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The purchase contract will obligate you to purchase from us, no later than February 16, 2006, for a price of $25 in cash, the following number of shares of our common stock, subject to anti-dilution adjustments:

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if the average closing price of our common stock over the 20-trading day period ending on the third trading day prior to February 16, 2006 equals or exceeds $            ,          shares of our common stock;

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if the average closing price of our common stock over the same period is less than $         but greater than $            , a number of shares of our common stock having a value, based on the 20-trading day average closing price, equal to $25; and

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if the average closing price of our common stock over the same period is less than or equal to $            ,         shares of our common stock.

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We will also pay you quarterly contract adjustment payments at a rate of         % per year of the stated amount of $25 per Equity Unit, or $         per year, as described in this prospectus supplement.

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The senior notes will initially bear interest at a rate of         % per year, payable quarterly. The senior notes will be remarketed as described in this prospectus supplement. Following a successful remarketing, the interest rate on the senior notes will be reset.

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If there is a successful remarketing prior to the third business day immediately preceding February 16, 2006, or if a special event redemption as described in this prospectus supplement occurs prior to February 16, 2006, the senior notes comprising a part of the Corporate Units will be replaced by the Treasury portfolio described in this prospectus supplement.

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You can create Treasury Units from Corporate Units by substituting Treasury securities for the senior notes or your applicable ownership interest in the Treasury portfolio comprising a part of the Corporate Units, and you can recreate Corporate Units by substituting senior notes or your applicable ownership interest in the Treasury portfolio for the Treasury securities comprising a part of the Treasury Units.

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The senior notes or, if substituted for the senior notes, the Treasury securities or your applicable ownership interest in the Treasury portfolio, as the case may be, will be pledged to us to secure your obligation under the related purchase contract.

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risks associated with any reduction in our credit ratings;

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the effects of weather and other natural phenomena on sales and prices;

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competition from other energy suppliers as well as alternative forms of energy;

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the capital intensive nature of our business;

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further deregulation, or “unbundling,” of the natural gas business;

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competitive changes in the natural gas gathering, transportation and storage business resulting from deregulation, or “unbundling,” of the natural gas business;

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the profitability of assets or businesses acquired by us;

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risks of marketing, trading and hedging activities as a result of changes in energy prices or the financial condition of our trading partners;

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economic climate and growth in the geographic areas in which we do business;

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the uncertainty of gas and oil reserve estimates;

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the timing and extent of changes in commodity prices for natural gas, natural gas liquids, electricity and crude oil;

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the effects of changes in governmental policies and regulatory actions, including with respect to accounting policies, income taxes, environmental compliance, authorized rates or recovery of gas costs;

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the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension expense and funding resulting from changes in stock market returns;

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risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;

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the results of administrative proceedings and litigation involving the Oklahoma Corporation Commission, Kansas Corporation Commission, Texas regulatory authorities or any other local, state or federal regulatory body;

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our ability to access capital at competitive rates or on terms acceptable to us;

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actions taken by Westar Energy, Inc., formerly Western Resources, Inc., or its affiliates with respect to its investment in ONEOK, including, without limitation, the effect of a sale of our shares of common stock and preferred stock beneficially owned by Westar Energy;

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the risk of a significant slowdown in growth or decline in the U.S. economy, the risk of delay in growth or recovery in the U.S. economy or the risk of increased cost for insurance premiums, security and other items as a consequence of the September 11, 2001 terrorist attacks; and

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the other factors listed in the reports we have filed and may file with the Securities and Exchange Commission, which are incorporated by reference.

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(1)

Excludes the results of the Texas natural gas distribution business recently acquired from Southern Union discussed below under “— Recent Developments.”

(2)

Includes the results of the production assets to be sold, and midstream natural gas assets recently sold, as discussed below under “— Recent Developments.”

(3)

See “— Recent Developments” below.

(4)

As discussed below under “— Recent Developments,” we have announced the sale of $300 million of assets of our production segment.

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acquire assets that complement and strengthen each other;

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maximize the earnings potential of existing assets through asset rationalization and consolidation;

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maintain a strong credit rating and capital structure while continuing our practice of consistent dividend payments;

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pursue regulatory initiatives that benefit us and our customers; and

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trade around physical assets and minimize high-risk activities.

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(1)

During the third quarter of 2002, we adopted the applicable provisions of Emerging Issues Task Force Issue No. 02-3, “Recognition and Reporting Gains and Losses on Energy Trading Contracts under EITF Issue No. 98-10, ‘Accounting for Contracts Involved in Energy Trading and Risk Management Activities,’ and No. 00-17, ‘Measuring the Fair Value of Energy-Related Contracts in Applying Issue No. 98-10’” (“EITF No. 02-3”). EITF No. 02-3 provides that all mark-to-market gains and losses on energy trading contracts should be presented on a net basis (energy contract sales less energy contract costs) in the income statement without regard to the settlement provisions of the contract. Prior to the third quarter of 2002, our financial statements presented energy trading revenues and costs on a gross basis. The financial results of all of our energy trading contracts have been restated to reflect the adoption of EITF No. 02-3 for all periods presented. All amounts presented, including the amounts for the years ended December 31, 2001 and 2000 and the year ended August 31, 1999, are unaudited. Energy trading revenues include revenues from natural gas, reservation fees, crude oil, natural gas liquids and basis. Basis is the natural gas price differential that exists between two trading locations relative to the Henry Hub price.

(2)

For purposes of computing the ratios of earnings to fixed charges, “earnings” consists of income before cumulative effect of a change in accounting principle plus fixed charges and income taxes, less undistributed income from equity investees. “Fixed charges” consists of interest charges, the representative interest portion of operating leases and the amortization of debt discounts and issue costs.

(3)

Our pro forma ratio of earnings to fixed charges for the nine months ended September 30, 2002 on (a) a supplemental basis to give effect to the issuance of the Equity Units offered hereby and the application of the net proceeds therefrom, including the repurchase of $125 million of Series A convertible preferred stock held by Westar, would have been                  x and (b) an as adjusted basis to give effect to the issuance of the Equity Units offered hereby and the completion of our concurrent offering of 12,000,000 shares of our common stock (assuming no exercise of the over-allotment option to purchase additional shares of our common stock) and the application of the net proceeds therefrom, including the repurchase of $250 million of Series A convertible preferred stock held by Westar Energy, would have been                 x.

(4)

Our pro forma ratio of earnings to fixed charges for the year ended December 31, 2001 on (a) a supplemental basis to give effect to the issuance of the Equity Units offered hereby and the application of the net proceeds therefrom, including the repurchase of $125 million of Series A convertible preferred stock held by Westar, would have been                 x and (b) an as adjusted basis to give effect to the issuance of the Equity Units offered hereby and the completion of our concurrent offering of 12,000,000 shares of our common stock (assuming no exercise of the over-allotment option to purchase additional shares of our common stock) and the application of the net proceeds therefrom, including the repurchase of $250 million of Series A convertible preferred stock held by Westar, would have been                 x.

(5)

For purposes of computing the ratios of earnings to combined fixed charges and preferred stock dividend requirements, “earnings” consists of income before cumulative effect of a change in accounting principles plus fixed charges and income taxes, less undistributed income from equity investees. “Fixed charges” consists of interest charges, the representative interest portion of operating leases and the amortization of debt discounts and issue costs. “Preferred dividend requirements” consist of the pre-tax preferred dividend requirements.

(6)

Our pro forma ratio of earnings to combined fixed charges and preferred stock dividends requirements for the nine months ended September 30, 2002 on (a) a supplemental basis to give effect to the issuance of the Equity Units offered hereby and the application of the net proceeds therefrom, including the repurchase of $125 million of Series A convertible preferred stock held by Westar, would have been                 x and (b) an as adjusted basis to give effect to the issuance of the Equity Units offered hereby and the completion of our concurrent offering of 12,000,000 shares of our common stock (assuming no exercise of the over-allotment option to purchase additional shares of our common stock) and the application of the net proceeds therefrom, including the repurchase of $250 million of Series A convertible preferred stock held by Westar, would have been                 x.

(7)

Our pro forma ratio of earnings to combined fixed charges and preferred stock dividends requirements for the year ended December 31, 2001 on (a) a supplemental basis to give effect to the issuance of the Equity Units offered hereby and the application of the net proceeds therefrom, including the repurchase of $125 million of Series A convertible preferred stock held by Westar, would have been                 x and (b) an as adjusted basis to give effect to the issuance of the Equity Units offered hereby and the completion of our concurrent offering of 12,000,000 shares of our common stock (assuming no exercise of the over-allotment option to purchase additional shares of our common stock) and the application of the net proceeds therefrom, including the repurchase of $250 million of Series A convertible preferred stock held by Westar, would have been            x.

(8)

Reflects our balance sheet data as of September 30, 2002 on a supplemental basis to give effect to the issuance of the Equity Units offered hereby and the application of the net proceeds therefrom, including the repurchase of $125 million of Series A convertible preferred stock held by Westar, as if the issuance of Equity Units had occurred on September 30, 2002.

(9)

Reflects our balance sheet data as of September 30, 2002 on an as adjusted basis to give effect to the issuance of the Equity Units offered hereby and the completion of our concurrent offering of 12,000,000 shares of our common stock (assuming no exercise of the over-allotment option to purchase additional shares of common stock) and the application of the net proceeds therefrom, including the repurchase of $250 million of Series A convertible preferred stock held by Westar, as if the issuances of Equity Units and common stock had occurred on September 30, 2002.

(10)

Includes impact of hedge accounting for interest rate swaps, which increases long-term debt, less current maturities, by approximately $82 million.

(11)

Actual “Total shareholders’ equity” includes 19,946,448 outstanding shares of Series A convertible preferred stock held by Westar. “Total shareholders’ equity” on a supplemental basis and an as adjusted basis gives effect to the repurchase of $125 million and $250 million, respectively, of shares of our Series A convertible preferred stock from Westar.

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if the applicable market value of our common stock is equal to or greater than $            , which we refer to as the threshold appreciation price, the settlement rate will be      shares of our common stock;

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if the applicable market value of our common stock is less than the threshold appreciation price but greater than $            , which we refer to as the reference price, the settlement rate will be a number of shares of our common stock equal to $25 divided by the applicable market value; and

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if the applicable market value of our common stock is less than or equal to the reference price, the settlement rate will be      shares of our common stock.

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U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to February 15, 2006 in an aggregate amount equal to the principal amount of the senior notes included in Corporate Units, and,

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either:

(1)

in the case of a successful remarketing prior to the third business day preceding the purchase contract settlement date, U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to February 15, 2006 in an aggregate amount equal to the aggregate interest payment (assuming no reset of the interest rate) that would have been due on February 16, 2006 on the principal amount of the senior notes included in the Corporate Units, or

(2)

in the case of a special event redemption, U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to the business day immediately preceding each scheduled interest payment after the date of the special event redemption and on or prior to the purchase contract settlement date in an aggregate amount at maturity equal to the aggregate interest payment (assuming no reset of the interest rate) that would have been due on such interest payment date on the principal amount of the senior notes included in the Corporate Units.

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through early settlement as described under “Can I settle the purchase contract early?” above;

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if the initial remarketing attempt has failed, through cash settlement prior to the final remarketing date in the case of holders of Corporate Units, unless the Treasury portfolio has replaced the senior notes as a part of the Corporate Units, by notifying the purchase contract agent on or prior to the fifth business day prior to February 16, 2006 and delivering the cash payment required under the related purchase contracts on or prior to the fourth business day immediately prior to February 16, 2006;

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through the automatic application of the proceeds of the Treasury securities in the case of the Treasury Units or proceeds from the Treasury portfolio equal to the principal amount of the senior notes in the case of Corporate Units if the Treasury portfolio has replaced the senior notes as a component of the Corporate Units;

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through exercise of the put right as described under “What happens if the senior notes are not successfully remarketed?”, if no successful remarketing has occurred and none of the above events has taken place; or,

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without any further action, upon the termination of the purchase contracts as a result of our bankruptcy, insolvency or reorganization.

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(1)

If the applicable market value of our common stock is less than or equal to the reference price of $            , the number of shares of our common stock to be delivered to a holder of an Equity Unit will be calculated by dividing the stated amount of $25 by the reference price.

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(2)

If the applicable market value of our common stock is between the reference price and the threshold appreciation price of $            , the number of shares of our common stock to be delivered to a holder of an Equity Unit will be calculated by dividing the stated amount of $25 by the applicable market value.

(3)

If the applicable market value of our common stock is greater than or equal to the threshold appreciation price, the number of shares of our common stock to be delivered to a holder of an Equity Unit will be calculated by dividing the stated amount of $25 by the threshold appreciation price of $            .

(4)

The reference price is the last reported sale price of our common stock on the NYSE on January     , 2003.

(5)

The threshold appreciation price represents a     % appreciation over the reference price.

(6)

The “applicable market value” means the average of the closing price per share of our common stock on each of the 20 consecutive trading days ending on the third trading day immediately preceding the purchase contract settlement date.

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To create a Treasury Unit, a holder separates a Corporate Unit into its components — the purchase contract and the senior note, and then combines the purchase contract with a Treasury security that matures on the day immediately preceding the purchase contract settlement date.

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The Treasury security together with the purchase contract constitutes a Treasury Unit. The senior note, which is no longer a component of the Corporate Unit, is released to the holder and is tradable as a separate security.

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A holder owns the Treasury security that forms a part of the Treasury Unit but will pledge it to us through the collateral agent to secure its obligation under the related purchase contract.

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disqualification of the indenture trustee for “conflicting interests,” as defined under the Trust Indenture Act;

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provisions preventing a trustee that is also a creditor of the issuer from improving its own credit position at the expense of the security holders immediately prior to or after a default under such indenture; and

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the requirement that the indenture trustee deliver reports at least annually with respect to certain matters concerning the indenture trustee and the securities.

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(1)

Excludes the results of the Texas natural gas distribution business recently acquired from Southern Union discussed above under “Summary—Recent Developments.”

(2)

Includes the results of the production assets to be sold, and midstream natural gas assets recently sold, as discussed above under “Summary—Recent Developments.”

(3)

See “Summary—Recent Developments” above.

(4)

As discussed above under “Summary—Recent Developments,” we have announced the sale of $300 million of assets of our production segment.

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the Kansas Corporation Commission shall have approved the repurchase, the exchange and the new shareholder agreement;

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the offering shall have been consummated; and

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the absence of any statute, order, injunction or similar legal obstacle preventing consummation of the repurchase and the exchange.

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the representations and warranties of ONEOK set forth in the transaction agreement being true and correct; and

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ONEOK having performed in all material respects all of its obligations required to be performed by it under the transaction agreement.

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the representations and warranties of Westar set forth in the transaction agreement being true and correct; and

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Westar having performed in all material respects all of the obligations required to be performed by it under the transaction agreement.

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at any time by the mutual written consent of ONEOK and Westar; or

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by ONEOK, on one hand, or Westar, on the other hand, in the event the offering is not completed by February 28, 2003 or such later date as ONEOK and Westar may agree.

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the acquisition of any of our securities;

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the deposit of our equity securities in a voting trust or subjecting of those equity securities to any similar arrangement or proxy with respect to the voting of those equity securities;

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the commencement of a merger, acquisition or other business combination transaction relating to us; and

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engagement in any other action, either alone or in concert with others, to seek to control or influence our management, board of directors or policies.

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transfers of equity securities representing voting power of less than 5% provided that the transferee does not have a voting ownership percentage of more than 5% immediately prior to the transfer;

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in a bona fide underwritten public offering pursuant to the new registration rights agreement;

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pursuant to a pro rata distribution to the shareholders of Westar; and

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transfers to affiliates, provided that the party to whom the equity securities are transferred agrees to be bound by the terms of the new shareholder agreement.

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with respect to the election of directors, in favor of the election of all candidates for director nominated by our board of directors;

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with respect to any proposal initiated by any of our shareholders relating to the redemption of the rights issued pursuant to the rights agreement or any modification of the rights agreement (other than nonbinding precatory resolutions), in accordance with the recommendation of our board;

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with respect to any proposed amendment to our certificate of incorporation or by-laws that would reasonably have the effect of modifying in any way the amendment to our certificate of incorporation, which we refer to as the “opt out amendment,” by which we opted out of Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes, which relates to control share acquisitions, or would reasonably cause us to become subject to the control share acquisition statute or any other provisions that are substantially similar to the control share acquisition statute, Westar has the right to abstain or vote against such amendment;

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with respect to any transaction or series of transactions constituting a change-in-control, in its sole discretion; and

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with respect to all other matters, in its sole discretion those shares of common stock owned by Westar that were not acquired as a result of the conversion of shares of our Series D convertible preferred stock, and must vote all other voting securities held by Westar in the same proportion as all voting securities voted on the matter are voted by our other shareholders.

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multiplying the then current purchase price by the then number of one one-hundredths of a share of our preferred stock for which a right was exercisable immediately prior to the first occurrence of a person or group becoming an acquiring person; and

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dividing that product by 50% of the then current per share market price of our common stock on the date of the first occurrence.

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we are involved in a merger or consolidation with an interested shareholder or with any other person in a case where all holders of our common stock are not treated alike; or

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we sell or transfer more than 50% of our assets or earning power to an interested shareholder or other person or, to any other person in a case where all holders of our common stock are not treated alike,

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multiplying the then current purchase price by the number of one one-hundredths of a share of our preferred stock for which a right is then exercisable; and

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dividing the product by 50% of the then current per share market price of the common stock of the acquiring company.

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our actual capitalization as of November 30, 2002;

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our supplemental capitalization to give effect to this offering of Equity Units and the application of the net proceeds therefrom, including the repurchase of $125 million of Series A convertible preferred stock; and

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our capitalization as adjusted to give effect to this offering of Equity Units and our concurrent offering of 12,000,000 shares of our common stock (assuming no exercise of the over-allotment option to purchase additional shares of common stock) and the application of the aggregate net proceeds from the offerings, including the repurchase of $250 million of Series A convertible preferred stock.

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(a)

a purchase contract under which

(1)

the holder will agree to purchase from us, and we will agree to sell to the holder, not later than February 16, 2006, which we refer to as the purchase contract settlement date, for $25 in cash, a number of newly issued shares of our common stock equal to the settlement rate described below under “Description of the Purchase Contracts—Purchase of Common Stock,” subject to antidilution adjustments, and

(2)

we will pay the holder quarterly contract adjustment payments at the rate of         % per year on the stated amount of $25 or $        per year, and

(b)

either:

(1)

a senior note issued by us having a $25 principal amount, or

(2)

following a successful remarketing of the senior notes prior to the third business day immediately preceding the purchase contract settlement date, or the occurrence of a special event redemption, the applicable ownership interest in a portfolio of U.S. Treasury securities, which we refer to as the Treasury portfolio.

(1)

a 2.5% undivided beneficial ownership interest in $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) included in the Treasury portfolio that matures on or prior to February 15, 2006, and

(2)

for the scheduled interest payment date on the senior notes that occurs on February 16, 2006, in the case of a successful remarketing of the senior note included in that Corporate Unit prior to the third business day immediately preceding the purchase contract settlement date, or for each scheduled interest payment date on the senior notes after the date of a special event redemption and on or before the purchase contract settlement date, in the case of a special event redemption, a     % undivided beneficial ownership interest in $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) included in the Treasury portfolio that mature on or prior to the business day immediately preceding such payment date.

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(a)

a purchase contract under which

(1)

the holder will agree to purchase from us, and we will agree to sell to the holder, not later than the purchase contract settlement date, for $25 in cash, a number of newly issued shares of our common stock equal to the settlement rate, subject to anti-dilution adjustments, and

(2)

we will pay the holder quarterly contract adjustment payments at the rate of        % per year on the stated amount of $25, or $        per year, and

(b)

a 2.5% undivided beneficial interest in a Treasury security with a principal amount of $1,000.

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deposit with the collateral agent a Treasury security that has a principal amount at maturity of $1,000 which must be purchased in the open market at the Corporate Unit holder’s expense, and

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transfer 40 Corporate Units to the purchase contract agent accompanied by a notice stating that the holder has deposited a Treasury security with the collateral agent and requesting the release to the holder of the senior notes relating to the 40 Corporate Units.

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cancel the 40 Corporate Units,

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transfer the related senior notes to the holder, and

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deliver 40 Treasury Units to the holder.

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deposit with the collateral agent 40 senior notes, which must be purchased in the open market at the holder’s expense unless otherwise owned by the holder, and

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transfer 40 Treasury Unit certificates to the purchase contract agent accompanied by a notice stating that the Treasury Unit holder has deposited 40 senior notes with the collateral agent and requesting the release to the holder of the Treasury security relating to the Treasury Units.

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cancel the 40 Treasury Units,

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transfer the related Treasury security to the holder, and

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deliver 40 Corporate Units to the holder.

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If the applicable market value of our common stock is equal to or greater than the threshold appreciation price of $            , the settlement rate will be        shares of our common stock, which is equal to the stated amount divided by the threshold appreciation price.

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If the applicable market value of our common stock is less than the threshold appreciation price but greater than the reference price of $            , the settlement rate will be a number of shares of our common stock equal to $25 divided by the applicable market value.

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If the applicable market value of our common stock is less than or equal to the reference price, the settlement rate will be        shares of our common stock, which is equal to the stated amount divided by the reference price.

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is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business, and

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has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the common stock.

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a holder of Corporate Units or Treasury Units has settled the related purchase contracts prior to the purchase contract settlement date through the early delivery of cash to the purchase contract agent in the manner described under “—Early Settlement,” or “—Early Settlement Upon Cash Merger,”

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a holder of Corporate Units that include senior notes has settled the related purchase contracts with separate cash on the fourth business day immediately preceding the purchase contract settlement date pursuant to prior notice given in the manner described under “—Notice to Settle with Cash,” or

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an event described under “—Termination” has occurred,

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in the case of Corporate Units where the Treasury portfolio has replaced the senior notes as a component of the Corporate Units, proceeds equal to the stated amount of $25 per Corporate Unit when paid at maturity, of the appropriate applicable ownership interest of the Treasury portfolio will automatically be applied to satisfy in full the holder’s obligation to purchase common stock under the related purchase contracts,

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in the case of Corporate Units where the Treasury portfolio has not replaced the senior notes as a component of the Corporate Units and there has been a successful final remarketing of the senior notes, the portion of the proceeds from the remarketing equal to the principal amount of the senior notes remarketed will automatically be applied to satisfy in full the holder’s obligation to purchase shares of our common stock under the related purchase contracts,

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in the case of Corporate Units where the Treasury portfolio has not replaced the senior notes as a component of the Corporate Units and there has not been a successful remarketing of the senior notes, (1) if holders of Corporate Units exercise their put right of the related senior notes, $25 of the put price

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received by the collateral agent or (2) if such holders elect not to exercise their put right, the cash delivered by such holders in settlement of the related purchase contracts, in each case will automatically be applied to satisfy in full the holders’ obligation to purchase common stock under the related purchase contracts, and

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in the case of Treasury Units, the principal amount of the related Treasury securities, when paid at maturity, will automatically be applied to satisfy in full the holder’s obligation to purchase common stock under the related purchase contracts.

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irrevocably agreed to be bound by the terms and provisions of the related purchase contracts and the pledge agreement and to have agreed to perform its obligations thereunder for so long as the holder remains a holder of the Corporate Units or Treasury Units, and

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duly appointed the purchase contract agent as the holder’s attorney-in-fact to enter into and perform the related purchase contracts and pledge agreement on behalf of and in the name of the holder.

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itself as the owner of the related senior notes, applicable ownership interests in the Treasury portfolio or the Treasury securities, as the case may be, and

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the senior notes as indebtedness for all United States federal income tax purposes.

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U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to February 15, 2006 in an aggregate amount equal to the principal amount of the senior notes included in Corporate Units, and

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U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to February 15, 2006 in an aggregate amount equal to the aggregate interest payment (assuming no reset of the interest rate) that would have been paid to the holders of Corporate Units on the purchase contract settlement date on the aggregate principal amount of the senior notes included in the Corporate Units.

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the stated amount times the number of purchase contracts being settled, plus

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if the delivery is made with respect to any purchase contract during the period from the close of business on any record date next preceding any payment date to the opening of business on such payment date, an amount equal to the contract adjustment payments payable on the payment date with respect to the purchase contract.

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except as described below in “—Early Settlement Upon Cash Merger” the holder will receive             newly issued shares of common stock per Corporate Unit or Treasury Unit, subject to adjustment under the circumstances described under “—Anti-Dilution Adjustments,” accompanied by an appropriate prospectus if required by law,

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the senior notes, the applicable ownership interest in the Treasury portfolio or the Treasury securities, as the case may be, related to the Corporate Units or Treasury Units will be transferred to the holder free and clear of our security interest,

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the holder’s right to receive future contract adjustment payments and any accrued and unpaid contract adjustment payments for the period since the most recent quarterly payment date will terminate, and

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no adjustment will be made to or for the holder on account of any accrued and unpaid contract adjustment payments referred to in the previous bullet.

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(a)

the payment of dividends and distributions of shares of common stock on the outstanding shares of common stock;

(b)

the issuance to all holders of outstanding shares of common stock of rights, warrants or options (other than pursuant to any dividend reinvestment or share purchase plans) entitling them, for a period of up to 45 days, to subscribe for or purchase shares of common stock at less than the current market price thereof;

(c)

subdivisions, splits and combinations of shares of common stock;

(d)

distributions to all holders of outstanding shares of common stock of evidences of our indebtedness, shares of capital stock, securities, cash or property (excluding any dividend or distribution covered by clause (a) or (b) above and any dividend or distribution paid exclusively in cash);

(e)

distributions (other than regular quarterly cash distributions) consisting exclusively of cash to all holders of outstanding shares of common stock in an aggregate amount that, together with (1) other all-cash distributions (other than regular quarterly cash distributions) made within the preceding 12 months and (2) any cash and the fair market value, as of the expiration of the tender or exchange offer referred to below, of consideration payable in respect of any tender or exchange offer (other than consideration payable in respect of any odd-lot tender offer) by us or any of our subsidiaries for shares of common stock concluded within the preceding 12 months, exceeds 15% of our aggregate market capitalization (aggregate market capitalization being the product of the current market price of shares of common stock multiplied by the number of shares of common stock then outstanding) on the record date of such distribution; and

(f)

the successful completion of a tender or exchange offer made by us or any of our subsidiaries for shares of common stock which involves an aggregate consideration that, together with (1) any cash and the fair market value of other consideration payable in respect of any tender or exchange offer (other than consideration payable in respect of any odd-lot tender offer) by us or any of our subsidiaries for the common stock concluded within the preceding 12 months and (2) the aggregate amount of any all-cash distributions (other than regular quarterly cash distributions) to all holders of shares of common stock within the preceding 12 months, exceeds 15% of our aggregate market capitalization on the expiration of the tender or exchange offer.

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to substitute Treasury securities for the related senior notes or the applicable ownership interest in the Treasury portfolio, as the case may be, as provided for under “Description of the Equity Units—Creating Treasury Units,”

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to substitute senior notes or the applicable ownership interest of the Treasury portfolio, as the case may be, for the related Treasury securities, as provided for under “Description of the Equity Units— Recreating Corporate Units,” or

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upon the termination or early settlement of the related purchase contracts.

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the depositary notifies us that it is unwilling or unable to continue as a depositary for the global security certificates and no successor depositary has been appointed within 90 days after this notice,

•

the depositary at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934 when the depositary is required to be so registered to act as the depositary and no successor depositary has been appointed within 90 days after we learn that the depositary has ceased to be so registered, or

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we, in our sole discretion, determine that the global security certificates shall be so exchangeable,

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will not be entitled to have such global security certificates or the Corporate Units or Treasury Units represented by these certificates registered in their names,

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will not receive or be entitled to receive physical delivery of Corporate Unit or Treasury Unit certificates in exchange for beneficial interests in global security certificates, and

•

will not be considered to be owners or holders of the global security certificates or any Corporate Units or Treasury Units represented by these certificates for any purpose under the Corporate Units or Treasury Units or the purchase contract agreement.

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to evidence the succession of another person to our obligations;

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to add to the covenants for the benefit of holders or to surrender any of our rights or powers under those agreements;

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to evidence and provide for the acceptance of appointment of a successor purchase contract agent or a successor collateral agent or securities intermediary;

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to make provision with respect to the rights of holders pursuant to adjustments in the settlement rate due to consolidations, mergers or other reorganization events;

•

to cure any ambiguity, to correct or supplement any provisions that may be inconsistent; and

•

to make any other provisions with respect to such matters or questions, provided that such action shall not materially adversely affect the interest of the holders.

•

change any payment date,

•

change the amount or type of pledged securities related to the purchase contract, impair the right of the holder of any pledged securities to receive distributions on the pledged securities or otherwise adversely affect the holder’s rights in or to the pledged securities,

•

change the place or currency of payment or reduce any contract adjustment payments,

•

impair the right to institute suit for the enforcement of the purchase contract or payment of any contract adjustment payments,

•

reduce the number of shares of common stock purchasable under the purchase contract, increase the price to purchase shares of common stock upon settlement of the purchase contract, change the purchase contract settlement date or the right to early settlement or otherwise adversely affect the holder’s rights under the purchase contract, or

•

reduce the above-stated percentage of outstanding purchase contracts the consent of the holders of which is required for the modification or amendment of the provisions of the purchase contracts, the purchase contract agreement or the pledge agreement.

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the depositary notifies us that it is unwilling or unable to continue as a depositary for the global security certificates and no successor depositary has been appointed within 90 days after this notice;

•

an event of default occurs and is continuing with respect to the senior notes; or

•

we determine in our sole discretion that we will no longer have senior notes represented by global securities,

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the non-U.S. holder does not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury Regulations;

•

in the case of the senior notes, the non-U.S. holder is not a controlled foreign corporation that is related to us through stock ownership; and

•

(a) the non-U.S. holder provides its name, address and certain other information on an appropriate IRS form (or substitute form), and certifies, under penalties of perjury, that it is not a United States person or (b) the non-U.S. holder holds its senior notes, Treasury securities or applicable ownership interest in the Treasury portfolio through certain foreign intermediaries or certain foreign partnerships and certain certification requirements are satisfied.

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that gain or income is effectively connected with the non-U.S. holder’s conduct of a trade or business in the U.S.; or

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the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

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our annual report on Form 10-K for the year ended December 31, 2001, as amended;

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our reports on Form 10-Q for the quarterly periods ended March 31, 2002, as amended, June 30, 2002, as amended, and September 30, 2002;

•

our current reports on Form 8-K dated January 8, 2002, January 18, 2002, March 21, 2002, June 3, 2002, June 5, 2002, June 24, 2002, August 7, 2002, August 12, 2002, August 23, 2002 (two separate reports), August 30, 2002, September 20, 2002, September 25, 2002, October 15, 2002, October 17, 2002, November 7, 2002, November 8, 2002, November 27, 2002, December 16, 2002, January 3, 2003 (two separate reports) and January 9, 2003;

•

the description of our Common Stock contained in our Form 8-A registration statement filed with the Securities and Exchange Commission on November 21, 1997, including any amendment or report filed for the purpose of updating that description; and

•

the description of our preferred share purchase rights contained in our Form 8-A registration statement filed with the Securities and Exchange Commission on November 28, 1997, including any amendment or report filed for the purpose of updating that description.

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risks associated with any reduction in our credit ratings;

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the effects of weather and other natural phenomena on sales and prices;

•

competition from other energy suppliers as well as alternative forms of energy;

•

the capital intensive nature of our business;

•

further deregulation, or “unbundling,” of the natural gas business;

•

competitive changes in the natural gas gathering, transportation and storage business resulting from deregulation, or “unbundling,” of the natural gas business;

•

the profitability of assets or businesses acquired by us;

•

risks of marketing, trading and hedging activities as a result of changes in energy prices or the financial condition of our trading partners;

•

economic climate and growth in the geographic areas in which we do business;

•

the uncertainty of gas and oil reserve estimates;

•

the timing and extent of changes in commodity prices for natural gas, natural gas liquids, electricity and crude oil;

•

the effects of changes in governmental policies and regulatory actions, including with respect to accounting policies, income taxes, environmental compliance, authorized rates and recovery of gas costs;

•

the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension expense and funding resulting from changes in stock market returns;

•

risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;

•

the results of administrative proceedings and litigation involving the Oklahoma Corporation Commission and the Kansas Corporation Commission or any other local, state or federal regulatory body;

•

our ability to access capital at competitive rates or on terms acceptable to us;

•

actions taken by Westar Energy, Inc., formerly Western Resources, Inc., with respect to its investment in ONEOK, including, without limitation, the effect of a sale of our shares of common stock and preferred stock beneficially owned by Westar Energy;

•

the risk of a significant slowdown in growth or decline in the U.S. economy, the risk of delay in growth or recovery in the U.S. economy or the risk of increased cost for insurance premiums, security and other items as a consequence of the September 11, 2001 terrorist attacks; and

•

the other factors listed in the reports we have filed and may file with the Securities and Exchange Commission, which are incorporated by reference.

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the title of the Debt Securities of the particular series;

•

the total principal amount of those Debt Securities and the percentage of their principal amount at which we will issue those Debt Securities;

•

the date or dates on which the principal of those Debt Securities will be payable;

•

the interest rate, the method for determining the interest rate (if the interest rate is variable), the date from which interest will accrue, interest payment dates and record dates for interest payments;

•

the place or places where payments on those Debt Securities will be made, where holders may surrender their Debt Securities for transfer or exchange and where to serve notices or demands;

•

any provisions for optional redemption or early repayment;

•

any provisions that would obligate us to redeem, purchase or repay those Debt Securities;

•

any provisions for conversion or exchange of the Debt Securities;

•

whether payments on the Debt Securities of the particular series will be payable by reference to any index, formula or other method;

•

any deletions from, changes of or additions to the events of default or covenants described in this prospectus;

•

the portion of the principal amount of those Debt Securities that will be payable if the maturity is accelerated, if other than the entire principal amount;

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any additional means of defeasance of all or any portion of those Debt Securities, any additional conditions or limitations to defeasance of those Debt Securities or any changes to those conditions or limitations;

•

any provisions granting special rights to holders of the Debt Securities of the particular series upon the occurrence of events identified in the prospectus supplement;

•

if other than the trustee, the designation of any paying agent or security registrar for those Debt Securities; and the designation of any transfer or other agents or depositories for those Debt Securities;

•

whether we will issue the Debt Securities of the particular series in individual certificates to each holder or in the form of temporary or permanent global securities that a depository will hold on behalf of holders;

•

the denominations in which we will issue the Debt Securities of the particular series or in which they may be owned, if other than $1,000 or any integral multiple of $1,000;

•

whether and in what circumstances any additional amounts may be payable on those Debt Securities to foreign holders; and

•

any other terms or conditions that are consistent with the Indenture.

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Liens that exist on the date we first issue a series of Debt Securities under the Indenture;

•

Liens on any Principal Property or shares of stock or debt of any entity that constitutes a principal subsidiary existing at the time we merge or consolidate with that entity or acquire its property or at the time the entity becomes a principal subsidiary;

•

Liens on any Principal Property existing at the time we acquire that Principal Property so long as the Lien does not extend to any of our other Principal Property;

•

Liens on any Principal Property, and any Lien on the shares of stock of any principal subsidiary formed for the purpose of acquiring that Principal Property, either:

•

securing all or part of the cost of acquiring, constructing, improving, developing or expanding the Principal Property that was incurred before, at or within 12 months after the latest of the acquisition or completion of the assets or their commencing commercial operation; or

•

securing debt to finance the purchase price of the Principal Property or the cost of constructing, improving, developing or expanding the assets that was incurred before, at or within 12 months after the latest of the acquisition or completion of the assets or their commencing commercial operation;

•

Liens on any Principal Property or shares of stock or debt of any principal subsidiary to secure debt owed to us;

•

Liens securing industrial development, pollution control or other revenue bonds of a government entity;

•

Liens arising in connection with a project financed with, and securing, Non-Recourse Indebtedness;

•

statutory or other Liens arising in the ordinary course of business and relating to amounts that are not delinquent or remain payable without penalty or that we are contesting in good faith;

•

Liens (other than Liens imposed by the Employee Retirement Income Security Act of 1974) on our property incurred or required in connection with workmen’s compensation, unemployment insurance and other social security legislation;

•

Liens securing taxes that remain payable without penalty or that we are contesting in good faith if we believe we have adequate reserves for the taxes in question;

•

rights that any governmental entity may have to purchase or order the sale of any of our property upon payment of reasonable compensation;

•

rights that any governmental entity may have to terminate any of our franchises, licenses or other rights or to regulate our property and business;

•

Liens that we do not assume or on which we do not customarily pay interest and that exist on real estate or other rights we acquire for sub-station, measuring station, regulating station, gas purification station, compressor station, transmission line, distribution line or right-of-way purposes;

•

easements or reservations in our property for roads, pipelines, gas transmission and distribution lines, electric light and power transmission and distribution lines, water mains and other similar purposes and zoning ordinances, regulations and restrictions that do not impair the use of the property in the operation of our business; and

•

any extensions, renewals, substitutions or replacements of the above-described Liens or any debt secured by these Liens if both:

•

the amount of debt secured by the new Lien and not otherwise permitted does not exceed the principal amount of debt so secured at the time of the renewal or refunding; and

•

the new Lien is limited to the property (plus any improvements) secured by the original Lien.

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we could incur debt secured by a Lien on the Principal Property that is the subject of that Sale/Leaseback Transaction;

•

the Attributable Debt subject to that Sale/Leaseback Transaction would be in an amount permitted under the “basket” described above under “—Limitation on Liens”;

•

the proceeds of that Sale/Leaseback Transaction are used for our business and operations; or

•

within the period ending 12 months after the closing of the Sale/Leaseback Transaction, we apply the net proceeds of the Sale/Leaseback Transaction to the voluntary retirement of any Debt Securities issued under the Indenture or Funded Indebtedness (other than Funded Indebtedness that we hold or that is subordinate in right of payment to any Debt Securities issued under the Indenture).

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immediately after giving effect to the transaction, no default or event of default under the Indenture would have occurred and be continuing or would result from the transaction;

•

we are the continuing corporation or, if we are not the continuing corporation, the resulting entity is organized and existing under the laws of any United States jurisdiction and assumes the due and punctual payments on the Debt Securities and the performance of our covenants and obligations under the Indenture and those Debt Securities; and

•

we provide the trustee with a certificate and a legal opinion, each stating that the Indenture permits the transaction.

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our failure to pay interest on that series of Debt Securities for 30 days after it becomes due and payable;

•

our failure to pay principal of or any premium on that series of Debt Securities when due;

•

our failure to comply with any of our covenants or agreements for that series of Debt Securities or in the Indenture (other than an agreement or covenant that we have included in the Indenture solely for the benefit of less than all series of Debt Securities) for 60 days after the trustee or the holders of at least 25% in principal amount of all outstanding Debt Securities affected by that failure provide written notice to us;

•

the default under any agreement under which we or any subsidiary that owns or leases Principal Property have at the time outstanding debt in excess of $15,000,000 and, if that debt has not already matured, it has been accelerated and the acceleration is not rescinded within 30 days after we receive notice from the trustee or the holders of at least 25% in principal amount of all outstanding Debt Securities of a series so long as, prior to the entry of judgment in favor of the trustee for payment of the Debt Securities of that series, we do not cure the default, or the default under the agreement has not been waived;

•

various events involving our bankruptcy, insolvency or reorganization; or

•

any other event of default provided for that series of Debt Securities.

•

conducting any proceeding for any remedy available to the trustee; and

•

exercising any trust or power conferred on the trustee.

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reduce the principal of the Debt Security or change its stated maturity;

•

reduce the rate of or change the time for payment of interest on the Debt Security;

•

reduce any premium payable on the redemption of the Debt Security or change the time at which the Debt Security may or must be redeemed;

•

change any obligation to pay additional amounts on the Debt Security;

•

impair the holder’s right to institute suit for the enforcement of any payment on the Debt Security;

•

impair the holder’s right to convert or exchange any Debt Security;

•

reduce the percentage of principal amount of Debt Securities whose holders must consent to an amendment to or supplement of the Indenture;

•

reduce the percentage of principal amount of Debt Securities necessary to waive compliance with some of the provisions of the Indenture; or

•

modify provisions relating to amendment or waiver, except to increase percentages or to provide that other provisions of the Indenture cannot be amended or waived without the consent of each holder affected.

•

to provide for the assumption of our obligations under the Indenture and the Debt Securities by a successor;

•

to add covenants that would benefit the holders of any Debt Securities or to surrender any of our rights or powers;

•

to provide for the issuance of additional securities, including Debt Securities of a particular series, under the Indenture;

•

to add events of default;

•

to provide any security for or guarantees of any series of Debt Securities;

•

to provide for the form or terms of any series of Debt Securities;

•

to appoint a successor trustee or to provide for the administration of the trusts under the Indenture by more than one trustee;

•

to cure any ambiguity, omission, defect or inconsistency that does not adversely affect the interests of the holders of outstanding Debt Securities of any series;

•

to make any change to the extent necessary to permit or facilitate defeasance or discharge of any series of Debt Securities that does not adversely affect the interests of the holders of outstanding Debt Securities of any series; or

•

to make any change that does not affect the rights of any holder.

•

our obligation to secure the Debt Securities in the event of mergers, consolidations and sales of assets;

•

corporate existence; and

•

the restrictions on Liens and Sale/Leaseback Transactions.

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“legal defeasance,” which means that we will be discharged from our obligations with respect to the Debt Securities of that series; or

•

“covenant defeasance,” which means that we will no longer have any obligation to comply with the restrictive covenants under the Indenture and any other restrictive covenants that apply to that series of the Debt Securities, and the related events of default will no longer apply to us.

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during a period beginning 15 business days prior to the mailing of the relevant notice of redemption and ending on the close of business on the day of mailing of that notice; or

•

if we have called the Debt Security for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part.

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any member of the shareholder group (which consists of Westar Energy, any Westar Energy affiliate and any person with whom Westar Energy or any of its affiliates is part of a partnership, limited partnership, syndicate or other group of persons acquiring, holding, voting or disposing of any voting securities which would be required under Section 13(d) of the Securities Exchange Act of 1934 to file a statement on Schedule 13D with the Securities and Exchange Commission) but only to the extent of shares of our Common Stock held or acquired by the shareholder group member in accordance with the Shareholder Agreement with Westar Energy and provided that this exemption permanently expires when the ownership percentage of Westar Energy and its affiliates first falls below 10%, which ownership percentage is determined by calculating the voting power represented by all of our securities beneficially owned by Westar Energy and its affiliates after giving effect to the conversion of all convertible securities into shares of our Common Stock or other voting securities; and

•

any transferee who acquires beneficial ownership of shares of our Common Stock from the shareholder group pursuant to provisions of the Shareholder Agreement with Westar Energy or who acquires beneficial ownership of less than 5% of our Common Stock in a public offering pursuant to the Shareholder Agreement, but only to the extent of shares of our Common Stock acquired in accordance with the terms of the Shareholder Agreement. The transferee will be considered an acquiring person upon the concurrent or subsequent acquisition by that transferee, or its affiliates or associates, of any additional shares of our Common Stock if, after giving effect to the acquisition, and taking into account all shares beneficially owned by the transferee including the shares acquired from the shareholder group, the transferee would be considered an acquiring person but for this summarized provision.

•

multiplying the then current purchase price by the then number of one one-hundredths of a share of our preferred stock for which a right was exercisable immediately prior to the first occurrence of a person or group becoming an acquiring person; and

•

dividing that product by 50% of the then current per share market price of our Common Stock on the date of the first occurrence.

•

we are involved in a merger or consolidation with an interested shareholder or with any other person in a case where all holders of our Common Stock are not treated alike; or

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we sell or transfer more than 50% of our assets or earning power to an interested stockholder or other person or, to any other person in a case where all holders of our Common Stock are not treated alike,

•

multiplying the then current purchase price by the number of one one-hundredths of a share of our Preferred Stock for which a right is then exercisable; and

•

dividing the product by 50% of the then current per share market price of the Common Stock of the acquiring company.

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any proposed amendment to our certificate of incorporation or by-laws that would reasonably have the effect of modifying in any way the amendment by which we opted out of Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes, which relates to control share acquisitions, or would reasonably cause us to become subject to:

•

the control share acquisition statute; or

•

any other provisions that are substantially similar to the control share acquisition statute;

•

any proposal relating to the amendment by which we opted out of Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes; and

•

any transaction or series of transactions that, if consummated, would constitute a change-in-control.

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prior to the occurrence of a regulatory change, the acquisition of our voting securities that would cause the shareholder group to have securities representing more than 9.9% of our total outstanding voting power;

•

at any time, the acquisition of securities that would cause the shareholder group’s total ownership percentage (including shares of Common Stock issuable upon conversion of shares of Convertible Preferred Stock or other securities) to exceed the maximum ownership percentage, which is a total ownership percentage of 45%, less the voting power represented by all voting securities transferred by the shareholder group during the term of the Shareholder Agreement represented by any shares of Convertible Preferred Stock converted into shares of our Common Stock contemporaneously with the transfer pursuant to the Shareholder Agreement;

•

the deposit of our equity securities in a voting trust or subjecting of those equity securities to any similar arrangement or proxy with respect to the voting of those equity securities;

•

the commencement of a merger, acquisition or other business combination transaction relating to us; and

•

engagement in any other action, either alone or in concert with others, to seek to control or influence our management, board of directors or policies.

•

by purchasing our Common Stock in the open market or otherwise (and, to the extent those purchases would cause the shareholder group’s voting ownership percentage to exceed 9.9% prior to a regulatory change, exchanging each of those shares for one half of a share of Series B Convertible Preferred Stock issued by us, subject to adjustment to reflect any stock split, combination or similar transaction);

•

in some events where the reduction in the shareholder group’s total ownership percentage (including shares of Common Stock issuable upon conversion of shares of Convertible Preferred Stock or other securities) is caused by a dilutive issuance of our securities, by requiring us to issue to Westar Energy at the issue price per share of the dilutive issuance, prior to a regulatory change, additional shares of our

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Common Stock and, to the extent that issuance would cause the shareholder group’s voting ownership percentage to exceed 9.9%, Series B Convertible Preferred Stock sufficient to restore the shareholder group’s total ownership percentage (including shares of Common Stock issuable upon conversion of shares of Convertible Preferred Stock or other securities) to the maximum ownership percentage; or

•

in the case of a dilutive issuance that is the result of an acquisition or other business combination transaction, by merger or otherwise, by requiring us to issue to Westar Energy shares of our Common Stock sufficient to restore the shareholder group’s total ownership percentage to the maximum ownership percentage minus 10%.

•

transfers of equity securities representing voting power of less than 5% provided that the transferee does not have a voting ownership percentage of 5% or more immediately prior to the transfer;

•

in a bona fide underwritten public offering pursuant to the Registration Rights Agreement that we entered into with Westar Energy;

•

pursuant to a pro rata distribution to Westar Energy’s shareholders; and

•

pursuant to a procedure that permits Westar Energy to transfer equity securities representing 5% or more of our voting power, provided that we have been given notice thereof, and have failed, within a specified period of time, to purchase from Westar Energy the equity securities proposed to be sold at a cash purchase price per share equal to 98.5% of the then current market price for our Common Stock.

•

with respect to the election of directors, Westar Energy will vote its voting securities in favor of the election of all candidates for director nominated by our board of directors;

•

with respect to any proposal initiated by any of our shareholders relating to the redemption of the rights issued pursuant to the Shareholder Rights Agreement or any modification of the Shareholder Rights Agreement (other than nonbinding precatory resolutions), Westar Energy will, and will cause each member of the shareholder group to, vote all voting securities beneficially owned by Westar Energy or any member of the shareholder group in accordance with the recommendation of our board;

•

with respect to transactions constituting a change-in-control or with respect to any proposal relating to the opt-out amendment, Westar Energy may vote any or all of the voting securities and Convertible Preferred Stock (which, as described above, has the right in such circumstances to vote together with our Common Stock on a two votes per share basis, as adjusted to reflect our recent stock split and subject to adjustment to reflect any further stock split or similar events) held by the shareholder group in its sole discretion;

•

with respect to any proposed amendment to our certificate of incorporation or by-laws that would reasonably have the effect of modifying in any way the opt-out amendment or would reasonably cause us to become subject to the control share acquisition statute or any other provisions that are substantially similar to the control share acquisition statute, Westar Energy or any member of the shareholder group has the right to abstain or vote against such amendment; and

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with respect to all other matters,

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prior to the occurrence of a regulatory change, Westar Energy may vote any voting securities held by the shareholder group in Westar Energy’s sole discretion; and

•

after the occurrence of a regulatory change, Westar Energy may vote in its sole discretion up to 9.9% of our outstanding voting power and Westar Energy must vote any other voting securities owned by it in the same proportion as all voting securities voted on the other matter are voted by our other shareholders.

•

our quarterly dividend on our Common Stock falls below $0.15 per share (as adjusted to reflect any stock split or similar events) in any five quarters or we fail to pay the stated quarterly dividend on any series of Convertible Preferred Stock in any five quarters;

•

the shareholder group’s total ownership percentage falls below 9.9% at any time; or

•

the shareholder group’s total ownership percentage falls below 30% at any time after November 26, 2012, which is the 15th anniversary of the signing of the Shareholder Agreement.

•

demand registration rights, whereby Westar Energy can require us to file a registration statement under the Securities Act of 1933 registering its shares of our Common Stock; and

•

piggy-back registration rights, whereby Westar Energy can require that we include any or all of its shares of our Common Stock in a registration statement that we have proposed to file under the Securities Act of 1933.

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prior to the date that person became an interested shareholder, our board of directors approved the transaction in which the interested shareholder became an interested shareholder or approved the business combination;

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upon consummation of the transaction that resulted in the interested shareholder’s becoming an interested shareholder, the interested shareholder owns at least 85% of our voting stock outstanding at the time the transaction commenced, excluding stock held by directors who are also officers of the corporation and stock held by certain employee stock plans; or

•

on or subsequent to the date of the transaction in which that person became an interested shareholder, the business combination is approved by the board of directors of the corporation and authorized at a meeting of shareholders by the affirmative vote of the holders of two-thirds of the outstanding voting stock of the corporation not owned by the interested shareholder.

•

any merger or consolidation involving the corporation and an interested shareholder;

•

any sale, transfer, pledge or other disposition involving an interested shareholder of 10% or more of the assets of the corporation;

•

subject to limited exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to an interested shareholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested shareholder; or

•

the receipt by an interested shareholder of any loans, guarantees, pledges or other financial benefits provided by or through the corporation.

•

the director or officer has breached his or her duty of loyalty to the corporation or its shareholders;

•

the breach or failure to perform constitutes an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law;

•

the director served at the time of payment of an unlawful dividend or an unlawful stock purchase or redemption, unless the director was absent at the time the action was taken; or

•

the director or officer derived an improper personal benefit from the transaction.

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while our director, officer, employee or agent is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

•

pursuant to our notice of meeting;

•

by or at the discretion of our board of directors; or

•

by any of our shareholders of record at the time the notice is given, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth herein.

•

a brief description of and the reasons for proposing the matter at the meeting;

•

the name and address, as they appear on our books, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made;

•

the class and number of shares that are owned beneficially and of record by the shareholder of record and by the beneficial owner, if any, on whose behalf the proposal is made; and

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any material interest of the shareholder of record and the beneficial owner, if any, on whose behalf the proposal is made, in the proposal.

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a majority vote of all of the independent directors; or

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the holders of at least 66 2/3% of the outstanding shares otherwise entitled to vote as a single class with the Common Stock to approve the business combination, excluding any shares owned by the related person.

•

the number of directors and the manner of electing those directors, including the election of directors to newly created directorships;

•

provisions relating to changes in the by-laws;

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a director’s personal liability to us or our shareholders;

•

shareholder ratification of various contracts, transactions and acts; and

•

voting requirements for approval of business combinations.

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commercial and savings banks;

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insurance companies;

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pension funds;

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investment companies; and

•

educational and charitable institutions.

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