ONEOK INC /NEW/ (Form: 8-K, Received: 02/24/2023 17:02:50)

{00151290 4 } 1 AMENDED AND RESTATED BY-LAWS of ONEOK, Inc. (an Oklahoma corporation) ARTICLE I OFFICES Section 1.01 Principal Office. The principal office for the transaction of the business of ONEOK, Inc. (the “Corporation”) shall be located at 100 West Fifth Street, 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 1.02 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; Adjournment. (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. Exhibit 3.1

{00151290 4 } 2 (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 by any of the chairman of the Board, the individual designated as the presiding officer of the meeting or a majority of the shareholders present in person or represented by proxy at the meeting and entitled to vote, whether or not a quorum is present, 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. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original 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

{00151290 4 } 3 (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. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board. 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. 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.

{00151290 4 } 4 (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 or applicable stock exchange rule, 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) and, as applicable, Section 3.18 of these By-laws and (ii) such nomination has not been withdrawn by such shareholder on or before the tenth (10th) day before the Corporation first issues 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 presiding officer 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 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

{00151290 4 } 5 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; Organization. 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 presiding officer 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 presiding officer of the meeting shall appoint a secretary of the meeting. The Board or a committee thereof shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the presiding officer of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding officer, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the presiding officer shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Section 2.10 Inspectors. If at any meeting of the shareholders a vote by written ballot shall be taken on any question, the presiding officer 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) and Section 3.18 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 (the “Exchange Act”). (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

{00151290 4 } 6 Principal Office of the Corporation not less than one hundred twenty (120) calendar days, and not more than one hundred fifty (150) 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 (10th) 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 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, as they appear on the Corporation’s books, of such shareholder, and the name and address of such beneficial owner, if any; (B) 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; (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; (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. (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) Each of the Board, the chairman of the Board or the presiding officer of the meeting shall have the power to determine whether business proposed to be brought before a meeting was properly brought or proposed in accordance with these By-laws. The chairman of the Board or the individual designated as presiding officer 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

{00151290 4 } 7 procedures proscribed herein, and, if the chairman of the Board or the presiding officer 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 nine (9) 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) At each annual meeting of shareholders of the Corporation, directors shall be elected for a term expiring at the next succeeding annual meeting of shareholders. 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. (b) A person shall retire from the Board no later than immediately prior to the annual meeting of shareholders following such person’s seventy-fifth (75th) 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, (y) who complies with the notice procedures set forth in this subsection (c) and Section 3.03(d) and (z) with respect to qualifying nominations of a Shareholder Nominee (as defined in Section 3.18 below) pursuant to a Proxy Access Notice (as defined in Section 3.18 below) at an annual meeting of shareholders, complies with Section 3.18 of these By-laws. In addition, no individual nominated by a shareholder pursuant to clause (ii) shall be eligible for election as a director unless the individual complies with the information requirements of Section 3.03(e). Such nominations, other than those made pursuant to Section 3.18 below or 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, and not more than one hundred fifty (150) calendar days, before the first anniversary of the date that

{00151290 4 } 8 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 (10th) 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 (10th) 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, 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; (g) such person’s written and executed representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and, if elected as a director, will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation; (h) such person’s completed written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which form of questionnaire shall be promptly provided by the Secretary to the requesting shareholder upon written request) and (i) 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

{00151290 4 } 9 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 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; (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). Each of the Board, the chairman of the Board or the presiding officer of the meeting shall have the power to determine whether a nomination was properly made or proposed in accordance with these By-laws. The chairman of the Board or the individual designated as 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 chairman of the Board or the presiding officer should so determine, the chairman of the Board or the presiding officer shall so declare to the meeting and the defective nomination shall be disregarded. (e) At the request of the Corporation each proposed nominee must submit to the secretary such other information as the Corporation may reasonably require, including such information as may be necessary or appropriate in determining the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

{00151290 4 } 10 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 unless the notice specifies such resignation to be effective at some other time or upon the happening of some other event (which event may include the acceptance of such resignation by the Board, such as in the case of resignations tendered in connection with the Board’s implementation of majority voting of directors), and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 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. Advisory Directors shall not be counted for purposes of the limits set out in Section 3.02. (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.

{00151290 4 } 11 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, or by the shareholders at their next annual meeting, or at any special meeting of shareholders called for that purpose. Each director so chosen shall hold office until the next annual meeting of shareholders after the date such person is so chosen, or until such person’s earlier death, resignation, retirement, or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. (b) Any director or the entire Board may be removed from office at any time, with or without cause, 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 such number of directors as would constitute a quorum of the Board, 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. In addition, the Chair of the Corporate Governance Committee (also known as the Lead Independent Director) may call special meetings of the independent directors (as independence is determined from time to time by the Board in accordance with the listing standards of the New York Stock Exchange) to be held at the principal office or at such other place or places within or without the State of Oklahoma as the Chair of the Corporate Governance Committee may designate. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting contemplated by this Section 3.11(a). 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 or of the independent directors shall be given by the secretary or by the

{00151290 4 } 12 person or persons calling the meeting to each director (or, in the case of a committee, to each member of such committee) 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 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 (or, in the case of a committee, all members of such committee) 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. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the basis that the meeting is not lawfully called or convened. 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 (ii) adopt, amend, or repeal any bylaw of the Corporation.

{00151290 4 } 13 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 chair of the Board’s Corporate Governance Committee, as Lead Independent Director, shall preside at all meetings of the Board. 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 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

{00151290 4 } 14 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. Section 3.18 Inclusion of Shareholder Nominations in the Corporation’s Proxy Statement. (a) Subject to the terms and conditions set forth in these By-laws, including the provisions of Section 3.03, if the Corporation receives a timely director nomination notice that satisfies the requirements of Section 3.03 in connection with an annual meeting of shareholders delivered by one or more shareholders who, at the time the request is delivered and through the date of such annual meeting of shareholders, satisfy the ownership and other requirements of Section 3.03 and this Section 3.18 (such shareholder or shareholders, the “Eligible Shareholder”), and who at the time of providing the notice required by Section 3.03 also provides a notice (a “Proxy Access Notice”) expressly electing to have its nominee(s) in its notice pursuant to Section 3.03 (each such nominee, a “Shareholder Nominee”) included in the Corporation’s proxy statement pursuant to this Section 3.18 with respect to such annual meeting of shareholders, the Corporation shall include in its proxy statement for such annual meeting of shareholders: (i) the name of such qualifying Shareholder Nominee(s) identified in such timely notice; (ii) the information concerning the Shareholder Nominee and the Eligible Shareholder that, as determined by the Corporation, is required to be disclosed in a proxy statement filed by the Corporation pursuant to the proxy rules of the United States Securities and Exchange Commission (“SEC”) or other applicable law; and (iii) if the Eligible Shareholder so elects, a Statement (as defined below). For the avoidance of doubt, and any other provision of these By-laws notwithstanding, (i) the Corporation may in its sole discretion solicit against, and include in the proxy statement and any other

{00151290 4 } 15 proxy materials its own statements or other information relating to, any Eligible Shareholder and/or Shareholder Nominee, including any information provided to the Corporation with respect to the foregoing and (ii) the Corporation shall not be required to include a Shareholder Nominee in its proxy statement or other proxy materials for an annual meeting (nor allow any such nomination to be made or vote on such nominee to be taken) if a compliant Proxy Access Notice has not been timely received or if the requirements of these By-laws, including this Section 3.18, have not been met. (b) To be timely, a Proxy Access Notice must be received at the Principal Office of the Corporation not less than one hundred twenty (120) calendar days, and not more than one hundred fifty (150) 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. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period for the giving of a Proxy Access Notice pursuant to this Section 3.18. (c) The Corporation shall also include in its form of proxy and ballot the name of qualifying Shareholder Nominee(s) included in the Corporation’s proxy statement pursuant to this Section 3.18. (d) The maximum number of Shareholder Nominees appearing in the Corporation’s proxy statement with respect to an annual meeting of shareholders shall not exceed the Permitted Number. For purposes hereof, the “Permitted Number” shall be equal to the greater of (i) two and (ii) the closest whole number that does not exceed 20% of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered pursuant to and in accordance with this Section 3.18 with respect to the applicable annual meeting of shareholders (such date, the “Final Proxy Access Nomination Date” and such number, the “Permitted Number”); provided, however, that the Permitted Number shall be reduced, but not below zero, by (i) the number of Shareholder Nominees that were submitted by Eligible Shareholder(s) for inclusion in the Corporation’s proxy statement with respect to the applicable annual meeting of shareholders pursuant to this Section 3.18 but either are subsequently withdrawn or that the Board decides to nominate as nominees of the Board or otherwise appoint to the Board, (ii) the number of directors in office or director candidates who previously were Shareholder Nominees at either of the two prior annual meetings of shareholders (including any Shareholder Nominees the Board decided to nominate or appoint as contemplated by clause (i) above) and whom the Board of Directors determines to nominate for election or re-election as a director in connection with such annual meeting of shareholders and (iii) the number of directors in office or director candidates that in either case will be included in the Corporation’s proxy statement with respect to such annual meeting as an unopposed (by the Corporation) nominee pursuant to an agreement, arrangement or other understanding with a shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of stock, by such shareholder or group of shareholders, from the Corporation), other than any such director referred to in this clause (iii) who was elected, as a nominee of the Board, at both of the two annual meetings of shareholders immediately preceding the applicable annual meeting, but only to the extent the Permitted Number will not be less than one after giving effect to the reduction set forth in this clause (iii); In the event that one or more vacancies for any reason occurs on the Board at any time after the Final Proxy Access Nomination Date and before the date of the applicable annual meeting of shareholders and the Board resolves to reduce the size of the Board in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced. Any Eligible Shareholder submitting more than one Shareholder Nominee for inclusion in the Corporation’s proxy statement pursuant to this Section 3.18 shall (i) rank such Shareholder Nominees based on the order that the Eligible Shareholder desires such Shareholder Nominees to be selected for inclusion in the Corporation’s proxy

{00151290 4 } 16 statement in the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section 3.18 exceeds the Permitted Number and (ii) explicitly specify and include the respective rankings referred to in the foregoing clause (i) in the Proxy Access Notice delivered to the Corporation with respect to all Shareholder Nominee(s) submitted pursuant thereto. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section 3.18 exceeds the Permitted Number, an Eligible Shareholder will have its highest ranking Shareholder Nominee (as ranked pursuant to the preceding sentence) who meets the requirements of this Section 3.18 selected for inclusion in the Corporation’s proxy statement until the Permitted Number is reached, going in order of the amount (largest to smallest) of shares of the Corporation’s outstanding stock entitled to vote generally for the election of directors each Eligible Shareholder disclosed as owned in its Proxy Access Notice submitted to the Corporation (with the understanding that an Eligible Shareholder may not ultimately have any of its Shareholder Nominees included if the Permitted Number has previously been reached). If the Permitted Number is not reached after each Eligible Shareholder has had one (1) Shareholder Nominee selected, this selection process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached. If, after the Final Proxy Access Nomination Date, an Eligible Shareholder becomes ineligible or withdraws its nomination or a Shareholder Nominee becomes ineligible or unwilling to serve on the Board, whether before or after the filing of a definitive proxy statement, then the nomination shall be disregarded and no vote on such Shareholder Nominee will occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation, and the Corporation (i) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Shareholder Nominee or any successor or replacement nominee proposed by the Eligible Shareholder or by any other Eligible Shareholder and (ii) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the Shareholder Nominee will not be included as a director nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting. (e) In order to qualify to have a Shareholder Nominee included in the Corporation’s proxy statement with respect to an annual meeting of shareholders pursuant to this Section 3.18, an Eligible Shareholder must have owned (as defined below) 3% or more of the Corporation’s outstanding stock entitled to vote generally for the election of directors (the “Required Shares”) continuously for at least three years (the “Minimum Holding Period”) as of both the date the Proxy Access Notice is received at the Principal Office of the Corporation in accordance with this Section 3.18 and the record date for determining shareholders entitled to vote at the meeting and must continue to own the Required Shares through the meeting date. For purposes of satisfying the 3% ownership requirement under this Section 3.18, (i) the shares of stock continuously owned for at least the Minimum Holding Period individually by one or more shareholders may be aggregated, provided that the aggregate number of shareholders, and, if and to the extent that a shareholder is acting on behalf of one or more beneficial owners, of such beneficial owners, whose ownership of shares is aggregated for such purpose shall not exceed twenty (20), and (ii) two or more investment funds that are (x) under common management and investment control, (y) under common management and funded primarily by a single employer or (z) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940 (each of the foregoing, a “Qualifying Fund”) shall be treated as one shareholder for the purpose of determining the aggregate number of shareholders in this paragraph (e), provided that each fund included within a Qualifying Fund otherwise meets the requirements set forth in this Section 3.18. A record holder acting on behalf of one or more beneficial owners will not be counted separately as a shareholder with respect to the shares owned by beneficial owners on whose behalf such record holder has been directed in writing to act, but each such beneficial owner will be counted separately, subject to the other provisions of this paragraph (e), for purposes of determining the number of shareholders whose holdings may be considered as part of an Eligible Shareholder’s holdings. For the avoidance of doubt, Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Proxy Access Notice has itself individually beneficially owned such shares continuously for the three-year (3 year) period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met).

{00151290 4 } 17 For purposes of this Section 3.18, the term “Constituent Holder” shall mean any shareholder, investment fund included within a Qualifying Fund or beneficial holder whose stock ownership is counted for the purpose of qualifying as holding the Required Shares or qualifying as an Eligible Shareholder hereunder, including any shareholder whose ownership is aggregated to collectively constitute an Eligible Shareholder or satisfy the requirements of Section 3.03(c) and 3.18 hereof. (f) To be in proper form for purposes of this Section 3.18, an Eligible Shareholder (including each Constituent Holder) and its Shareholder Nominees must provide the following information in writing to the Secretary of the Corporation, within the time period specified in Section 3.18(b) for providing a Proxy Access Notice: (i) with respect to each Constituent Holder, the name and address of such person and the number of shares owned by such person; (ii) one or more written statements from the record holder of the Required Shares (and evidence from each intermediary through which the Required Shares are or have been held during the requisite three-year holding period in a form that the Board or its designee, acting in good faith, determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act, as may be amended) verifying that, as of a date within seven calendar days prior to the date the Proxy Access Notice is received by the Principal Office of the Corporation, the Eligible Shareholder (and each Constituent Holder) owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Shareholder’s agreement to provide, within five business days after the record date for the meeting, one or more written statements from the record holder and evidence from the intermediaries verifying the Eligible Shareholder’s continuous ownership of the Required Shares through the record date and to provide immediate notice if the Eligible Shareholder (or any Constituent Holder) ceases to own any of the Required Shares prior to the date of the applicable annual meeting of shareholders; (iii) the written consent of each Shareholder Nominee to be named in the Corporation’s proxy statement and proxy card as a nominee and to serve as a director if elected and the written agreement from each Shareholder Nominee that he or she has not agreed and will not agree to be so named in any other person’s proxy statement or proxy card; (iv) a copy of the Schedule 14N that has been or will be filed by the Eligible Shareholder with the SEC pursuant to Rule 14a-18 under the Exchange Act, as may be amended; (v) a representation that the Eligible Shareholder (including each Constituent Holder) (A) intends to and will continue to hold the Required Shares through the date of the annual meeting, (B) acquired the Required Shares in the ordinary course of business and not with any intent to change or influence control at the Corporation, and does not presently have such intent, (C) has not nominated and will not nominate for election to the Board at the annual meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this Section 3.18, (D) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee(s) or a nominee of the Board of Directors, (E) has not distributed and will not distribute to any shareholder of the Corporation any form of proxy for the annual meeting other than the form distributed by the Corporation, (F) has complied and will comply with all applicable laws, rules, regulations and listing standards, including with respect to those applicable to director nomination(s), status as a shareholder of the Corporation and any solicitations or use of soliciting material in connection with the annual meeting (collectively, “Applicable Laws”), (G) has provided and will provide facts, statements and other information in all communications with the Corporation and its

{00151290 4 } 18 shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the information and statements made, in light of the circumstances under which they were or will be made or provided, not misleading, and (H) all such Eligible Shareholders have authorized and designated one of those Eligible Shareholders to act on behalf of all such Eligible Shareholders with respect to matters relating to the nomination or disclosure or other matters related thereto, including withdrawal of the nomination (and have provided the Corporation with a copy of such binding authorization); (vi) a written agreement or undertaking, in a form deemed satisfactory by the Board or its designee, acting in good faith, pursuant to which each Eligible Shareholder (including all Constituent Holders) agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the Corporation’s shareholders, its affiliates and associates or their respective agents and representatives, either before or after providing a Proxy Access Notice pursuant to this Section 3.18, or out of the facts, statements or other information that the Eligible Shareholder or its Shareholder Nominee(s) provided to the Corporation in connection with the nomination or its efforts to elect its Shareholder Nominee(s); (B) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of the communications or information referred to in the foregoing clause (A) or any nomination submitted by the Eligible Shareholder pursuant to this Section 3.18; (C) file with the SEC all solicitations of or other communications to the Corporation’s shareholders; (D) comply with all Applicable Laws; and (E) promptly provide to the Corporation such other information as the Corporation may reasonably request; (vii) the information required to be provided in a shareholder’s notice pursuant to Section 3.03(d)(i) as to the Eligible Shareholder and each Constituent Holder thereof and the information required to be provided in a shareholder’s notice pursuant to Section 3.03(d) as to each of the Shareholder Nominees, including without limitation the written and executed representation and agreement contemplated by 3.03(d)(i)(g) and the completed and signed questionnaire contemplated by 3.03(d)(i)(h); (viii) a written representation and agreement from each Shareholder Nominee that such Shareholder Nominee will make such other acknowledgments, enter into such agreements and provide such information as the Board requires of other directors or director nominees, including promptly submitting all completed and signed questionnaires required of the Corporation’s directors; (ix) such additional information as the Corporation determines may be necessary to permit the Corporation or its designee to assess whether any of the items referred to in paragraphs (k) or (l) below apply or if such Shareholder Nominee has any direct or indirect relationship with the Corporation other than those relationships that have been deemed categorically immaterial pursuant to the standards used by the Corporation for determining director independence; and (x) a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among the Eligible Shareholder (and Constituent Holders thereof) or its or their affiliates and associates, or others acting in concert therewith, on the one hand, and each of such Eligible Shareholder’s Shareholder Nominee(s), and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Eligible Shareholder (including any Constituent Holder), or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the Shareholder Nominee were a director or executive officer of such registrant.

{00151290 4 } 19 (g) For purposes of this Section 3.18, an Eligible Shareholder (including any Constituent Holder) shall be deemed to “own” only those outstanding shares of the Corporation’s stock as to which the shareholder itself (or such Constituent Holder itself) possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such shareholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, (y) borrowed by such shareholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by any such person pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar instrument or agreement entered into by such shareholder or Constituent Holder (or any of either’s affiliates), whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s stock, if, in any such case, such instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, any such person’s full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree any gain or loss arising from the full economic ownership of such shares by any such person. A shareholder (including any Constituent Holder) shall be deemed to “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. A person’s voting rights with respect to otherwise “owned” shares shall be deemed to continue during any period in which (i) the person has loaned such shares in the ordinary course of business while retaining the power to recall such loaned shares on no more than five business days’ notice; or (ii) the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. Whether outstanding shares of the Corporation’s stock are “owned” for these purposes shall be determined by the Board or any committee thereof, which determination shall be conclusive and binding on the Corporation and its shareholders. For purposes of this Section 3.18, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto in the regulations promulgated under the Exchange Act. (h) In addition to the information required pursuant to Section 3.18(f) or any other provision of these By-laws, the Corporation also may require each Shareholder Nominee to furnish promptly any other information (i) that may reasonably be requested by the Corporation to determine whether the Shareholder Nominee would be independent under the rules and listing standards of the principal United States securities exchanges upon which the stock of the Corporation is listed or traded, any applicable rules of the SEC or any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors (collectively, the “Independence Standards”), (ii) that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such Shareholder Nominee or (iii) that may reasonably be required to determine the eligibility and qualifications of such Shareholder Nominee to serve as a director of the Corporation. (i) The Eligible Shareholder may, at its option, provide to the Secretary of the Corporation, within the time period specified in Section 3.18(b) for providing the Proxy Access Notice, a written statement for inclusion in the Corporation’s proxy statement for the meeting, not to exceed 500 words, in support of the candidacy of each of the Eligible Shareholder’s Shareholder Nominees (the “Statement”). Notwithstanding anything to the contrary contained in this Section 3.18, the Corporation may omit from its proxy statement and any other proxy materials any information or Statement (or portion thereof) that it believes in good faith would violate any applicable law, rule, regulation or listing standard, contains information that is not true and correct in all material respects or omits a material fact necessary to make such information, in light of the circumstances under which it was made, not misleading or directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to any person. (j) In the event that any information or communications provided by an Eligible Shareholder (or any Constituent Holder) or a Shareholder Nominee to the Corporation or its shareholders ceases to be

{00151290 4 } 20 true and correct in all material respects or omits a material fact necessary to make such information, in light of the circumstances under which it was made or provided, not misleading, such Eligible Shareholder or Shareholder Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect. it being understood for the avoidance of doubt that providing any such notification shall not be deemed to cure any such defect or limit the remedies (including without limitation under these By-laws) available to the Corporation relating to any such defect. In addition, any person providing any information pursuant to this Section 3.18 shall further update and supplement such information, if necessary, so that all such information shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the annual meeting and as of the date that is ten business days prior to such annual meeting or any adjournment or postponement thereof, and such update and supplement (or a written certification that no such updates or supplements are necessary and that the information previously provided remains true and correct as of the applicable date) shall be delivered to or be mailed and received by the Secretary at the Principal Office of the Corporation not later than five business days after the record date for determining shareholders entitled to receive notice of such annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than seven business days prior to the date of the annual meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting). For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Shareholder or other person to change or add any proposed Shareholder Nominee or be deemed to cure any defects or limit the remedies (including without limitation under these By-laws) available to the Corporation relating to any defect. (k) The Corporation shall not be required to include, pursuant to this Section 3.18, a Shareholder Nominee in its proxy statement, ballot or form of proxy (i) for any meeting of shareholders for which the Secretary receives a notice that the Eligible Shareholder or any other shareholder has nominated or intends to nominate a Shareholder Nominee for election to the Board pursuant to the requirements of Section 3.03 and does not expressly elect at the time of providing such notice to have its nominee included in the Corporation’s proxy statement pursuant to this Section 3.18, (ii) who does not qualify as an independent director of the Corporation under the Independence Standards or applicable laws or regulations, or any publicly-disclosed corporate governance guideline or committee charter of the Corporation, as determined by the Board, (iii) whose election as a member of the Board would cause the Corporation to be in violation of these By-laws, the Corporation’s Certificate of Incorporation, the listing standards of the principal United States securities exchanges upon which the stock of the Corporation is listed or traded, or any applicable state or federal law, rule or regulation, (iv) who does not qualify as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act, (v) who does not qualify as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, (vi) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vii) who is an officer, director or employee of the Eligible Shareholder; (viii) who is or has been subject to any event specified in Item 401(f) of Regulation S-K, including a person who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been previously convicted in such a criminal proceeding, without reference to whether the event is material to an evaluation of the ability or integrity of the Shareholder Nominee (ix) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (x) if such Shareholder Nominee or the applicable Eligible Shareholder (or any Constituent Holder thereof) who nominated such Shareholder Nominee shall have provided any facts, statements or other information to the Corporation or its shareholders in respect to such nomination required or requested pursuant to this Section 3.18 that was untrue and not correct in any material respect or omitted to state a material fact necessary in order to make the information or statement made, in light of the circumstances under which they were made or provided, not misleading, as determined by the Board or any committee thereof, or (xi) if the Eligible Shareholder (or any Constituent Holder thereof) or applicable Shareholder Nominee breaches, fails to comply with or contravenes any of the agreements, undertakings or representations made by such Eligible Shareholder or Shareholder Nominee or its obligations pursuant to this Section 3.18 or ceases to be an Eligible Shareholder or qualifying Shareholder Nominee for any reason, including but not limited to such Eligible Shareholder not owning the Required Shares through the date of the applicable annual meeting.

{00151290 4 } 21 (l) Notwithstanding anything to the contrary set forth herein, the Board or any committee thereof or the presiding officer of the meeting shall have the right to declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded and no vote on such Shareholder Nominee will occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Corporation would not have been required to include the Shareholder Nominee in the Corporation’s proxy statement pursuant to this Section 3.18, including under the circumstances contemplated by Section 3.18(k) above, (ii) the Shareholder Nominee(s) and/or the applicable Eligible Shareholder (or any Constituent Holder thereof) shall have breached, failed to comply with or contravened any of its or their obligations, agreements, undertakings or representations under this Section 3.18, as determined by the Board, any committee thereof or the person presiding at the meeting, or (iii) the Eligible Shareholder does not appear at the meeting to present any nomination pursuant to this Section 3.18. In the event that a nomination is disregarded in accordance with this Section 3.18(l), the Corporation (x) may omit or, to the extent feasible, remove the information concerning such Shareholder Nominee and the related Statement from its proxy statement or other proxy materials and/or otherwise communicate to its shareholders that such Shareholder Nominee will not be eligible for election at the annual meeting, and (y) shall not be required to include in its proxy statement or any other proxy materials any successor or replacement nominee proposed by the applicable Eligible Shareholder or any other Eligible Shareholder. (m) Whenever the Eligible Shareholder consists of a group of shareholders, (i) each provision in this Section 3.18 that requires the Eligible Shareholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each shareholder that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet such other conditions (except that the members of such group may aggregate shareholdings they have individually and continuously held for three years in order to meet the 3% ownership requirement of the “Required Shares” definition to the extent provided in Section 3.18(e) above); (ii) no shares may be attributed to more than one group constituting an Eligible Shareholder under this Section 3.18, and no shareholder may be a member of more than one group constituting an Eligible Shareholder; (iii) a breach of any obligation, agreement or representation under this Section 3.18 by any member of such group shall be deemed a breach by the Eligible Shareholder; (iv) the Proxy Access Notice must designate one member of the group for purposes of receiving communications, notices and inquiries from the Corporation and otherwise authorize such member to act on behalf of all members of the group with respect to all matters relating to the nomination under this Section 3.18 (including withdrawal of nomination). Whenever the Eligible Shareholder consists of a group of shareholders aggregating their shareholdings in order to meet the 3% ownership requirement of the “Required Shares” definition, (x) such ownership shall be determined by aggregating the lowest number of shares continuously owned (as defined in this Section 3.18(d) hereof) by each such shareholder during the Minimum Holding Period and (y) the Proxy Access Notice must indicate, for each such shareholder, such lowest number of shares continuously owned by such shareholder during the Minimum Holding Period. If any person appears as a member of more than one group of Eligible Shareholders, such person shall be deemed to be a member of the group of Eligible Shareholders that has the largest ownership of shares as determined pursuant to this Section 3.18. (n) This Section 3.18 provides the exclusive method for a shareholder to require that the Corporation include a shareholder’s nominees for election to the Board in the Corporation’s proxy statement. 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

{00151290 4 } 22 the Board, the chief executive officer (which office shall be elected in accordance with 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 a majority of the Board 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. 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

{00151290 4 } 23 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). 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.

{00151290 4 } 24 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. 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

{00151290 4 } 25 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 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.

{00151290 4 } 26 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 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

{00151290 4 } 27 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. 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 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

{00151290 4 } 28 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. (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.

{00151290 4 } 29 Section 9.03 Fiscal Year. The fiscal year of the Corporation shall end on the 31st 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. 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. Adopted by the Board of Directors on February 22, 2023.

CODE OF BUSINESS CONDUCT AND ETHICS ONE WAY TO WORK ENTER > Exhibit 14.1

Embracing ONE Way to Work 3 We Live Our Values 4 We Follow the Code 5 About the Code Your Role Good Decisions, Every Day Have a Concern? We Respect Each Other 11 Diversity and Inclusion Respect in the Workplace Health and Safety at Work We Protect Our Company 15 Use of ONEOK Assets Confidential Information and Intellectual Property Conflicts of Interest Responsible Communications We Protect Others 22 Promoting Safe Operations Business Partner Relationships Data Privacy We Do What’s Right 27 Fair Competition Anti-Bribery and Anti-Corruption Gifts and Entertainment Insider Trading International Trade Financial Integrity Government Interactions We Are Good Neighbors 39 Human Rights Environmental Protection and Sustainability Community Support Political Activities Closing Thoughts 44 Need Help? 45 Contents 2 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Embracing ONE Way to Work As human beings, it’s in our nature to keep moving, building and growing. That’s life, and what powers us at ONEOK. We keep the engine of life running reliably by helping supply the energy that sustains communities and supporting the homes, businesses and people in them. Our Mission, Vision and Core Values are central to everything we do, day in and day out. As employees, we are stewards of the ONEOK name – not only what we do but also how we do it matters to our company and the stakeholders we serve. The theme of our Code of Business Conduct and Ethics (“Code”) is “ONE Way to Work.” By this, we don’t mean there is one straight and narrow path to doing our work. We value diversity of thought, inclusive decision-making and innovation, which means there are often many ways of getting the job done. But, this Code will help everyone working on behalf of ONEOK understand that working in an ethical and responsible manner is nonnegotiable. It serves as our guide, bringing our Core Values to life and showing how policies and laws apply to how we operate. For more than a century, ONEOK has been known for reliability, customer and community service and integrity. It’s important that each of us continue that strong tradition by working ethically and responsibly toward the long-term sustainability of our company. I encourage each of you to take time to read this Code and speak up whenever you have questions or believe something may be contrary to our high standards. By embracing this way of working, letting our Mission, Vision and Core Values drive your actions, you bring the soul of our company to life. Thank you for your dedication each and every day. Pierce H. Norton II President and Chief Executive Officer 3 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

We Live Our Values ONEOK’s Core Values run deep. In fact, they’re the foundation on which our company operates – the compass that guides the way we think, behave and interact with others. They reflect what’s most important to us. We’re proud of them and expect everyone at ONEOK to share and live them each day. Mission: Why we exist We deliver energy products and services vital to an advancing world. Vision: What we want to be To create exceptional value for our stakeholders by providing solutions for a transforming energy future. Core Values: Our compass Safety and Environmental We commit to a zero-incident culture for the well-being of our employees, contractors and communities and to operate in an environmentally responsible manner. Ethics We act with honesty, integrity and adherence to the highest standards of personal and professional conduct. Diversity and Inclusion We respect the uniqueness and worth of each employee, and believe that a diverse, inclusive workforce is essential for a sense of belonging, engagement and performance. Excellence We hold ourselves and others accountable to a standard of excellence through continuous improvement and teamwork. Service We invest our time, effort and resources to serve each other, our customers and communities. Innovation We seek to develop creative solutions by leveraging collaboration through ingenuity and technology. 4 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Our Code is more than a set of rules. It’s a guide that speaks volumes about our culture – what we believe and how we operate. When you embrace our Code, you embrace our company and build trust in the ONEOK name. About the Code 6 Your Role 7 Good Decisions, Every Day 8 Have a Concern? 9 WE FOLLOW THE CODE 5 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

About the Code When you joined ONEOK, you became part of a company with an extraordinary legacy, built by dedicated individuals, one ethical action at a time. Now it’s your turn to contribute to that legacy, inspiring others through your example to make a lasting, positive impact. Every day brings new opportunities to innovate, serve and provide safe, reliable energy to diverse customers and communities. As members of the ONEOK team, we are determined to meet every challenge with integrity and protect the trust our stakeholders place in us. Our Core Values guide us along the way, and so does our Code. The Code is at the core of our culture and our commitment to integrity. It’s your guide to doing what’s right and making choices that represent the very best of ONEOK. How do I use the Code? Succeeding in business has never been easy. The temptation is always there to push ethical and legal boundaries. The Code helps you reject that way of working and work the ONEOK way, which means, playing by the rules – all of the rules that apply to us. No exceptions. You should rely on the Code to know what’s expected of you and uphold our high standards. It is your responsibility to read the Code and refer to it whenever questions or confusing situations arise. Does the Code apply to me? In short, yes. If you represent ONEOK in any way, you have a responsibility to understand and follow our Code. That includes every employee in every location and at every level of our company. The Code applies to full-time, part-time and temporary employees. We also expect our suppliers, vendors and other third parties to share ONEOK’s commitment by upholding the spirit of our Code and following our Business Partner Code of Conduct. What if the Code is violated? We take our Code seriously. Anything that violates the Code also violates our relationships and the trust we all share. That’s why any violations of our Code or policies carry serious consequences. Those involved may face disciplinary action, up to and including termination. If a law has been violated, the consequences could be even more harsh, with possible civil or criminal penalties. THE CODE GIVES YOU … > Overviews of common ethical topics. > Tips to handle ethical situations. > Definitions of important terms. > Answers to frequently asked questions. > Links to ONEOK policies and resources. > Helpful decision-making tools. If you can’t find the answers you need, check the resources listed throughout the Code for help. No Matter Your Job, We Need To Know … ➔ You’ve read the Code. ➔ You understand it. ➔ You’re committed to following it. 6 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Every employee has a responsibility to: Give life to our Core Values – Let them inspire you and influence every action you take. Be the ONE – Be the person who knows and follows our Code, policies and the laws that apply. Also ask questions if anything is unclear. Speak up – Are you aware of something that might violate our Code, policies or the law? Don’t ignore it. Speak up immediately. Participate – If we ask for your help with an investigation or audit, cooperate fully and honestly. Supervisors have added responsibilities: Set the right tone – In every action and conversation, demonstrate the ONE Way to Work by expecting the best from yourself and others. Be a resource – Become well-versed in our Code and policies so you can guide your team in the right direction when they need help. Be there for your team – Keep the lines of communication open so your team feels confident and comfortable coming to you with concerns. Listen and act – Take your team’s concerns seriously. Once you’re aware of possible misconduct, take action. Instead of investigating it yourself, speak up right away. Consider This I’m a supervisor, and a member of my team has come to me with a concern. Right now, it’s only a suspicion of misconduct. Should I find out more before I take action? No. You don’t need to confirm misconduct or even have all of the details of a situation to take action. Speak up about what you have learned to your own supervisor or another ONEOK resource. Your Role Our good name means everything to us at ONEOK. When each of us recognizes our shared responsibility to protect and strengthen our reputation, we create the kind of company and the future we envision. 7 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Is this action legal? Does it follow our Code and policies? Is it good for our stakeholders? Does it mirror our Core Values? Is it good for ONEOK? Would I want others to know about this? Good Decisions, Every Day Our decisions, even the smallest ones, when made carelessly or in conflict with our Core Values, may take ONEOK off course. We trust your good judgment, but every decision isn’t easy. If you’re ever unsure, check our Code and policies and ask yourself: Make sure you can answer “YES” to every question. If you can, the action is likely OK. Answering “no” or “maybe” to any question means you should stop and ask for help. 8 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Have a Concern? Following the Code and making good decisions are the key elements of the ONE Way to Work. They also help you recognize when a violation might be happening. That’s when it’s time to let ONEOK know. After all, we can only address violations when we’re aware of them. What to do When you have a concern, speaking up is one of your most important responsibilities – it also may be one of the most difficult. We understand you may not speak up if you don’t think you’ll be heard or you feel pressured to keep quiet. For that reason, you have a variety of ways to speak up. Contact either: › Your supervisor. › Compliance and Ethics. › The Human Resources department. › The Legal department. › Any member of management. What happens next › No matter which option you choose, we will take your report seriously, even if you don’t have all the details or you’re only reporting a suspicion of misconduct. › If necessary, we will conduct a prompt and thorough investigation and keep your report as confidential as possible. We also will seek to protect the rights of anyone being investigated. › We expect you to cooperate honestly and completely with any internal or external investigation that may arise. › If the investigation reveals a violation of our Code, policies or the law, we will take appropriate action. Is This a “Good-Faith” Report? It is if: ➔ You sincerely believe your concern to be true. ➔ You’re not making a knowingly false report. You don’t need all the details to make a good-faith report. Just report honestly and without malice. Or, if you prefer, you may contact: The ONEOK Hotline By phone at Or online at 888-393-6825 secure.ethicspoint.com This service is available 24 hours a day, seven days a week and is operated by an independent third-party provider. An operator or online web form will document your concern and forward it to the appropriate ONEOK resource. You may report anonymously or identify yourself to help us review your concern. 9 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Have a Concern? No retaliation Fear of retaliation – the belief that you might face some negative treatment for reporting a concern – may discourage someone from speaking up. We value honesty and integrity in all we do. Retaliation has no place in our culture. It also violates our Code. That’s why we never tolerate retaliation against anyone who speaks up in good faith or helps with an investigation – even if you report something that doesn’t turn out to be true. Retaliation might look like: › Termination or the threat of termination. › Demotion. › Reduced responsibilities. › Reduced pay. › Denied opportunities. › Exclusion from activities. Have you seen or experienced possible retaliation? If so, don’t keep it to yourself. Speak up immediately. Consider This Something has happened involving my supervisor. While I’d like to report it, I’m afraid I’ll be fired if I do. If I’m not fired, everyone I work with will have a negative impression of me. Can I just wait to see if the situation resolves? We understand this situation may be especially difficult to report, but it’s your responsibility to speak up. We won’t tolerate retaliation against you, no matter who is involved. Speak up to any resource listed in the Code, including the ONEOK Hotline. 10 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Our people are the heart of ONEOK’s business, deserving of a safe and welcoming workplace and respect for the unique perspectives and value they bring. Diversity and Inclusion 12 Respect in the Workplace 13 Health and Safety at Work 14 WE RESPECT EACH OTHER 11 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› If you make employment-related decisions for ONEOK such as hiring or promoting employees, follow our policies and the equal employment opportunity (EEO) laws that apply. Ask questions if anything is unclear. › Give every person (whether applicants or employees) the same chance to succeed. Base employment decisions only on job requirements and each person’s specific skills and qualifications. › Make sure every employee has equal access to the resources they need to be successful. › Never discriminate against (or give special treatment to) anyone based on personal characteristics, many of which are protected by law, including: ➔ Race. ➔ Color. ➔ Religion. ➔ Sex. ➔ Gender expression or identity. ➔ Sexual orientation. › Speak up if you witness, suspect or experience discrimination or disrespectful or improper treatment anywhere in ONEOK’s business. Consider This I think a ONEOK job description may inadvertently discourage people with disabilities from applying. Can a job description be discriminatory? What should I do? Yes, a job description can be discriminatory. If this is the case, we need to know about it. Discrimination may happen (even unintentionally) anywhere in our company, including in the screening process. Speak up about your concerns immediately to help us be objective and follow the law. CONNECT WITH OUR CORE VALUES DIVERSITY AND INCLUSION Diversity and Inclusion Everyone is welcome at ONEOK. We’re proud to be a diverse and innovative company, populated with individuals who feel empowered to make their mark and valued for their unique contributions. BE THE ONE WHO … > Welcomes everyone to participate. > Recognizes (and never dismisses) another person’s comments or ideas. > Is a good listener. > Helps others overcome biases. > Invites input from new sources. Keep Learning Affirmative Action and Equal Employment Eligibility for Employment ➔ National origin. ➔ Age. ➔ Disability. ➔ Genetic information. ➔ Veteran status. 12 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› No matter how you interact with others – in person, online or over the phone, treat each person with dignity and respect. That includes interactions with: ➔ Co-workers. ➔ Customers. ➔ Business partners. ➔ The public. › Recognize harassment in all forms, whether it’s verbal, visual or physical. Stay alert for sexual harassment, including unwanted physical contact or sexual advances. › Remember, harassment may be a matter of perception. What one person perceives as acceptable, another might find intimidating or offensive. Consider how others may perceive your behavior. › Watch for signs of disrespect in others’ behavior and in your own. Don’t ignore possible harassment, intimidation, bullying or abuse at ONEOK, no matter who is involved or where in our business it happens. Speak up immediately. Respect in the Workplace Working at ONEOK should be a positive and rewarding experience. Anything less goes against what we believe in, so we keep harassment and disrespectful behavior out of our workplace. Consider This Several co-workers send each other off-color jokes and pictures via text. They haven’t sent them to me, but they talk about them. I find them offensive, but since they didn’t send this material directly to me, should I ignore it? No. If you can, speak to your co-workers. Let them know their conversations make you uncomfortable and ask them to stop. If they don’t or you’re not comfortable speaking to them directly, speak up about your concerns to your supervisor or another ONEOK resource immediately. Keep Learning Anti-Harassment and Non-Discrimination IS IT HARASSMENT? Ask yourself: Does the behavior involve … > Unwanted physical contact? > Inappropriate gestures or comments? > Derogatory jokes, names, insults or intimidation? > The sharing of offensive material? > Isolation or exclusion? And does it … > Make it hard for someone to do their work? > Create a stressful or negative work environment? If you answer “yes” or “maybe” to any of these, it could be harassment. CONNECT WITH OUR CORE VALUES ETHICS 13 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› Be a model of safety by knowing and following ONEOK’s safety policies and procedures – no shortcuts and no exceptions. › Take all safety training required for your job. Stay up to date on any new requirements and use equipment safely and responsibly. › If you’re aware of possible safety hazards, report your concerns to your supervisor. The same applies when anyone is injured while working. We need to know so we can get the employee proper care and correct any safety issues. Report issues like: ➔ Broken or malfunctioning equipment. ➔ Environmental hazards. ➔ Hazardous work conditions. ➔ Weapons in the workplace. ➔ Substance abuse. ➔ Violations of safety policies and procedures. › When you come to work, be ready to work. Never work or operate our equipment under the influence of alcohol or drugs (whether illegal drugs or prescribed medications), which may compromise your judgment and put you and others at risk. › Help keep violence out of ONEOK, whether it’s physical or verbal threats. Don’t ignore warning signs of violence and remember, we don’t allow weapons of any kind in our facilities. › If you believe there is an immediate threat to people or property, contact law enforcement and/or appropriate ONEOK management immediately. Health and Safety at Work Every day, ONEOK employees take good care of our company and our customers. In return, we all take good care of each other by maintaining a safe and healthy work environment. Each of us shares the responsibility to protect that environment by always putting safety first. BE THE ONE WHO … > Lives our commitment to a zero-incident culture. > Watches out for others. > Wears personal protective equipment. > Knows our safety rules and follows them to the letter. > Operates all equipment safely. > Won’t tolerate threats of violence. > Speaks up for safety. Keep Learning Violence-Free Workplace CONNECT WITH OUR CORE VALUES SAFETY AND ENVIRONMENTAL 14 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

ONEOK is more than a place to work. It’s where we build a future – for ourselves and our communities. We’re proud of our company and do our part to protect it, letting our pride show in every action. Use of ONEOK Assets 16 Confidential Information and Intellectual Property 17 Conflicts of Interest 19 Responsible Communications 21 WE PROTECT OUR COMPANY 15 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› Recognize that ONEOK entrusts you with physical, electronic and information assets. No matter your job or which resources you access, use them in line with our policies and the law. › Never borrow, lend or dispose of our assets if you’re not authorized, and never use them for personal gain. › Keep facilities and equipment safe from unauthorized access by knowing and carefully following security policies. › Minimize personal use of our assets, especially electronic assets. Never allow your use to interfere with your work at ONEOK. › Practice good cybersecurity habits to protect our systems, networks and data from attack or disclosure. That includes: ➔ Following our Information Technology policies and procedures. ➔ Securing your ONEOK ID, passwords and PINs. ➔ Creating strong passwords and not sharing them across external services. ➔ Never clicking on suspicious email links or downloads. ➔ Only using hardware, software and applications approved by ONEOK. ➔ Keeping confidential information or intellectual property secret and secure. ➔ Reaching out to Security if you suspect unauthorized access or believe data has been disclosed. Use of ONEOK Assets It takes a variety of valuable assets to run and grow our business. ONEOK has invested a great deal in these assets, and we have a duty to protect them. Each of us plays an important role by using company resources responsibly and preventing theft, loss or misuse. What Do Our Assets Include? Physical Things that are tangible, such as: Tools and equipment. Facilities and furniture. Company vehicles. Office supplies. Company funds. Electronic Assets supporting our systems and networks, such as: Computer software and hardware. Networks and databases. Mobile devices. Internet access. Websites. Information Data we collect or create, such as: Intellectual property. Confidential information. Personal information. Trade secrets. Patents, copyrights and trademarks. CONNECT WITH OUR CORE VALUES ETHICS Keep Learning End-User Computing 16 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› Through your work, you might be exposed to information about ONEOK, our employees, our customers or third parties that isn’t publicly available. It’s your duty to help keep that information from being exposed or falling into the wrong hands. › Be aware of the kind of information you are working with. Learn to recognize confidential information in all forms. › Always follow our policies to handle this information properly and comply with the law. › Never share it with anyone (inside or outside of ONEOK) who isn’t authorized. That includes posting it on social media or discussing it in public. › If you handle sensitive personal information through your work, treat it with care and follow data privacy laws to secure it. › Remember, these rules apply to information and intellectual property belonging to any organization, including our customers or third parties. › If you’re ever unsure of what to protect (or how), contact Compliance and Ethics. Confidential Information and Intellectual Property Confidentiality is the cornerstone of trust. It’s all about protecting and respecting the valuable information and ideas in our care. We promote trust and confidence in the ONEOK name by always handling confidential information and intellectual property responsibly. CONNECT WITH OUR CORE VALUES INNOVATION What Should I Protect? Confidential information The nonpublic and critical information we need to operate successfully, such as: Acquisition or investment plans. Research. Projected sales or earnings. Employee, customer or third-party lists. Special terms or discounts offered to customers. Volumes transported or processed. Intellectual property The information and ideas that make us competitive and uniquely ONEOK, such as: Business or marketing plans. Strategies. Trademarks, copyrights and patents. Trade secrets, proprietary software or service offering plans. Branding and logos. 17 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Confidential Information and Intellectual Property BE THE ONE WHO … > Recognizes and protects confidential information. > Protects confidential information even after employment ends. > Treats information as confidential, even when you’re not sure. > Protects any confidential information, no matter who owns it. > Speaks up with questions or concerns. Consider This I recently joined ONEOK after working with one of our competitors. Would it be OK to share technical knowledge I have about the competitor with my new team? No. We protect confidential information, no matter who owns it, including the competition. Even though you don’t work for them anymore, you still have a duty to protect their confidential information. Don’t share it with anyone. 18 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› Remember, you are a part of the ONEOK team. Honor your team by acting in its best interests. That means never taking actions that could cause ONEOK to question your intentions or your loyalty. › If a situation comes up that could influence your judgment or actions, talk to your supervisor. Even if the situation just hints at a possible conflict, disclosing it can help us take steps to avoid it or mitigate it. › Be aware that conflicts of interest can arise when you least expect them. They take many different forms, most often in situations such as: ➔ Supervising a friend or family member or making employment decisions affecting them. ➔ Working a second job with a competitor, supplier or customer. ➔ Acceptingaboardofdirector’spositionforacompetitororcompanythat does business with (or wants to do business with) ONEOK. ➔ Getting involved in a personal or romantic relationship that could cloud your judgment. ➔ Investing in the business of a supplier, service provider or customer. ➔ Taking a business opportunity from ONEOK and using it for your own personalbenefit. ➔ Requesting, offering or accepting inappropriate gifts and entertainment from anyone with whom you have a business relationship. Conflicts of Interest ONEOK is made up of unique individuals with unique interests. If your interests are ever at odds with your duties or could influence your decision-making at our company, that may be a conflict of interest. We don’t allow conflicts to impact our work or our company. We avoid them and disclose them. CONNECT WITH OUR CORE VALUES ETHICS 19 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Conflicts of Interest Am I Headed for a Conflict? It’s not always easy to tell, but begin by asking yourself: ➔ Are my personal interests getting in the way of my commitment to ONEOK? ➔ Could this affect my work decisions? ➔ Does this involve any of my friends or family? ➔ Does it benefit me but not ONEOK? ➔ Could this make others question my loyalty? Did you answer “yes” or “I’m not sure” to ANY of these questions? If so, you may have a conflict. Discuss it with your supervisor and/or submit a conflict of interest determination request immediately. Consider This My spouse’s employer is bidding on a contract with ONEOK. Since the work involves a different department than mine, and I’m not involved in the decision, should I still disclose this? Yes, you should. Even if you don’t help select ONEOK’s vendors, you should still disclose the situation. That way, if your spouse’s company becomes a vendor, we can make sure you aren’t given any future work involving that company. Keep Learning Statement of Policies on Conflicts of Interest 20 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› To help ONEOK ensure honest and consistent messaging, don’t speak on our company’s behalf in the things you say or write. Let authorized company representatives speak for us so we don’t mislead anyone. › Forward any requests for comment or information, whether they’re from the media, the public or investors to Communications or Investor Relations. Refer requests from government agencies to the Legal department or our Government Relations department. Don’t respond if you’re not authorized. › If you work in a commercial function, be ethical and transparent in your communications. Never make false or disparaging claims about the competition or promises we can’t keep. See Fair Competition to learn more. › Use special care on social media. Remember, your posts can eventually be read by anyone, so keep them respectful, helpful and reflective of our Core Values. › Avoid the potential risks of social media by never posting anything: ➔ Harassing or discriminatory. ➔ Illegal. ➔ Confidential or proprietary. › Never attempt to correct a false or negative statement you see online or on social media about ONEOK. Even if your intentions are good, you should let ONEOK handle it. Notify your supervisor about the post immediately. › If you ever mention ONEOK on social media, make it clear that you don’t speak for our company. Responsible Communications Communication is our connection to the world, so we’re careful to communicate consistently and professionally. When each of us takes ownership of what we say and how we say it, we build stronger relationships and confidence in our company. CONNECT WITH OUR CORE VALUES EXCELLENCE BE THE ONE WHO … > Avoids social media pitfalls. > Is respectful and helpful on social media. > Allows ONEOK to speak for itself. > Helps ONEOK uphold the law and our policies. > Strengthens our reputation. > Protects what’s confidential. Keep Learning End-User Computing ➔ Material and nonpublic. ➔ False or misleading. ➔ Anti-competitive. 21 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Our success is measured by the value we create for stakeholders, including our communities. That’s why we’re intentional in operating safely, being good partners and protecting those we serve. Promoting Safe Operations 23 Business Partner Relationships 24 Data Privacy 25 WE PROTECT OTHERS 22 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› Help maintain ONEOK’s focus on safety by knowing and following our processes and procedures, along with applicable laws, regulations and industry standards in every aspect of our business. Meeting these requirements helps us not only operate safely but also return home injury-free every day. › Complete all required training and put it into practice every day. Never take shortcuts when it comes to our procedures or requirements. Anything less than complete compliance is not an option. Ask questions if you’re unsure how a law or requirement applies to you. › Look for ways to help ONEOK reduce our environmental impact and work in a more sustainable manner. › Promote continuous improvement. Remember, we welcome any suggestions you might have for doing things better without compromising quality or safety. › Hold anyone who works on our behalf to the same high standards. That includes your co-workers and all vendors, suppliers and other third parties. › If you’re aware of any safety hazards or actions (either inside or outside of ONEOK) that violate our policies or procedures or lower our safety standards, speak up immediately. Promoting Safe Operations We are a critical link in the energy supply chain. Our stakeholders depend on us to operate reliably and safely, and we’re committed, both as individuals and as a company, to not let them down. Consider This A third party just shared a concern about a possible safety issue regarding one of our procedures. Since this procedure has been in place for a long time and worked fine, should I just let this go? No. We’re always looking for ways to improve safety. You should report the third party’s concerns right away so we can investigate and possibly make improvements. BE THE ONE WHO … > Promotes safety and quality throughout our business. > Uses stop-work authority when unsafe conditions or actions are observed. > Knows and communicates our safety standards. > Monitors and expects the best from our business suppliers. > Watches for and speaks up about safety issues. CONNECT WITH OUR CORE VALUES SAFETY AND ENVIRONMENTAL 23 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Business Partner Relationships Our business is all about establishing connections – connecting customers with the energy they need and connecting us with partners that make it happen. To establish the strongest bond with our customers and other parties, relationships must be built on trust, respect and a shared commitment to integrity. Be a Model and Monitor of Integrity › Choose our suppliers and service providers carefully, keeping in mind that they represent ONEOK in the work they do. Be thorough and unbiased as you screen and select other business partners. Base your decisions on factors such as: ➔ Products and services offered. ➔ Experience. ➔ Cost. ➔ Quality and safety record. ➔ Delivery record. › Be a model of the ONE Way to Work. That means knowing and following ONEOK’s policies and Core Values in everything you do. › Use care in your interactions with customers, affiliates, government officials and third parties, including suppliers, vendors or contractors. Communicate our policies and what is expected of them to share our commitment to the highest standards of conduct. › Treat customers and everyone else with whom you interact fairly. Highlight honesty and respect in every conversation and transaction. Never manipulate or deceive in any way. › Respect and protect the confidential information, intellectual property, or personal information that others have entrusted to us. Make sure they treat our information with the same standard of care. › Never try to influence another party’s actions or decisions or accept an inappropriate offer from them especially when government officials are involved. See Gifts and Entertainment to learn more. › If you work regularly with ONEOK’s suppliers and service providers, pay attention to their work and how they conduct it. If you become aware of any behavior that may violate the law or our policies, speak up immediately. Is This a Good Partner for ONEOK? Follow our contracting policies. Have a good reputation. Contribute to our quality and safety. Don’t partner with restricted entities, individuals or countries. When evaluating third parties, make sure they: CONNECT WITH OUR CORE VALUES ETHICS 24 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Data Privacy We are a company focused on people – helping them thrive and also protecting their privacy. Keeping personal information private is essential to earning trust. But privacy goes hand-in-hand with good security – each of us following the laws and our policies to protect the personal data in our care. › Recognize your responsibility to protect personal information from abuse, misuse and disclosure. › Handle all personal data with care, no matter who may share it with us. That includes ONEOK employees, customers, third parties and anyone else with whom we interact. › Follow data privacy laws and our policies to protect data. Ask questions if any rule is unclear. › Handle personal information with care at all times, including in the way you collect, access, store or dispose of it. Be respectful, always handling information in line with our policies and practicing good cybersecurity. Remember, you should NEVER: ➔ Use personal information for a non-business purpose. ➔ Gather more information than you need. ➔ Share anything personal with unauthorized people. ➔ Access personal data on an unsecure network. ➔ Send personal data to an unattended printer or device. › If you see or suspect a possible breach of personal information, contact Security immediately so we can minimize any damage. CONNECT WITH OUR CORE VALUES SERVICE BE THE ONE WHO … > Knows and follows data privacy laws. > Treats personal information like it’s your own. > Adopts good cybersecurity habits. > Watches for and reports possible data breaches. 25 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Data Privacy Personal Information Is … Sensitive information that could be used to identify someone, such as: ➔ Name and address. ➔ Phone number or email. ➔ Birth date. ➔ Social Security number. ➔ Banking or credit card information. ➔ Health information. ➔ Location data. Consider This A ONEOK colleague who works in commercial has asked me for a customer’s personal phone number to text a personal holiday greeting. Is this OK since the person asking is a ONEOK employee? No. Even though it would be used for a friendly business communication, it’s still inappropriate to share a customer’s personal information with anyone who isn’t authorized, including ONEOK employees. 26 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Doing the right thing is the true source of our success. It’s what powers us to build a better company, happier customers and thriving communities. Fair Competition 28 Anti-Bribery and Anti-Corruption 30 Gifts and Entertainment 32 Insider Trading 34 International Trade 35 Financial Integrity 36 Government Interactions 38 WE DO WHAT’S RIGHT 27 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Fair Competition Fair competition motivates us to be resourceful. It forces us out of our comfort zone and drives us to be the best version of ourselves. At ONEOK, we compete by innovating, working harder and following the law to make sure everyone has a chance to succeed. › Learn about the antitrust and competition laws that apply wherever your work takes you. Violations of these laws carry heavy fines and penalties, so if you’re not sure how a law applies, ask for help. › Compete with enthusiasm but remain fair. Never be deceptive or use unfair or illegal practices to keep someone from competing. Play by the rules and help others do the same. › When interacting with competitors, customers or third parties, avoid making (or appearing to make) improper agreements that might limit competition or give ONEOK an unfair advantage. If someone else might view your interaction as improper or illegal, stop and ask for help. › Get to know the competition through public sources of information, such as online resources and articles. Never use information that’s confidential or improperly obtained. › If your work involves marketing or advertising for ONEOK, remember that we must be able to back up any claims we make. Be truthful – never make false claims about us or our competitors. › Know and comply with all laws, rules, regulations and tariffs pertaining to conduct involving inter-affiliate or inter-business unit matters. CONNECT WITH OUR CORE VALUES INNOVATION BE THE ONE WHO … > Has the courage to compete. > Interacts with care. > Studies up fairly on the competition. > Avoids anti-competitive conversations. > Promotes us honestly. 28 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Has This Conversation Taken a Wrong Turn? Fair Competition Does it sound like you and a competitor are discussing: Setting prices? Boycotting suppliers or customers? Compensation or benefits? Mutual hiring restrictions? Information that’s confidential or proprietary? Restricting production or sales volumes? Deciding terms of sales or delivery? Dividing markets? Manipulating the bidding process? Any “yes” or “maybe” answers could indicate an anti-competitive conversation. Stop and seek guidance. Keep Learning Antitrust Guidelines 29 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Anti-Bribery and Anti-Corruption When we succeed, it’s because we worked for it – not because we bribed our way there. Acts of bribery and corruption may cost us our reputation and trust in the ONEOK name. That’s why we’re committed to following the law and relying only on our talents and the quality of our work to get ahead. › Understand the anti-bribery and anti-corruption laws that apply to ONEOK, wherever we operate. Also recognize that serious penalties result when these laws are violated. Ask questions if any requirement is unclear. › Remember, we follow the rules – not local customs. Our policy is simple. We don’t use bribes, kickbacks or other improper payments to succeed or to get around the rules, even if you’re told a bribe is “customary” or “expected.” › Use special care in interactions with government officials and third parties. Avoid any offers or benefits that might look like a bribe, for example: ➔ Cash or cash equivalents. ➔ Lavish gifts or entertainment. ➔ Specialdiscountsorotherbenefits. ➔ Loans. ➔ Charitable or political contributions. ➔ Payment of travel expenses. › Help ensure that anyone working on our behalf follows the same rules. If you work with third parties, monitor their work. Help them understand and uphold our policies and watch for signs of possible corruption. › Be accurate and transparent when recording transactions or payments – never misrepresent or falsify them. › Recognize that offers of gifts and entertainment are especially risky and may lead to the appearance of a bribe. Follow our policies carefully. › If you suspect an act of bribery, report your concerns immediately. CONNECT WITH OUR CORE VALUES ETHICS 30 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Anti-Bribery and Anti-Corruption What Is … ➔ A BRIBE? Something of value offered with the goal of influencing someone’s actions or to gain a business advantage. ➔ A KICKBACK? A reward or payment given to someone for facilitating a transaction. ➔ A FACILITATION (OR “GREASE”) PAYMENT? A payment or offer made to speed up some routine government action. Consider This I need to obtain work permits for some individuals on my team to work temporarily in a foreign country. I’ve been told that making a small payment to a government official may help me get the permits on time. Is this OK? No. This kind of payment to a government official is a facilitation payment, and it may violate both our policies and the law. Contact Compliance and Ethics for guidance before agreeing to make any payments. Keep Learning Anti-Corruption Policy 31 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Gifts and Entertainment Our customers, vendors and other third parties bring great value to our business. While we like to show them our thanks, making an inappropriate offer or accepting one may do more harm than good. To protect our reputation and relationships, we avoid the appearance of bribery by following the rules for gifts and entertainment. › Base every interaction in every relationship on honesty and integrity. When dealing with customers, vendors, suppliers or other third parties, follow our policy and the law. Never offer or accept anything that could: ➔ Give the appearance of a bribe. ➔ Compromiseyourjudgmentorsomeoneelse’s. ➔ Give you or ONEOK an unfair advantage. ➔ Make someone feel obligated to do something in return. ➔ See Anti-Bribery and Anti-Corruption to learn more. › Never request anything improper from a customer or third party – or hint that you would accept it. › Communicate our policy on gifts to third parties. Let them know you follow it and ask them to do the same. Honor their policies in return. › If an offer comes up in business, use good judgment when considering it. If it’s illegal, inappropriate or against our policy, don’t offer or accept it. › If you receive something inappropriate, return it if you can and explain our policy. If you are unsure about the offer or have questions, ask your supervisor or the Legal department for guidance. › Remember that stricter rules apply to situations involving government officials. Never offer them anything of any value. Even the smallest gifts or offers are prohibited. Seek approval from the Legal department before proceeding. CONNECT WITH OUR CORE VALUES ETHICS BE THE ONE WHO … > Builds relationships on honesty – not inappropriate offers. > Follows our rules and theirs. > Isn’t afraid to refuse an offer. > Speaks up when an offer doesn’t seem right. 32 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Gifts and Entertainment Acceptable Offers Are: Acceptable Offers Are NOT: Nominal in value, such as promotional items. Offered infrequently. Serve some business purpose. Legal and in line with both parties’ policies. Reasonable, like inexpensive business meals, drinks or snacks. Given or received in an honest and transparent manner. Lavish. Cash or a cash equivalent. Stock. Special discounts or loans. Payment of travel expenses. Charitable or political contributions. Valued above the established threshold by both parties’ policies. Offered frequently or for non-business reasons. Keep Learning Statement of Policy on Conflicts of Interest 33 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Insider Trading We do things the right way – from the way we work to the way we invest. By following the law and never sharing or trading on inside information, we help create a level playing field, where everyone has the same chance to participate. › Understand insider trading. It happens when someone who has access to material, nonpublic or “inside” information uses it to trade securities or “tips” it to someone else so they may trade. › Also understand that as a ONEOK employee, you may have access to inside information about our company or other companies that hasn’t yet been made public. Follow our policies to keep it confidential and prevent unauthorized disclosure. › When trading securities, never base your decisions on inside information – no matter where it comes from. Never share it (even inadvertently) with anyone, including your spouse, family or friends. › Carefully follow all restrictions on trading ONEOK stock. Employees in designated work groups may only trade during open trading windows. These employees should never make a trade during a restricted trading period. Wait until all restrictions are lifted. › Check before you trade. Ask the Legal department if you may trade or if you’re not sure if information is material or nonpublic. CONNECT WITH OUR CORE VALUES ETHICS Consider This I overheard a conversation at work about a possible acquisition. Since I don’t have confirmation that this is happening, is it OK to buy shares in the other company? No. It doesn’t matter that you don’t have confirmation. What you heard is still inside information. Don’t trade on it or tip anyone else to trade. You could face harsh legal penalties. Keep Learning Securities and Insider Trading Policy It Might Be Inside Information If … ➔ IT’S “MATERIAL.” If it were known, it could influence investors’ decisions on buying, selling or holding securities. It also might affect stock prices. ➔ IT’S “NONPUBLIC.” It hasn’t been released publicly (for example through a press release or other official communication). ➔ IT INCLUDES INFORMATION LIKE: ◊ Financial results or projections. ◊ Mergers or acquisitions. ◊ Leadership changes. ◊ New product or service announcements. ◊ Contract negotiations. ◊ Pending legal action. 34 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

International Trade Doing business across borders presents ethical challenges and complicated rules. At ONEOK, we protect our reputation and our ability to conduct global business by carefully following all trade compliance laws. › Recognize that a variety of import and export laws may apply to ONEOK’s transactions and supply chain. Make sure you understand these laws and how they affect your work. Stay current on any changes to these requirements. › If you’re not sure how a law applies, or if laws of different countries seem to conflict, ask Compliance and Ethics for help. › Practice integrity in every international transaction. That includes obtaining proper licenses, government approvals and clearances. › Always be accurate and transparent when classifying imports and exports. Label, describe, classify and document everything in advance. Also include every party involved in the transaction, the country of origin, the end use and the final destination. › Only trade with third parties who share our commitment to integrity. If you help select international third parties, do your research to make sure they operate ethically and support our Core Values. › Make sure ONEOK isn’t: ➔ Violating any trade laws. ➔ Paying improper fees, like facilitation fees to speed up government actions. ➔ ParticipatinginanyboycottsthattheUnitedStatesdoesn’tsupport. ➔ Doing business with any sanctioned entities, individuals or countries. › If you see a possible violation of trade laws or our policies (whether it involves a third party or a ONEOK employee), speak up immediately. BE THE ONE WHO … > Follows the laws while staying true to our Core Values. > Avoids illegal or inappropriate deals. > Knows our third parties well. > Checks and double-checks transactions. > Seeks help when a transaction seems questionable. CONNECT WITH OUR CORE VALUES ETHICS 35 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Financial Integrity ONEOK’s success depends on our ability to earn trust. When our records are trustworthy, we strengthen the trust between our company and stakeholders and make better-informed business decisions. That’s why we put accuracy and integrity first when handling and managing our records. › Remember, our customers, shareholders and others rely on the accuracy of ONEOK’s records. Because you contribute to our records, it’s your duty to maintain their integrity. Our records include: ➔ Expense reports. ➔ Accounting records. ➔ Invoices. ➔ Timesheets. ➔ Contracts. ➔ Bids and proposals. ➔ Emails and other correspondence. › Regardless of what records you handle (financial, operational or administrative), be accurate and complete. Never make a false or misleading entry. › Carefully follow our policies and the law to make sure every record and disclosure is accurate and transparent. › If you prepare information for government or regulatory authorities, follow all regulatory requirements. Also cooperate fully with any audits or investigations. › Carefully follow our Records and Information Management (RIM) Policy, which shows you how to properly handle, store and dispose of all company records. › Consult our RIM group with any records question or issue, whether operational or corporate. › Never destroy, alter or conceal a record, especially those that have a legal hold or are needed for an investigation. Carefully follow instructions and contact Legal Holds if you have any questions. › If you’re aware of suspicious activity involving our records, speak up immediately to prevent fraud and protect our reputation. CONNECT WITH OUR CORE VALUES EXCELLENCE In Every Record, Focus On … ➔ HONESTY Every record reflects what actually happened. ➔ TRANSPARENCY There’s no attempt to deceive anyone. 36 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Financial Integrity BE THE ONE WHO … > Secures our records. > Keeps records well-organized. > Maintains supporting documentation, like receipts and emails. > Makes sure our records are reliable and retrievable. Consider This My supervisor suggested that I make a slight alteration to an accounting record. I don’t feel like I can refuse. What should I do? Giving in to pressure (or pressuring someone else) to alter an accounting record is a serious violation of our policy. No matter who is making the request, you should never alter a ONEOK record. Speak up immediately about this situation. Keep Learning Records and Information Management Policy 37 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Government Interactions ONEOK works in a highly regulated industry and is held to high standards – by our customers and the government. We fulfill our obligations to them and highlight integrity in every interaction and disclosure to government officials. › Keep in mind, the way we work with government officials matters – both to them and to our reputation. Be honest and ethical in all you do, whether you’re dealing with a local, state, federal or foreign government official. › Know and follow the many legal, regulatory and contractual requirements that apply to our dealings with government officials. Ask Compliance and Ethics if any requirement is unclear. › Be accurate in any statement you make to a government official or agency. That includes all financial statements and reports and environmental, social and governance disclosures. › In your interactions with government officials, never attempt to improperly influence legislation. Avoid the appearance of bribery or corruption. Never offer them anything of any value. Even the smallest gifts or entertainment are strictly prohibited. › Protect any classified or confidential information or intellectual property or other assets belonging to the government. › Treat government officials with the same level of respect and integrity that you would show to any other third parties. See Business Partner Relationships to learn more. How Do Legal Requirements Affect Us? They impact our: ➔ Bidding. ➔ Invoices and billing. ➔ Accounting. ➔ Purchasing. ➔ Subcontracting. ➔ Employment practices. ➔ Contract performance. ➔ Gifts and entertainment. CONNECT WITH OUR CORE VALUES ETHICS 38 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

ONEOK is more than a company. Keeping the human and environmental impact of our business ever in mind, we strive for continuous improvement as we promote a bright and sustainable future. Human Rights 40 Environmental Protection and Sustainability 41 Community Support 42 Political Activities 43 WE ARE GOOD NEIGHBORS 39 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

› ONEOK is committed to protecting human rights and following the laws regarding things like lawful pay and safe working conditions. Get to know these laws wherever you do business. › Also understand that human rights laws and practices may differ depending on the country involved. If any law is unclear, ask Compliance and Ethics. › Help uphold ONEOK’s commitment to integrating human rights responsibilities into our day-to-day operations and relationships. › If you are involved in employment decisions or issues through your work, make safe and lawful treatment a top priority. › Pay special attention to decisions being made by our vendors, suppliers and other third parties. Hold them to the same high standards and only work with third parties who share our commitment to human rights. Watch for any harmful practices. › If you become aware of human rights abuses anywhere in our business or in third parties’ operations, speak up immediately so we can take action. What Are We Trying to Prevent? Human rights abuses, such as: ➔ Forced or compulsory labor. ➔ Child labor. ➔ Modern slavery. ➔ Human trafficking. ➔ Physical punishment. ➔ Dangerous working conditions. ➔ Unlawful pay. ➔ Illegal work hours. CONNECT WITH OUR CORE VALUES SERVICE Human Rights Our business has great influence. We also have the responsibility to use that influence for good – to help people thrive. That’s why we do our part to protect basic human rights and preserve the safety and dignity of everyone our business touches. Keep Learning Human Exploitation 40 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Environmental Protection and Sustainability Our work at ONEOK includes keeping vital energy flowing to our communities while protecting our environment. Each of us helps by supporting ONEOK’s environmental initiatives and being responsible stewards of our resources. › Be aware that the nature of ONEOK’s business makes us subject to many environmental laws and requirements. Understand how these laws apply to you. Ask Compliance and Ethics for help if anything is unclear. › Make sure we’re doing all we can to operate in an environmentally responsible manner by completing all required environmental and safety training. Ask your supervisor for help if you have questions. › Help reduce ONEOK’s environmental impact by following our policies, especially those related to handling, storing and disposing of chemicals and other hazardous materials. Communicate these policies to any third parties with whom you work. › Whenever feasible, help conserve, recycle or reuse resources and reduce emissions in our operations. › If your work involves designing our processes, focus on making continuous improvements that promote sustainability and energy efficiency. › Source our materials responsibly, seeking sustainable and reusable materials where possible. › If you select our third parties, strive to choose those who seek to operate a sustainable business. › Speak up immediately if you suspect an environmental hazard or violation by a ONEOK employee or third party, such as: ➔ Inappropriate waste disposal. ➔ Chemical leaks or spills. ➔ Release of pollutants. ➔ Improper storage of hazardous waste. BE THE ONE WHO … > Takes environmental protection seriously. > Recycles and reuses materials. > Reduces use of resources. > Follows our policies and the law. > Watches for and reports environmental hazards. Consider This I have a concern about the way we’re disposing of a certain chemical, but I’m new to ONEOK. My supervisor doesn’t seem concerned. Should I be concerned? Yes. Even though you’re new, we want to know if you have concerns. You may help us uncover a real safety or environmental issue. If your supervisor won’t listen, speak up to another ONEOK resource so we may evaluate the situation. Keep Learning Corporate Sustainability Report CONNECT WITH OUR CORE VALUES SAFETY AND ENVIRONMENTAL 41 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Community Support We are committed to making a positive impact in every aspect of our business. That commitment comes from a deep sense of purpose we all share. › Keep our communities in mind in every business decision, making sure your actions help us: ➔ Safeguard people and the environment. ➔ Respect human rights. ➔ Respect and support the communities where we live and operate. › Be aware that ONEOK is actively involved in a variety of charitable and volunteer activities in our communities. We encourage you to watch for these opportunities in your area and get involved if you so choose. › Represent ONEOK well when you’re volunteering. Follow our policies and reflect our Core Values in everything you do. If you’re aware of any activity that violates our commitment to social responsibility, speak up immediately. › While ONEOK encourages you to support the causes of your choice, do so voluntarily, using your own time and resources. Never give the impression that you speak for ONEOK. Also keep your personal volunteer activities lawful and avoid conflicts of interest. › Never pressure others, like co-workers, customers or third parties to support your personal charitable activities. BE THE ONE WHO … > Helps ONEOK demonstrate care for our communities. > Balances our business needs with those of the community. > Considers the effects of your decisions, whether: » Social. » Economic. » Environmental. CONNECT WITH OUR CORE VALUES SERVICE 42 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Political Activities Having a voice in politics is a freedom we want every ONEOK employee to enjoy. While our company encourages us to be involved in the political process, we are respectful of others’ viewpoints, follow our policies and keep our politics separate from work. › Practice politics without pressure. Respect every individual’s right to support their own candidates and causes. Never make anyone feel obligated to support or donate to certain campaigns or causes. › Only use your own time and resources to support your political or civic activities – never use resources belonging to ONEOK, including our funds, assets or name. › When you express your political views, do so independently. Never make it seem like you’re speaking for ONEOK. › Follow the law and our policies in your political activities. Never allow your activities to lead to a conflict of interest. › Be aware that ONEOK may sometimes work with lobbyists, but you, as an employee, should never conduct lobbying activities on our behalf, unless you are designated to do so. › If you are designated to engage in corporate lobbying activities, follow the law, including all registration and notification requirements. › Use care in any interaction with government officials, including politicians. Avoid any inappropriate offers, which could give the appearance of a bribe. What Kind of Activities Are Political? They may include: ➔ Wearing campaign attire. ➔ Expressing political opinions. ➔ Displaying or distributing campaign materials. ➔ Certain lobbying activities. Consider This My friend volunteers for a local political candidate and invited me to a rally during the weekend. Is that OK? In general, yes, this should be acceptable – as long as your activities don’t interfere with your work, you offer support in your own name and use your own personal resources. CONNECT WITH OUR CORE VALUES ETHICS 43 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Closing Thoughts Thank you for reading ONEOK’s Code of Business Conduct and Ethics. The Code is your one-stop shop for all things ethical at ONEOK. When we all follow the Code and live by it each day, we discover the ONE Way to Work. We also grow closer and stronger as a team and as a company. Never forget the critical role you play at ONEOK. Not just in the job you do each day, but in the legacy you help create. By embracing our Core Values and our Code, you can Be the ONE who … › Understands the challenges of our business. › Is prepared to handle the risks we face. › Knows what’s expected. › Makes careful, ethical decisions. › Does the right thing. › Strives for continual improvement. As a key player on the ONEOK team, your voice matters. We want to hear from you if you ever have questions about the Code, our policies or any rule or law that applies to our business. When we work as one team, united by our Code and our Core Values, we’ll power a better future together. 44 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Need Help? When you have questions, we’re here to help: Issues or Concerns Contact Your supervisor Compliance and Ethics The Human Resources department The Legal department Any member of management Or, if you prefer, you may contact: The ONEOK Hotline By phone at 888-393-6825 Or online at secure.ethicspoint.com Ask questions or report potential misconduct or other ethical concerns. Report a FERC capacity release or other compliance concern. Company Policies Legal questions or requests from government agencies Company benefits The Legal department HR Solutions Compliance and Ethics o neokonline.com/policies 45 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED

Need Help? When you have questions, we’re here to help: Issues or Concerns Contact Communications Investor Relations Security Analyst, investor or media requests Concerns of data breaches Violations of Accounting Practices and Internal Controls Whistleblower Policy Records management Records and Information Management Email: Audit Committee Chair Mail: Audit Committee Chair c/o ONEOK, Inc. Attn: Vice President and Assoc. General Counsel – Compliance and Ethics and Corporate Secretary 100 West 5th Street Tulsa, Oklahoma 74103 The ONEOK Hotline By phone at 888-393-6825 Or online at secure.ethicspoint.com ONEOK reserves the right to modify this Code at any time, as necessary, along with our policies, procedures and conditions of employment. The Code is not intended as a contract or guarantee of employment. All employment remains at-will. No waiver of this Code may be made for a member of our board of directors or an executive officer without the written waiver of our board of directors. Any such waiver must then be disclosed to the company’s shareholders, along with the reasons for granting the waiver. We support our employees’ right to speak out publicly about matters of public concern and to participate in concerted activities and communications related to terms and conditions of employment. Nothing in any section of our Code or in any of our policies is intended to limit or interfere with that right. That includes activities protected under Section 7 of the U.S. National Labor Relations Act, such as discussions about wages, hours, working conditions, health hazards and safety issues. 46 ONE WAY TO WORK / Code of Business Conduct and Ethics CONTENTS RESOURCES HOTLINELAST PAGE VIEWED


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value of $0.01	OKE	New York Stock Exchange


Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

		On February 22, 2023, the Board of Directors (the “Board”) of ONEOK, Inc. (the “Company”) adopted an amendment to Section 2.06 of its Amended and Restated By-laws (as amended, the “By-laws”) effective immediately to clarify and further enhance procedural mechanics in connection with shareholder nominations of directors by requiring a shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white. The foregoing description of the amendment to the By-laws is qualified in its entirety by reference to the text of the By-laws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.05		Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

		On February 22, 2023, the Board approved a revised code of business conduct and ethics (the “Code”) titled “ONE Way to Work.” The Code expands upon existing subjects such as workplace conduct, insider trading and conflicts of interest, and includes new subjects such as diversity and inclusion, environmental protection and sustainability, health and safety at work, community support and human rights. The foregoing description of the revision to the Code is qualified in its entirety by reference to the text of the Code, a copy of which is attached to this Current Report on Form 8-K as Exhibit 14.1 and is incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits

	(d)	Exhibits

Exhibit Number		Description

3.1		Amended and Restated By-laws of ONEOK, Inc.
14.1		ONEOK Code of Business Conduct and Ethics
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).


			ONEOK, Inc.

Date:	February 24, 2023	By:	/s/ Walter S. Hulse III
			Walter S. Hulse III Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development


Date of report (Date of earliest event reported)			February 22, 2023