Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with our By-laws and Corporate Governance Guidelines, Mollie B. Williford would have been required to retire from our Board of Directors upon reaching her 73rd birthday in August 2009. Therefore, Ms. Williford did not stand for re-election to our Board of Directors at our annual meeting of shareholders held on May 21, 2009, and retired from our Board of Directors on that date. Ms. Williford served on our Board of Directors for more than six years. Upon Ms. Williford's retirement from our Board of Directors, the number of members of our Board of Directors was reduced from 12 to 11.

Item 8.01 Other Events

On May 21, 2009, our Board of Directors approved certain amendments to the ONEOK, Inc. Annual Officer Incentive Plan (the "Plan") to (i) provide that a Plan participant may have to repay Plan awards or have future Plan awards or other compensation reduced if our Board of Directors or our Board's Executive Compensation Committee determines that such participant's fraud, negligence or intentional misconduct contributed to the restatement of all or a portion of our financial statements, and (ii) modify the Plan's definition of retirement to clarify that an individual must have completed at least five years of service with us and have attained the age of fifty before qualifying for retirement. The amendments were effective immediately.

Item 9.01 Financial Statements and Exhibits

Exhibits
10.1 Amended and Restated ONEOK, Inc. Annual Officer Incentive Plan.

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