exhibit1040.htm


     

     

    
      Exhibit
10.40

      


      Amendment
No. 1

      OGE
Energy Corp. Restoration of Retirement Income Plan

      (As
Amended and Restated Effective January 1, 2005)

      


      OGE
Energy Corp., an Oklahoma corporation (the “Company”), in accordance with the
authority reserved to the Company under Section 9 of the OGE Energy Corp.
Restoration of Retirement Income Plan (As Amended and Restated Effective January
1, 2005) (the “Plan”), hereby amends the Plan, effective as of January 1, 2010,
in the following respect:

      
         

        
          	
                  1.     

                	
                  By
      adding at the end of the definition of “Compensation” in Section 2 of the
      Plan a new sentence to read
as follows:

                


        

         

      

      “Notwithstanding
any provision of the Plan, with respect to any Participant who for the first
time becomes a participant in the Retirement Plan on or after January 1, 2010,
Compensation shall not, for purposes of Section 5(a) or for any other purpose of
the Plan, include any amounts paid to such Participant for any period of service
with the Company or other Employer before January 1, 2010 (including any bonus
paid in 2010 for such service).”

       

      
        	
                2.     

              	
                By
      deleting the first sentence of the first paragraph of Section 5 of the
      Plan and inserting in lieu thereof a new sentence to read as
      follows:

              


      

       

      “The benefits payable to a Participant
or his beneficiary or beneficiaries under this Plan shall be equal to the
excess, if any, of:

       

      (a)           the
benefits which would have been paid on or after July 14, 1987, to such
Participant, or on his behalf to his beneficiary or beneficiaries, under the
Retirement Plan, if the provisions of the Retirement Plan were administered (i)
using the definition of Compensation contained in Section 2 of the Plan and (ii)
without regard to the 415 Limit or the 401(a)(17) Limit, over

       

      (b)           the
benefits which are payable to such Participant, or on his behalf to his
beneficiary or beneficiaries, under the Retirement Plan; provided, however,
that, with respect to a Participant who for the first time becomes a participant
in the Retirement Plan on or after January 1, 2010, the benefit payable under
the Retirement Plan shall be determined for purposes of this subsection (b) as
if under the Retirement Plan the Participant had accrued no benefits
attributable to compensation for any periods of service with the Company or
other Employer before January 1, 2010 (including any bonus paid in 2010 for such
service).”

      
         

        
          
            	
                    3.     

                  	
                    

                      By
      deleting the phrase “with the objective that such recipient” where it
      appears in the first sentence of the second paragraph of Section 5 of the
      Plan and inserting in lieu thereof the phrase “with the objective that,
      except as provided in the preceding paragraph, such
      recipient”.

                    

                  


          

           

        

      

      
        
          
            	
                    4.     

                  	
                    

                      Except
      as provided herein, the Plan remains in full force and
      effect.

                    

                  


          

           

        

      

      IN
WITNESS WHEREOF, OGE Energy Corp. has caused this instrument to be executed in
its name by a member of its Benefits Oversight Committee as of the 16th day of
December 2009.

      


      OGE
ENERGY CORP.

      


      By:  Its
Benefits Oversight Committee

      


      


      By: /s/ Carla D.
Brockman 

      Title:
Vice President –
Administration / Corporate Secretary