall be signed by the shareholder voting, or by the shareholder’s proxy, if there be such a proxy, and it shall state the number of shares voted.
Section 2.07 Fixing Date for Determination of Shareholders of Record . In order that the Corporation may determine the shareholders entitled to notice of, or to vote at any meeting of shareholders or any adjournment thereof, the Board may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. In order that the Corporation may determine shareholders entitled to receive payment of any dividend or other distribution, or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action, unless otherwise provided by the Certificate of Incorporation. If, in any case involving the determination of shareholders for any purpose other than
 
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notice of or voting at a meeting of shareholders, the Board shall not fix a record date, the record date for determining shareholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto.
Section 2.08 List of Shareholders . The Secretary of the Corporation shall cause to be prepared and made, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the entire duration thereof, and may be inspected by any shareholder who is present for any purpose germane to the meeting.
Section 2.09 Chairman and Secretary of the Meeting . Meetings of the shareholders shall be presided over by the chairman of the Board or, in his absence, by the next senior officer of the Corporation present. If no senior officers are present, the meeting of shareholders shall be presided over by a chairman to be chosen by the shareholders. The secretary of the Corporation, or in such officer’s absence, an assistant secretary, shall act as secretary of the meeting, but if none are present, the chairman of the meeting shall appoint a secretary of the meeting.
Section 2.10 Inspectors . If at any meeting of the shareholders a vote by written ballot shall be taken on any question, the chairman of the meeting may appoint an inspector or inspectors to act with respect to such vote. Each inspector so appointed shall first subscribe an oath to execute faithfully the duties of an inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. Such inspector(s) shall decide upon the qualification of the voters, shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of the inspector(s) shall be in writing and subscribed and delivered by them to the secretary of the Corporation. The inspector(s) need not be shareholders of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against a proposal in which such officer shall have a material interest.
Section 2.11 Conduct of Meetings .
(a) At an annual meeting of the shareholders, a matter (other than nominations of directors which shall be governed by Sections 3.03(c) and (d) of these By-laws) may only be considered if it is brought before the meeting: (i) pursuant to the Corporation’s notice of meeting; (ii) by or at the discretion of the Board; or (iii) by any shareholder of the Corporation who is a shareholder of record at the time of giving the notice provided for herein, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in Section 2.11(b). Nothing in this Section 2.11(a) or 2.11(b) will be deemed to affect the rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended.
 
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(b) For business to be properly brought before an annual meeting by a shareholder pursuant to Section 2.11(a) above, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be received at the Principal Office of the Corporation not less than one hundred twenty (120) calendar days before the first anniversary of the date that the Corporation’s proxy statement was released to shareholders in connection with the previous year’s annual meeting; provided, however, that if the date of the meeting is changed by more than thirty (30) days from the first anniversary date of the previous year’s meeting, notice by a shareholder must be received no later than the close of business on the tenth (10 th ) day following the earlier of the day on which notice of the date of the meeting was mailed to shareholders or public disclosure of such date was made. In no event will the postponement or adjournment of an annual meeting, or the public disclosure of the postponement or adjournment of an annual meeting, commence a new time period for the giving of a shareholder’s notice as described above. Such shareholder notice shall set forth as to each matter the shareholder proposes to bring before the meeting: (1) a brief description of and the reasons for proposing such matter at the meeting; (2) with respect to the shareholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made: (A) the name and address of such person; (B) the class or series and number of shares of the Corporation which are owned beneficially and of record by such person and any affiliates or associates of such person; (C) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (D) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (E) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (3) a representation that the shareholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; and (4) any material interest of such shareholder of record, the beneficial owner, if any, on whose behalf the proposal is made or any affiliate or associate of any of the foregoing, in such proposal; (5) a description of all agreements, arrangements and understandings between such shareholder, the beneficial owner, if any, on whose behalf the proposal is made or any affiliate or associate of any of the foregoing, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder; and (6) all other information that would be required to be disclosed by such shareholder or the beneficial owner, if any, on whose behalf the proposal is made as a participant in a solicitation of proxies for the election of directors in a contested election, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The foregoing information shall be supplemented by such shareholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose all such information as of the record date.
 
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(c) Notwithstanding anything in these By-laws to the contrary, no business shall be proper at a meeting unless brought before it in accordance with the procedures set forth herein. Further, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth herein.
(d) The chairman of the Board or the individual designated as chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures proscribed herein, and, if the chairman of the Board or of the meeting should so determine, then any such business shall not be transacted.
(e) Notwithstanding anything provided herein to the contrary, the procedures for submission of shareholder proposals have not expanded, altered or affected in any manner whatever, the rights or limitations that may exist regarding the ability of a shareholder of the Corporation to submit a proposal for consideration by shareholders of the Corporation under Oklahoma or federal law.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers . The property, business, and affairs of the Corporation shall be managed by and under the direction of the Board, except as may be otherwise provided for in the Corporation Act or in the Certificate of Incorporation.
Section 3.02 Number . The number of directors of the Corporation shall not be less than six (6) nor more than twenty-one (21) persons and shall be fixed from time to time by resolution of the Board.
Section 3.03 Election of directors .
(a) The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The initial division of the Board into classes shall be made by the decision of the affirmative vote of a majority of the entire Board. The term of the initial Class I directors shall terminate on the date of the 2015 annual meeting; the term of the initial Class II directors shall terminate on the date of the 2016 annual meeting; and the term of the initial Class III directors shall terminate on the date of the 2017 annual meeting. At each succeeding annual meeting of shareholders beginning in 2015, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term and until their successors are duly elected and qualified. Each director shall serve until the director’s term expires in accordance with the foregoing provisions or until the director’s prior resignation, death, disqualification or removal from office. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.
 
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(b) A person shall retire from the Board upon such person’s seventy-third (73 rd ) birthday.
(c) Only persons nominated in accordance with the procedures set forth in this Section 3.03(c) shall be eligible for election as directors, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors (i) by or at the direction of the Board or a committee thereof, or (ii) by any shareholder of the Corporation (x) who is a shareholder of record on the date of the giving of the notice provided for in this Section 3.03 and on the record date for the determination of shareholders entitled to notice of and to vote at such annual meeting or special meeting and (y) who complies with the notice procedures set forth in this subsection (c) and subsection (d). Such nominations, other than those made by or at the direction of the Board or a committee thereof, shall be made pursuant to timely notice in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be received at the Principal Office of the Corporation (a) in the case of an annual meeting, not less than one hundred twenty (120) calendar days before the first anniversary of the date that the Corporation’s proxy statement was released to shareholders in connection with the previous year’s annual meeting; provided, however, that if the date of the meeting is changed by more than thirty (30) days from the first anniversary date of the previous year’s meeting, notice by a shareholder must be received no later than the close of business on the tenth (10 th ) day following the earlier of the day on which notice of the date of the meeting was mailed to shareholders or public disclosure of such date was made and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth (10 th ) day following the earlier of the day on which notice of the date of the meeting was mailed to shareholders or public disclosure of such date was made. In no event shall the adjournment or postponement of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period for the giving of a shareholder’s notice as described above.
(d) A shareholder’s notice to the secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election as a director: (a) the name, age, business address, and residence address of such person; (b) the principal occupation or employment of such person; (c) the class or series and number of shares of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person; (d) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder; (e) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (f) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person,
 
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the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; and (g) all other information relating to such person that would be required to be disclosed in connection with a solicitation of proxies for the election of such person as a director, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (a) the name and address, as they appear on the Corporation’s books, of such shareholder, and the name and address of such beneficial owner, if any, and any other shareholders known by such shareholder to be supporting such nominee(s); (b) the class and number of shares of the Corporation which are owned beneficially and of record by such person and any affiliates or associates of such person; (c) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder; (d) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (e) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (f) a representation that the shareholder giving notice intends to appear in person or by proxy at the annual meeting or special meeting to nominate the persons named in its notice; (g) a description of all agreements, arrangements and understandings between such person or any affiliate or associate of such person, and any other person or persons (including their names) in connection with the nomination by such shareholder; and (h) all other information that would be required to be disclosed by such person as a participant in a solicitation of proxies for the election of directors in a contested election, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The foregoing information shall be supplemented by such shareholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose all such information as of the record date. No person shall be eligible to be elected as a director of the Corporation unless nominated in accordance with the procedures set forth in subsections (c) and (d). The presiding officer of the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by these By-laws, and, if the presiding officer should so determine, the presiding officer shall so declare to the meeting and the defective nomination shall be disregarded.
Section 3.04 Resignations . Any director of the Corporation may resign at any time by giving written notice to the Board or to the secretary of the Corporation. Any such resignation shall take effect immediately upon its receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
 
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Section 3.05 Chairman of the Board Emeritus . The Board may from time to time designate a person as Chairman of the Board Emeritus in recognition of such person’s long and faithful service to the Corporation and its Board. The Chairman of the Board Emeritus shall be an honorary member of the Board and shall serve at the pleasure of the Board.
Section 3.06 Advisory directors .
(a) The chairman of the Board may from time to time designate persons as advisory directors (“ Advisory Directors ”) who shall be available to advise and consult with the chairman of the Board and the Board and shall serve in such capacity at the pleasure of the Chairman of the Board. Any person so designated as an Advisory Director may be invited to attend any meeting of the Board or any meeting of a committee of the Board by the chairman of the Board without further action of the Board.
(b) The compensation to be received by Advisory Directors shall be established from time to time by the Board.
(c) The business of the Corporation shall remain solely under the direction of the Board and any person designated as an Advisory Director shall be a non-voting member, and shall not by virtue of his or her designation as an Advisory Director or by virtue of providing advice or consultation to the Corporation be deemed to have undertaken any duty to the Corporation or its shareholders.
(d) Any person designated as an Advisory Director by the Board shall not have any liability to the Corporation and its shareholders. If, notwithstanding the foregoing, a claim should ever be asserted against any such Advisory Director by or on behalf of the Corporation or any shareholders or otherwise, the Advisory Director shall be entitled to the protection of Article VIII of these By-laws, and to the protection of any other indemnification or limitation of liability provisions that may exist from time to time with respect to members of the Board, either in the Certificate of Incorporation, By-laws, minutes, agreements or other documents of the Corporation or applicable law.
(e) The chairman of the Board or the Board may terminate the status of a person as an Advisory Director at any time without any liability or obligation to such person except that any indemnification provided to such person at the time of such termination shall continue for the benefit of such person.
(f) The Corporation may enter into a contract with any person who is designated as an Advisory Director with such terms and condition as may be approved by the chairman of the Board.
 
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Section 3.07 Vacancies and Removal .
(a) Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board resulting from any increase in the authorized number of directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director. Any director elected in accordance with this paragraph will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred, and until such director’s successor shall have been duly elected or qualified or until his or her earlier death, resignation, retirement or removal.
(b) Any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the shares then entitled to vote for the election of directors.
Section 3.08 Place of Meeting, etc . The Board may hold any of its meetings at such place or places within or without the State of Oklahoma as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting. Directors may participate in any regular or special meeting of the Board or any meeting of a committee designated by the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in such meeting can hear each other, and such participation shall constitute presence in person at such meeting.
Section 3.09 First Meeting . The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.
Section 3.10 Regular Meetings . Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.
Section 3.11 Special Meetings .
(a) Special meetings of the Board and any meeting of any committee designated by the Board may be called at any time by the chairman of the Board, the chief executive officer or the president of the Corporation, or by any three directors, to be held at the Principal Office, or at such other place or places, within or without the State of Oklahoma, as the person or persons calling the meeting may designate. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting. At any meeting at which all directors shall be present, even though without any notice, any business may be transacted.
(b) Notice of all special meetings of the Board and any special meeting of any committee designated by the Board shall be given by the secretary or by the person or persons calling the meeting to each director by mailing a copy thereof at least four (4) days before the meeting or by two (2) days service of the same by facsimile, electronic mail, telegram, cable, or wireless, or personally. If the
 
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chairman of the Board, the chief executive officer or the president of the Corporation, or three of the directors determine that a special meeting of the Board or committee on shorter notice is necessary, then notice may be given by telephone, telegram, electronic mail or facsimile not less than four (4) hours in advance of the time when the meeting shall be held. Such notice may be waived by any director and any meeting shall be a validly convened meeting without notice having been given if all the directors shall be present thereat or if those not present shall, either before or after the meeting, sign a written waiver of notice of, or a consent to, such meeting or shall, after the meeting, sign the approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or be made a part of the minutes of the meeting.
Section 3.12 Quorum and Manner of Acting . Except as otherwise provided in the Certificate of Incorporation, the By-laws, or by law, the presence of a majority of the entire Board and, with respect to any committee of the Board, a majority of the directors constituting such committee shall be required to constitute a quorum for the transaction of business at any meeting of the Board or such committee, as applicable, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors or committee members present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board or as a duly authorized committee of the Board, and the individual directors shall have no power as such.
Section 3.13 Action by Consent . Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee.
Section 3.14 Compensation . All salaries and compensation paid by the Corporation to its directors shall be fixed from time to time by the Board at a regular meeting of the Board to be held as provided by these By-laws, and any payment of any kind or character to any director of the Corporation or any contract made with such director or executive officer must be approved by a majority of the whole Board at a regular meeting of the Board, before such payment is made or contract executed.
Section 3.15 Committees .
(a) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have any power or authority to:
(i) approve, adopt, or recommend to the shareholders any action or matter expressly required by the Corporation Act to be submitted to shareholders for approval; or
 
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(ii) adopt, amend, or repeal any bylaw of the Corporation.
Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board.
(b) Except as may otherwise be ordered by the Board, the chairman of the Board shall appoint the members of all special or other committees of the Board. The chairman of the Board shall be an ex-officio member of all standing committees, except the executive compensation committee, and shall be the chairman of any executive committee of the Board.
(c) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at a meeting in the place of any such absent or disqualified member.
(d) Any director serving on a committee of the Board may be removed from such committee at any time by the Board.
Section 3.16 Officers of the Board . The chairman of the Board, or in the absence of the chairman of the Board, the chief executive officer of the Corporation, or in the chief executive officer’s absence, any other officer of the Corporation who is a director, shall preside at all meetings of the Board, or in the absence of any such officers, a temporary chairman elected by the directors present at the meeting shall preside.
Section 3.17 Interested directors .
(a) No director shall vote on a question in which such director is interested, except the election of the chairman of the Board, a chief executive officer, a president, or other officer of the Corporation or members of any committee of the Board, but, in the absence of fraud, no contract or other transaction of the Corporation shall be affected or invalidated in any way by the fact that any of the directors of the Corporation are in any way interested in or connected with any other party to such contract or transaction, or are themselves parties to such contract or transaction, provided, that such interest or connection shall be fully disclosed or otherwise be known to the Board at the meeting of the Board at which such contract or transaction is authorized or confirmed, provided further, that the contract or transaction is fair as to the Corporation at the time authorized or confirmed by the Board, and, provided further, that at the meeting of the Board at which such contract or transaction is to be authorized or confirmed, a quorum be present which may include common or interested directors for purposes of determining the presence of a quorum, and the Board in good faith authorizes or confirms such contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors may be less than a quorum. The mere ownership of stock in another corporation by a director shall not disqualify such director to vote in respect of any transaction between the Corporation and such other corporation, provided, the other provisions of this Section 3.17 are complied with.
(b) No contract or other transaction between the Corporation and any other entity shall be affected by the fact that any of the directors of the Corporation are interested in or are directors, officers, managers or similarly situated representatives of such other entity, if such contract or
 
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transaction be made, authorized, or confirmed by the Board in the manner provided in the preceding paragraph, or by any committee of the Board having the requisite authority, by vote of a majority of the members of such committee not so interested; and any director individually may be a party to or may be interested in any contract or transaction of the Corporation, provided, that such contract or transaction shall be approved or ratified by the Board or by any committee of the Board having the requisite authority, in the manner herein set forth.
(c) The Board, in its discretion, may submit any contract or act of the Corporation or of the Board for approval or ratification at any annual meeting of the shareholders, or at any special meeting of shareholders, the notice of which shall state that it is called for the purpose, or in part for the purpose, of considering any such act or contract, and any such contract or act that shall be approved or be ratified by the vote of the holders of a majority in voting interest of the shares of stock of the Corporation entitled to vote thereat, shall be as valid and as binding upon the Corporation and upon all the shareholders as though it had been approved and ratified by every shareholder of the Corporation.
(d) Any director of the Corporation may vote upon any contract or other transaction between the Corporation and any subsidiary entity notwithstanding the fact that such person is also a director, officer, manager or similarly situated representative of such subsidiary entity.
(e) No contract or agreement between the Corporation and (i) any other corporation or party which owns a majority of the capital stock of the Corporation or (ii) any subsidiary of any such other corporation or party, shall be made or entered into without the affirmative vote of a majority of the whole Board at a regular meeting of the Board.
(f) Notwithstanding anything to the contrary in the foregoing paragraphs of this Section 3.17, in the case of contracts, transactions, and acts of the Corporation, of the Board, or of committees thereof that require shareholder and/or director approval under any provision of the Certificate of Incorporation or of law by a higher proportion of the voting power of the outstanding voting stock than a majority of a quorum of the shareholders or approval by the Independent Directors (as defined and required by the Certificate of Incorporation), ratification by the shareholders and/or approval by the Independent Directors of such contracts, transactions, and acts shall require the affirmative vote of such higher proportion of such voting power and/or approval by the Independent Directors, and any contract, transaction, act, or agreement referred to in the foregoing paragraphs shall be subject to any such applicable provisions of the Certificate of Incorporation or of law.
ARTICLE IV
OFFICERS
Section 4.01 Officers . The officers of the Corporation shall be a chairman of the Board, a chief executive officer, one or more presidents, a chief financial officer, a chief accounting officer, a secretary, a treasurer, and such vice presidents, including one or more executive vice presidents and senior vice presidents, and such other officers as may be elected by the Board or as may be appointed by the chief executive officer from time to time as authorized by these By-laws. The Board shall elect the chairman of the Board, the chief executive officer (which office shall be elected in accordance with
 
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Section 4.03 of these By-laws), one or more presidents, a chief financial officer, a chief accounting officer, a secretary and a treasurer (collectively, the “ Mandatory Officers ”). The Board may also elect one or more executive vice presidents and one or more senior vice presidents (collectively, and together with the Mandatory Officers, the “ Senior Officers ”) as the Board may determine from time to time. The Board may also elect such other officers as the Board may determine from time to time. The chief executive officer may appoint one or more vice-presidents, assistant secretaries, assistant treasurers and such other officers as he determines from time to time, other than Senior Officers. The chief executive officer shall provide the Board with a list of all officers appointed by the chief executive officer upon the request of any member of the Board at any time. Officers elected by the Board shall have such powers and duties as are permitted or required by law and as may be specified by or in accordance with resolutions of the Board. Officers appointed by the chief executive officer shall have such powers and duties as are permitted or required by law and as may be specified by or in accordance with the appointment by the chief executive officer. In the absence of any contrary determination by the Board, the person designated as the chief executive officer, shall, subject to the power and authority of the Board, have general supervision, direction, and control of the officers (except the chairman of the Board), employees, business, and affairs of the Corporation and shall have the right to remove any officer of the Corporation. One person may hold two or more offices, except that the secretary may not also hold the office of president.
Section 4.02 Election and Term . Subject to the limitations set forth above, each officer of the Corporation, other than the chief executive officer, shall either be elected by an affirmative vote of a majority of the directors or be appointed by the chief executive officer, and shall hold his or her respective office until such person resigns, is removed or otherwise is disqualified to serve, or such person’s successor is elected or appointed, as applicable.
Section 4.03 Election and Term of Chief Executive Officer . The chief executive officer of the Corporation shall be elected by the affirmative vote of at least 80% of the directors and shall hold such designation until such person resigns, is removed, otherwise is disqualified to serve, or such person’s successor is elected, in accordance with this Section 4.03.
Section 4.04 Removal and Resignation .
(a) Except where otherwise expressly provided in a written contract duly authorized by the Board, any officer may be removed, either with or without cause, (i) by a majority of the directors in office at the time, at any regular or special meeting of the Board, or (ii), except in case of an officer chosen by the Board, by the chief executive officer.
(b) Subject to the terms of a written contract duly authorized by the Board, any officer may resign at any time by giving written notice to the Board, the chairman of the Board, the chief executive officer, the president or the secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05 Vacancies . A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in these By-laws for the regular appointments to such office.
 
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Section 4.06 Voting Stock in Other Corporations, and Interests in Partnerships, Limited Liability Companies and other Entities . Unless otherwise ordered by the Board, the person designated as the chief executive officer, or in such officer’s absence, or with such officer’s consent, the next ranking officer of the Corporation, shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote: (i) at any meeting of shareholders of any corporation in which the Corporation may hold stock, (ii) at any meeting of partners of any partnerships (general or limited) in which the Corporation may hold a partnership interest, (iii) at any meeting of members of a limited liability company in which the Corporation may hold a membership or other capital interest, and (iv) at any meeting of any other entities in which the Corporation may hold an ownership interest and at any such meetings shall possess and may exercise, in person or by proxy, any and all rights, powers, and privileges incident to the ownership of such stock, partnership, membership, capital, or other interest, or, in lieu of a meeting, to act or vote by written consent on behalf of the Corporation, without a meeting. The Board may, by resolution from time to time, confer like powers upon any other person or persons.
Section 4.07 Compensation of Officers .
(a) All salaries and compensation paid by the Corporation to Senior Officers shall be fixed from time to time by the Board at a regular meeting of the Board to be held as provided by these By-laws, and any payment of any kind or character to any Senior Officer of the Corporation or any contract made with such Senior Officer must be approved by a majority of the whole Board of directors at a regular meeting of the Board, before such payment is made or contract executed.
(b) All salaries and compensation paid by the Corporation to officers appointed by the chief executive officer shall be fixed from time to time by the chief executive officer, and any payment of any kind or character to any officer of the Corporation or any contract made with such officer must be approved by the chief executive officer, before such payment is made or contract executed.
ARTICLE V
OPERATING DIVISIONS OF THE CORPORATION
Section 5.01 Division Boards . The Board may appoint individuals who may, but need not be, directors, officers, or employees of the Corporation to serve as members of a division board of directors (the “ Division Board ”) of one or more divisions of the Corporation and may fix fees or compensation for attendance at meetings of any such Division Board. The members of any such Division Board may adopt and from time to time may amend by-laws or other rules and regulations for the conduct of their affairs and shall keep minutes of their meetings. The term of office of any member of a Division Board shall be at the pleasure of the Board and shall expire as provided for in the by-laws of the Division. The function of any such Division Board shall be to manage and control the ordinary business and affairs of the applicable division(s) and to advise the Board with respect to the business and affairs of their respective division(s).
 
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Section 5.02 Titles . The Division Board may, from time to time, confer on the employees of their division or discontinue, the title of president, executive vice president, senior vice president, vice president, and any other titles deemed appropriate. The designation of any such official titles for employees assigned to the divisions of the Corporation shall not be permitted to conflict in any way with any executive or administrative authority established from time to time by the Corporation. Any employee so designated as an officer of a division shall have authority, responsibilities, and duties with respect to such employee’s division, corresponding to those normally vested in the comparable officer of the Corporation, subject to such limitations as may be imposed by the Board.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 6.01 Execution of Contracts .
(a) In addition to the general authority granted by law, the Board, except as otherwise provided in these By-laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these By-laws, no agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
(b) In addition to the general authority granted by law, the chief executive officer, except as otherwise provided in these By-laws, may authorize any officer or officers, agent or agents, appointed by the chief executive officer, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the chief executive officer or by these By-laws, no agent employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
Section 6.02 Checks, Drafts, etc . All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such person shall give such bond, if any, as the Board may require.
Section 6.03 Deposit . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board or by the chief executive officer. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the chairman of the Board, the chief executive officer, the president, or the treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board or the chief executive officer) may endorse, assign, and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation.
 
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Section 6.04 General and Special Bank Accounts .
(a) The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-laws, as it may deem expedient.
(b) In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board, the treasurer of the Corporation, with the approval of the chief executive officer or any other officer designated by the chief executive officer, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as the treasurer or such other designated officer may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the checks of the Corporation which may be signed jointly or singly by either the manual or facsimile signature or signatures of such officer or officers of the Corporation as shall be specified in the written instructions of the treasurer of the Corporation with the approval of the chief executive officer or such other designated officer.
ARTICLE VII
SHARES AND THEIR TRANSFER
Section 7.01 Certificates for Stock . Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by such shareholder. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the chairman of the Board, or the chief executive officer, or the president and by the secretary. Any or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall thereafter have ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent, or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms, or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in the case of cancellation the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 7.04 of these By-laws. Notwithstanding the above, the Board may provide by resolution or resolutions that some or all of any and all classes or series of stock of the Corporation may be uncertificated shares, provided, the shares represented by a certificate shall not
 
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become uncertificated shares until such time as the certificate for such shares is surrendered to the Corporation and shall have been canceled and, provided further, that any holder of uncertificated shares who makes written request to the Corporation shall be entitled to receive a certificate representing such holder’s shares of the stock in the Corporation.
Section 7.02 Transfers of Stock . Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by the registered holder’s attorney thereunto authorized by power of attorney duly executed and filed with the stock transfer agent as provided in Section 7.03 of these By-laws, and, except for uncertificated shares, upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be stated expressly in the entry of transfer if, when the certificate or certificates shall be presented for transfer, both the transferor and the transferee request the Corporation to do so.
Section 7.03 Regulations . The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer, and registration of certificates for shares and uncertificated shares of the stock of the Corporation. The Board may appoint, or authorize any officer or officers to appoint, one or more stock transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.
Section 7.04 Lost, Stolen, Destroyed, and Mutilated Certificates . In any case of loss, theft, destruction, or mutilation of any certificate of stock, another certificate may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the secretary may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the secretary, it is proper to do so.
ARTICLE VIII
INDEMNIFICATION
Section 8.01 Actions, Suits, or Proceedings Other Than by or in the Right of the Corporation . The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise or as a member of any committee or similar body, against expenses (including attorneys’ fees and expenses), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of
 
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any action, suit, investigation or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful.
Section 8.02 Actions, Suits, or Proceedings by or in the Right of the Corporation . The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 8.03 Indemnity if Successful . Notwithstanding the other provisions of this Article VIII, to the extent that a present or former director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02, or in defense of any claim, issue, or matter therein, the person shall be indemnified against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by such person in connection therewith.
Section 8.04 Determination of Right of Indemnification . Any indemnification under Sections 8.01 or 8.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 8.01 and 8.02. Such determination shall be made (i) by the Board by a majority vote of the directors who were not parties to such action, suit, or proceeding, even though less than a quorum; (ii) by a committee of directors designated by a majority vote of directors, even though less than a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (iv) by the shareholders.
Section 8.05 Advance of Expenses . Expenses (including attorneys’ fees and expenses) incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees and expenses) incurred by former directors or officers or other employees and agents may be so paid under such terms and conditions, if any, as the Board may deem appropriate.
 
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Section 8.06 Provisions of By-laws not Exclusive . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.01 and 8.02 shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.01 or Section 8.02 but whom the Corporation has the power or obligation to indemnify under the provisions of the Corporation Act, or otherwise.
Section 8.07 Insurance . Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise or as a member of any committee or similar body, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of this Article VIII.
Section 8.08 Constituent Corporations . For the purposes of this Article VIII, references to “the Corporation” include, in addition to the resulting corporation or other entity, any constituent corporation or entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees, or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation or entity or is or was serving at the request of such constituent corporation or entity as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise or as a member of any committee or similar body shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its existence had continued.
Section 8.09 Certain Definitions .
(a) For purposes of this Article, references to “other enterprises” shall include, but are not limited to, employee benefit plans; references to “fines” shall include, but are not limited to, any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include, but are not limited to, any service as a director, officer, employee, or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.
 
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(b) For purposes of any determination under Section 8.04, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 8.09(b) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.01 or Section 8.02, as the case may be.
Section 8.10 Continuation of Rights Provided by this Article . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 8.11 Miscellaneous . In furtherance and not in limitation of the foregoing provisions of this Article VIII, the Corporation shall indemnify the persons referred to hereinabove to the fullest extent permitted by the Corporation Act, as the same may be amended from time to time.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Seal . The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Oklahoma and the year of incorporation.
Section 9.02 Waiver of Notices . Whenever notice is required to be given by these By-laws or the Certificate of Incorporation, or by law, the person entitled to such notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.
Section 9.03 Fiscal Year . The fiscal year of the Corporation shall end on the 31 st day of December of each year.
Section 9.04 Inspection of Corporate Books and Records . The Board from time to time shall determine whether and to what extent and at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the shareholders, and no shareholder shall have any right to inspect any account, book, or documents of the Corporation except as conferred by statute or as authorized by resolution of the Board.
 
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Section 9.05 Amendments . These By-laws, or any of them, may be rescinded, altered, amended, or repealed, and new By-laws may be made, (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board, or (ii) by the vote of the holders of not less than eighty percent (80%) of the total voting power of all outstanding shares of voting stock of the Corporation, entitled to vote generally on the election of directors, at any annual meeting of shareholders, without previous notice, or at any special meeting of shareholders, provided that notice of such proposed amendment, modification, repeal, or adoption is given in the notice of special meeting. Any by-laws made or altered by the shareholders may be altered or repealed by the Board or may be altered or repealed by the shareholders.
Effective the 31st day of January, 2014.
 
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Exhibit 5.1

January 31, 2014
ONE Gas, Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
 
 	Re:	Registration Statement on Form S-8	
Ladies and Gentlemen:
We have acted as legal counsel to ONE Gas, Inc., an Oklahoma corporation (the “ Company ”), in connection with the registration statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Act ”), covering the following shares of the common stock of the Company, par value $0.01 per share (the “ Common Stock ”): (i) 700,000 shares of Common Stock (the “ ESPP Shares ”) under the ONE Gas, Inc. Employee Stock Purchase Plan (the “ ESPP ”), (ii) 2,800,000 shares of Common Stock (the “ ECP Shares ”) under the ONE Gas, Inc. Equity Compensation Plan (the “ ECP ”) and (iii) 3,500,000 shares of Common Stock (together with the ESPP Shares and the ECP Shares, the “ Shares ”) under the ONE Gas, Inc. 401(k) Plan (together with the ESPP and the ECP, the “ Plans ”). This opinion is being furnished to you as a supporting document in connection with the Registration Statement.
For purposes of this opinion, we have examined the following documents:
(a) the Registration Statement;
(b) the Plans;
(c) the corporate actions taken by the Board of Directors of the Company in connection with the Registration Statement and related matters;
(d) the Certificate of Incorporation of the Company dated August 30, 2013;
(e) the Amended and Restated Certificate of Incorporation of the Company dated January 31, 2014;
(f) the By-laws of the Company with an effective date of August 30, 2013;
(g) the Amended and Restated By-laws of the Company with an effective date of January 31, 2014; and
(h) an executed copy of the Secretary’s Certificate of the Company dated January 31, 2014.

			
	 	ONE Gas, Inc.
January 31, 2014
Page 2	
In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity and completeness of all documents submitted to us as original documents, and the conformity to original documents of all documents submitted to us as copies thereof.
Based on the foregoing and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivered in accordance with their respective Plans upon receipt of requisite consideration therefor as provided therein, will be validly issued, fully paid and non-assessable.
Each of the matters set forth in this letter is as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any of the matters set forth herein or in any matters upon which the opinions and views set forth in this letter are based.
Our opinions expressed above are limited to the laws of the State of Oklahoma and the federal law of the United States of America.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ GableGotwals

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated October 1, 2013 relating to the balance sheet of ONE Gas, Inc, and the financial statements of ONE Gas Predecessor, which appear in ONE Gas, Inc’s Registration Statement on Form 10.
/s/ PricewaterhouseCoopers LLP
Tulsa, Oklahoma
January 31, 2014