exhibit1041.htm


    
      Exhibit
10.41

      


      Amendment
No. 2 to the

      OGE
Energy Corp. Deferred Compensation Plan

      (As
Amended and Restated Effective January 1, 2005)

       

      OGE
Energy Corp., an Oklahoma corporation (the “Company”), by action of its Benefits
Oversight Committee taken in accordance with the authority granted to it by
Article X of the OGE Energy Corp. Deferred Compensation Plan (As Amended and
Restated Effective January 1, 2005), as heretofore amended (the “Plan”),
hereby further amends the Plan in the following respects effective as of January
1, 2010:

       

      
        
          1.    By
deleting the last two paragraphs of Section 4.4 of the Plan and inserting in
lieu thereof new subsections (d), (e) and (f) thereof, to read as
follows:

           

        

      

      
        	
                 
      

              	
                “(d)

              	
                Notwithstanding
      the foregoing provisions of this Section 4.4, the Administrator may
      provide that an individual who becomes an Eligible Employee on his date of
      hire by the Company and its Affiliates that occurs on or after the first
      day and prior to December 1 of a Plan Year may make a Deferral Election
      for such Plan Year within 30 days of becoming an Eligible Employee;
      provided, however, that such Deferral Election shall relate only to (i)
      Base Salary paid for the services to be performed after the date such
      election becomes irrevocable; and/or (ii) the portion of the Bonus
      relating to the services performed after the election becomes irrevocable,
      determined by multiplying the total Bonus amount relating to the Plan Year
      by a ratio of the number of days remaining in such Plan Year after the
      Deferral Election becomes irrevocable to the total number of days in the
      Plan Year.  Notwithstanding the foregoing, no individual who
      becomes an Eligible Employee on his date of hire by the Company and its
      Affiliates that occurs on or after the first day and prior to
      December 1 of a Plan Year as a result of or in connection with a
      corporate acquisition, merger or similar transaction shall be eligible to
      make a Deferral Election under this subsection (d) unless the
      Administrator determines, consistent with the provisions of Treas. Reg.
      Section 1.409A-2(a)(7), that the Eligible Employee is not already a
      participant or eligible to participate in any other nonqualified deferred
      compensation plan that would be aggregated with the Plan pursuant to Code
      Section 409A.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Notwithstanding
      the foregoing provisions of this Section 4.4, the Administrator may
      provide that an individual who becomes an Eligible Director after the
      first day of a Plan Year may make a Deferral Election within 30 days of
      becoming an Eligible Director, which Deferral Election shall relate to
      Director Compensation paid for services to be performed after the date
      such election becomes irrevocable.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Once
      made, a Deferral Election for a Plan Year shall become irrevocable at the
      end of the Plan Year in which occurs the Election Period during which the
      Deferral Election was made (or, where applicable, on the last day of the
      30-day period described in subsection (d) or (e) above, as the case may
      be), but such Deferral Election may be changed or revoked prior to that
      time in accordance with rules established by the
      Administrator.  A Deferral Election which has become irrevocable
      shall remain in effect for the Plan Year for which made and for subsequent
      Plan Years unless changed or revoked by the Participant in accordance with
      rules established by the Administrator.  Any such modification
      or revocation, however, shall be effective beginning for the Plan Year
      following the Plan Year in which the modification or revocation is filed
      with the Administrator; provided that, a revocation shall become effective
      as soon as practicable during the Plan Year in which filed with the
      Administrator in the event the revocation is required because the
      Participant obtained a hardship withdrawal under the RSP.  If a
      Deferral Election is revoked during a Plan Year in accordance with the
      preceding sentence in order for the Participant to obtain a hardship
      withdrawal under the RSP, the Participant may not make a new Deferral
      Election before the Election Period established by the Administrator for
      making deferrals to be effective for the next Plan Year.  As of
      the last day of each Plan Year, a Deferral Election then in effect, shall
      become irrevocable for the immediately following Plan Year except to the
      extent modified or revoked as provided
above.

              


      

       

      IN
WITNESS WHEREOF, the Company has caused this instrument to be signed by a duly
authorized officer on this 16th day of December, 2009.

       

      OGE
ENERGY CORP.

      


      By: /s/ Carla D.
Brockman