Why is ONEOK waiving the premium on its Class B units?

ONEOK is waiving the premium because a proposed amendment to the ONEOK Partners partnership agreement did not receive the required approval from common unitholders at a recent special meeting. This waiver addresses the situation where ONEOK, as the holder of Class B units, would normally be entitled to a 10% premium on distributions.

What is the duration of this premium waiver?

The waiver is effective from April 7, 2007, and is set to continue through December 31, 2007. After this period, the waiver will remain in effect unless ONEOK provides ONEOK Partners with 90 days' notice of its intention to withdraw the waiver.

Did ONEOK receive approval to convert its Class B units to common units?

Yes, ONEOK Partners unitholders approved a proposal allowing ONEOK the option to convert its Class B units into common units. However, ONEOK has stated that it does not intend to exercise this conversion option at the present time.

What is the significance of the Class B units and the premium?

The Class B units represent a special class of ownership in ONEOK Partners, L.P. Under certain circumstances, as was the case after a failed amendment vote, the holder of these units (ONEOK) is entitled to receive quarterly distributions at a rate 10% higher than what is paid to common unitholders. The waiver means ONEOK will forgo this preferential rate for the specified period.

OKE 8-K SEC Disclosure — Jun 25, 2007

Summary

This 8-K filing from ONEOK INC /NEW/ (OKE) on June 25, 2007, details a significant decision regarding its Class B units in ONEOK Partners, L.P. Specifically, ONEOK has announced it will waive its right to receive a 10% premium on its quarterly distributions from ONEOK Partners. This waiver is a consequence of a failed proposal to amend the partnership agreement at a recent unitholder meeting, which did not receive the necessary approval from common unitholders (excluding ONEOK's holdings). The waiver is effective retroactively from April 7, 2007, through December 31, 2007, with provisions for future continuation or withdrawal. While the amendment proposal failed, unitholders did approve a separate proposal allowing ONEOK the option to convert its Class B units to common units. However, ONEOK has stated it will not exercise this conversion option at this time. These events stem from a prior transaction in April 2006 where ONEOK's subsidiary became the sole general partner of ONEOK Partners, and ONEOK acquired a substantial ownership stake.

Key Highlights

1ONEOK waives the 10% premium on quarterly distributions for its Class B units in ONEOK Partners, L.P.
2The premium waiver is a direct result of a failed partnership agreement amendment proposal at a recent unitholder meeting.
3The waiver is effective from April 7, 2007, through December 31, 2007, with a 90-day notice required to withdraw.
4A separate proposal to allow ONEOK to convert its Class B units to common units was approved by unitholders.
5ONEOK has decided not to convert its Class B units to common units at this time.
6These actions are related to ONEOK's 2006 transaction that made it the sole general partner and a significant unitholder of ONEOK Partners.
7The next scheduled declaration of quarterly distributions for ONEOK Partners is July 17, 2007.

ONEOK INC /NEW/ 8-K Report, Corporate Update (Jun 25, 2007)

Summary

Key Highlights

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