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

Samuel Combs III, president ONEOK Distribution Companies, retired from his positions with us effective June 17, 2009. Pierce H. Norton II, our executive vice president, has assumed Mr. Combs's duties and responsibilities.

In connection with his retirement, Mr. Combs has entered into an agreement (the "Agreement"), dated June 16, 2009, with us which provides that Mr. Combs will be entitled to receive normal retirement benefits and awards under our previously disclosed executive compensation plans. In addition, Mr. Combs will be eligible to be reimbursed for up to $20,000 in reasonable expenses that may be incurred in connection with a senior executive outplacement service, will receive a lump sum payment of $925,000 and will be credited with a service factor of 55% and an early commencement factor of 75% in connection with Part B of our Supplemental Executive Retirement Plan. The Agreement also provides that Mr. Combs releases us from any and all claims related to his employment.

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