<PAGE>
                                                                     EXHIBIT 4.1

                   OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP
                           AND RETIREMENT SAVINGS PLAN
                       (As amended as of January 1, 2002)



                                 CONFORMED COPY


<Table>
<Caption>
AMENDMENT                                   EFFECTIVE                                    SIGNED
---------                                   ---------                                   --------
<S>                                         <C>                                         <C>
Number 1:                                                                               09/15/99

Section 2.24(d)                             10/01/98
Section 2.35(b)                             10/01/98
Section 2.46-2.47                           10/01/98
Section 3.1                                 10/01/98
Section 3.7                                 10/01/98
Section 10.3                                07/01/99
Section 11.1                                10/01/98
Section 13.1                                10/01/98

Number 2:                                                                               01/19/00

Section 2.40                                07/01/99
Section 4.1                                 02/01/00
Section 10.4                                07/01/99
Section 10.4                                07/01/99
Section 10.6                                07/01/99
Section 11.7                                10/01/98

Number 3:                                                                               03/15/00

Section 2.16                                10/01/98
Section 3.3                                 10/01/98
Section 5.5                                 10/01/98
Section 5.6(d)                              10/01/98
Section 6.5                                 10/01/98

Number 4:                                                                               05/18/00

Section 8.1(k)                              07/01/00
Section 8.1(l)                              07/01/00
Section 2.14                                07/01/00
Section 5.1                                 07/01/00
</Table>


<PAGE>

<Table>
<Caption>
AMENDMENT                                   EFFECTIVE                                    SIGNED
---------                                   ---------                                   --------
<S>                                         <C>                                         <C>
Number 5:                                                                               09/20/00

Section 2.25A                               10/01/98
Section 10.4(o)                             10/01/98
Section 10.4                                10/01/98
Section 16.3                                10/01/98
Section 11.9                                01/01/00
Sections 2.3 et al.                         09/20/00
Sections 2.6A and B                         09/20/00
Section 2.9                                 09/20/00
Section 2.20                                09/20/00
Section 14.7                                09/20/00
Article 13                                  09/20/00
Section 15.1                                09/20/00
Section 19.5                                09/20/00
Section 2.14(a)(iii)                        07/01/00
Section 2.14(b)                             07/01/00

Number 6:                                                                               01/17/01

Section 2.20                                01/01/01
Section 8.6                                 01/01/01

Number 7:                                                                               01/15/02

Section 2.14(a)                             01/01/98
Section 2.7A                                01/01/02
Section 5.6(e)                              01/01/97
Section 5.7                                 01/01/02
Section 5.8                                 01/01/02
Section 6.4(d)                              01/01/97
Section 10.3                                01/01/02
Section 10.4                                07/01/99
Section 11.4                                01/01/98
Section 11.6(c)                             01/01/02
Section 11.9                                01/01/02
Section 14.2                                09/20/00
Section 19.6                                09/20/00
</Table>

Note:  This is a conformed copy of the plan that reflects the amendments listed
       above.


                                       2
<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>      <C>                   <C>                                                                             <C>
ARTICLE 1             ESTABLISHMENT, TITLE, PURPOSE, INTENT AND EFFECTIVE DATE OF PLAN...........................1

         Section 1.1           Establishment, Effective Date and Title of Plan...................................1

         Section 1.2           Purpose of Plan...................................................................1

         Section 1.3           Intent of Plan....................................................................1

ARTICLE 2             DEFINITIONS................................................................................2

         Section 2.1           Accounts..........................................................................2

         Section 2.2           Actual Contribution Percentage....................................................2

         Section 2.3           Actual Deferral Percentage........................................................2

         Section 2.4           After-Tax Contributions...........................................................2

         Section 2.5           Authorized Leave of Absence.......................................................2

         Section 2.6           Beneficiary.......................................................................3

         Section 2.6A          Benefits Committee................................................................3

         Section 2.6B          Benefits Oversight Committee......................................................3

         Section 2.7           Board of Directors................................................................3

         Section 2.7A          Catch-Up Contributions............................................................3

         Section 2.8           Code..............................................................................3

         Section 2.9           ..................................................................................3

         Section 2.10          Company...........................................................................3

         Section 2.11          Company Matching Contribution Account.............................................3

         Section 2.12          Company Matching Contributions....................................................3

         Section 2.13          Company Stock.....................................................................3

         Section 2.14          Compensation......................................................................4

         Section 2.15          Eligible Employee.................................................................5

         Section 2.16          Employee..........................................................................5

         Section 2.17          Employee Contributions............................................................5

         Section 2.18          Employment Commencement Date and Reemployment Commencement Date...................5

         Section 2.19          ERISA.............................................................................5

         Section 2.20          Fiduciaries.......................................................................6

         Section 2.21          Financial Programs Committee......................................................6
</Table>


                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                               PAGE
<S>      <C>                   <C>                                                                             <C>
         Section 2.22          Forfeiture........................................................................6

         Section 2.23          Highly Compensated Employee.......................................................6

         Section 2.24          Hour of Service...................................................................6

         Section 2.25          Investment Fund or Funds..........................................................7

         Section 2.25A         OGE DB Rollover Account...........................................................7

         Section 2.26          Participant.......................................................................8

         Section 2.27          Participating Employer............................................................8

         Section 2.28          Payroll Period....................................................................8

         Section 2.29          Period of Severance...............................................................8

         Section 2.30          Permanent Disability..............................................................8

         Section 2.31          Plan..............................................................................8

         Section 2.32          Plan Administrator................................................................8

         Section 2.33          Plan Year.........................................................................8

         Section 2.34          Regular Contributions.............................................................8

         Section 2.35          Severance Date....................................................................8

         Section 2.36          Subsidiary........................................................................9

         Section 2.37          Supplemental Contributions........................................................9

         Section 2.38          Tax-Deferred Contribution Account.................................................9

         Section 2.39          Tax-Deferred Contributions........................................................9

         Section 2.40          Tejas Gas After-Tax Transfer Account..............................................9

         Section 2.41          Transfer Account..................................................................9

         Section 2.42          TRASOP Account....................................................................9

         Section 2.43          Trust.............................................................................9

         Section 2.44          Trustee...........................................................................9

         Section 2.45          USERRA...........................................................................10

         Section 2.46          Valuation Date...................................................................10

         Section 2.47          Year of Eligibility Service......................................................10

         Section 2.48          Year of Service..................................................................10

ARTICLE 3             ELIGIBILITY AND PARTICIPATION.............................................................11

         Section 3.1           Eligibility to Participate.......................................................11
</Table>


                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                               PAGE
<S>      <C>                   <C>                                                                             <C>
         Section 3.2           Election to Participate..........................................................11

         Section 3.3           Participation Fees...............................................................11

         Section 3.4           Becoming a Noncontributing Participant...........................................11

         Section 3.5           Status of Noncontributing Participant............................................11

         Section 3.6           Status of Terminated Participant.................................................12

         Section 3.7           Participation and Reemployment...................................................12

         Section 3.8           Beneficiary Designation..........................................................13

ARTICLE 4             COMPANY MATCHING CONTRIBUTIONS............................................................14

         Section 4.1           Amount of Company Matching Contributions.........................................14

         Section 4.2           Time and Form of Company Matching Contributions..................................14

ARTICLE 5             EMPLOYEE CONTRIBUTIONS....................................................................15

         Section 5.1           Employee Regular and Supplemental Contributions..................................15

         Section 5.2           Change in Employee Contribution Percentages......................................15

         Section 5.3           Suspension of Employee Contributions.............................................16

         Section 5.4           Deduction of Employee Contributions..............................................16

         Section 5.5           Yearly Limitation on Tax-Deferred Contributions..................................16

         Section 5.6           Reduction of Tax-Deferred Contributions by the Benefits Committee................16

         Section 5.7           Rollover Contributions...........................................................18

         Section 5.8           Catch-Up Contributions...........................................................18

ARTICLE 6             LIMITATIONS ON CONTRIBUTIONS TO THE PLAN..................................................18

         Section 6.1           Company Matching Contribution and Tax-Deferred Contribution Limitations..........18

         Section 6.2           Maximum Annual Additions to Participant Accounts.................................19

         Section 6.3           Participation in More than One Plan of Company...................................20

         Section 6.4           Limitation on Amount of Company Matching Contributions and After-Tax
                               Contributions....................................................................21

         Section 6.5           Multiple Use of Alternative Limitation...........................................23

ARTICLE 7             PARTICIPANT ACCOUNTS......................................................................23

         Section 7.1           Establishment of Participant Accounts............................................23

         Section 7.2           Quarterly Statement of Account Balances..........................................23
</Table>




                                     -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                               PAGE
<S>      <C>                   <C>                                                                             <C>
         Section 7.3           Nonforfeitability of Employee Contribution Accounts..............................23

         Section 7.4           Compliance with USERRA...........................................................23

ARTICLE 8             INVESTMENT FUNDS..........................................................................24

         Section 8.1           Establishment of Funds...........................................................24

         Section 8.2           Investment in Funds..............................................................26

         Section 8.3           Investment of Company Matching Contributions.....................................26

         Section 8.4           Investment of Employee Contributions and Transfer Accounts.......................26

         Section 8.5           Change in Participant's Investment Election......................................27

         Section 8.6           Participant Voting Rights........................................................27

ARTICLE 9             VALUATIONS AND ADJUSTMENTS................................................................27

         Section 9.1           Computation of Fair Market Value of Funds........................................27

         Section 9.2           Method of Adjustment.............................................................27

         Section 9.3           Allocation of Dividends in the OGE Energy Corp. Common Stock Fund................27

         Section 9.4           Allocation of Company Matching Contributions.....................................27

ARTICLE 10            DISTRIBUTIONS AND WITHDRAWALS.............................................................28

         Section 10.1          Distributions after a Severance Date.............................................28

         Section 10.2          Termination by Reason of Death, Permanent Disability or Retirement...............28

         Section 10.3          Termination by Resignation, Release or Discharge.................................28

         Section 10.4          In-Service Withdrawals...........................................................31

         Section 10.5          Indebtedness to Trust............................................................34

         Section 10.6          Loans to Participants............................................................34

ARTICLE 11            DISTRIBUTION OF BENEFITS..................................................................36

         Section 11.1          Distribution of Benefits Upon Termination of Employment..........................36

         Section 11.2          Manner of Distribution...........................................................37

         Section 11.3          Required Beginning Date..........................................................37

         Section 11.4          Form of Distribution.............................................................37

         Section 11.5          Dividend Distributions...........................................................37

         Section 11.6          Distribution of Benefits upon Death of Participant...............................38

         Section 11.7          Distribution to Alternate Payees.................................................38
</Table>


                                      -iv-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                               PAGE
<S>      <C>                   <C>                                                                             <C>
         Section 11.8          Distributions from TRASOP Account................................................39

         Section 11.9          Eligible Rollover Distributions..................................................39

ARTICLE 12            THE RETIREMENT SAVINGS TRUST..............................................................40

         Section 12.1          Establishment of Trust...........................................................40

         Section 12.2          Appointment of Trustee...........................................................40

ARTICLE 13            ADMINISTRATION............................................................................40

         Section 13.1          Allocation of Responsibilities Among Fiduciaries.................................40

         Section 13.2          Plan Administrator...............................................................41

         Section 13.3          Committees.......................................................................41

         Section 13.4          Information from Participant.....................................................45

         Section 13.5          Notification of Participant's Address............................................45

         Section 13.6          Claims and Appeal Procedure......................................................45

ARTICLE 14            NATURE AND CONSTRUCTION OF RIGHTS AND DUTIES..............................................46

         Section 14.1          Participant Elections............................................................46

         Section 14.2          Nonalienation of Benefits........................................................46

         Section 14.3          Payments to Incapacitated Participant or Beneficiary.............................47

         Section 14.4          Payment on Inability to Locate Participant or Beneficiary........................47

         Section 14.5          Interest in Trust Governed by Terms of Plan......................................47

         Section 14.6          Trust as Sole Source of Benefits.................................................47

         Section 14.7          Uniformity of Treatment..........................................................48

         Section 14.8          Exclusive Benefit of Participants and Beneficiaries..............................48

         Section 14.9          No Contract of Employment........................................................48

         Section 14.10         Form of Actions and Notices......................................................48

         Section 14.11         Partial Invalidity Not To Affect Remaining Provisions............................48

ARTICLE 15            AMENDMENT AND TERMINATION.................................................................48

         Section 15.1          Plan and Trust Amendment.........................................................48

         Section 15.2          Permanency of Plan...............................................................49

         Section 15.3          Termination of Plan..............................................................49

         Section 15.4          Distribution Upon Termination....................................................49
</Table>


                                       -v-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                               PAGE
<S>      <C>                   <C>                                                                             <C>
ARTICLE 16            SUCCESSOR COMPANY; PLAN MERGER, CONSOLIDATION OR TRANSFER OF ASSETS.......................50

         Section 16.1          Continuation by Successor........................................................50

         Section 16.2          Merger or Consolidation of Plan..................................................50

         Section 16.3          Transfer of Assets From Other Qualified Plans....................................50

ARTICLE 17            JOINT AND SURVIVOR ANNUITY REQUIREMENTS...................................................51

         Section 17.1          Applicability....................................................................51

         Section 17.2          General Rules....................................................................51

         Section 17.3          Definitions......................................................................51

ARTICLE 18            CONSTRUCTION..............................................................................52

         Section 18.1          In General.......................................................................52

         Section 18.2          Number and Context...............................................................52

ARTICLE 19            MULTIPLE EMPLOYER PROVISIONS..............................................................53

         Section 19.1          Participating Employers..........................................................53

         Section 19.2          Plan's Application to Each Participating Employer................................53

         Section 19.3          Continuity of Employment.........................................................53

         Section 19.4          Instructions to Trustee..........................................................53

         Section 19.5          Amendment by Board of Directors..................................................53

         Section 19.6          Withdrawal by Participating Employer.............................................53

ARTICLE 20            SPECIAL PROVISIONS FOR TOP-HEAVY PLANS....................................................54

         Section 20.1          Top-Heavy Plan Definitions.......................................................54

         Section 20.2          Requirements in Plan Years in Which Plan Is Top-Heavy............................55
</Table>


                                      -vi-
<PAGE>
                   OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP
                           AND RETIREMENT SAVINGS PLAN
                        (Effective as of October 1, 1998)


                                    ARTICLE 1

        ESTABLISHMENT, TITLE, PURPOSE, INTENT AND EFFECTIVE DATE OF PLAN

         Section 1.1 Establishment, Effective Date and Title of Plan. OGE Energy
Corp. ("the Company") sponsors what was originally known as the Oklahoma Gas and
Electric Company Employees' Thrift Plan (the "RSP") established January 1, 1982
by the Company's wholly-owned subsidiary, Oklahoma Gas and Electric Company. The
RSP has been amended and restated twice as of January 1, 1984, amended and
restated as of January 1, 1987, amended and restated as of January 1, 1989, and
amended and restated as of December 1, 1993, at which time the RSP was renamed
the Oklahoma Gas and Electric Company Employees' Retirement Savings Plan. The
RSP was amended as of September 17, 1997, at which time the Company assumed
sponsorship of the RSP, and it was renamed the OGE Energy Corp. Employees'
Retirement Savings Plan.

         The Company also sponsors the Oklahoma Gas and Electric Company
Employees' Stock Ownership Plan (the "ESOP"), established January 1, 1977 by the
Company's wholly-owned subsidiary, Oklahoma Gas and Electric Company. The ESOP
was amended and restated effective January 1, 1978, January 1, 1983, January 1,
1984, and January 1, 1989. On July 15, 1998, the Company assumed sponsorship of
the ESOP.

         The RSP and the ESOP were merged effective October 1, 1998. The
following provisions constitute an amendment, restatement and continuation of
the RSP and ESOP, effective October 1, 1998, which on and after such date shall
be known as the OGE Energy Corp. Employees' Stock Ownership and Retirement
Savings Plan (the "Plan").

         Section 1.2 Purpose of Plan. The purpose of the Plan is to assist
Employees of the Company in acquiring an equity ownership in the Company and to
provide additional financial security to Participants and their Beneficiaries
through systematic savings of a portion of their earnings supplemented by
Company Matching Contributions. Unless expressly stated otherwise with respect
to a particular provision, the amended and restated Plan shall apply only to
Participants (and their Beneficiaries) whose Severance Date is on or after
October 1, 1998.

         Section 1.3 Intent of Plan. The Plan is designed to invest primarily in
stock of the Company which is intended to constitute "qualifying employer
securities" within the meaning of Sections 4975(e)(8) and 409(l) of the Internal
Revenue Code and regulations thereunder. As far as practicable the income and
earnings therefrom and accretions on such stock shall also be invested in the
Common Stock of the Company, except to the extent dividends on such Common Stock
are paid out in cash to Participants as provided in Section 11.5. The Plan is
intended to be an "employee stock ownership plan" and is also designed to
qualify under Sections 401(a), 401(k) and 409 of the Internal Revenue Code, as
applicable. The Company intends that the Plan shall continue to be maintained by
it for the above purposes indefinitely, subject always,




                                      -1-

<PAGE>

however, to the rights reserved to the Board of Directors to amend and terminate
the Plan as set forth below.

                                    ARTICLE 2

                                   DEFINITIONS

         The following terms, when used in the Plan, shall have the following
meanings, unless the context clearly indicates otherwise:

         Section 2.1 Accounts. The term "Accounts" refers collectively to a
Participant's After-Tax Contribution Account, Company Matching Contribution
Account, Tax-Deferred Contribution Account, Transfer Account and TRASOP Account,
if any, and any sub-account of any of them.

         Section 2.2 Actual Contribution Percentage. The term "Actual
Contribution Percentage" means a percentage calculated for purposes of Section
6.4 for (a) the group of Highly Compensated Employees who are eligible under
Section 3.1 to participate in the Plan or (b) the group of all other Employees
who are eligible under Section 3.1 to participate in the Plan. For each group
being tested, the Actual Contribution Percentage shall be the average of the
following percentages, which shall be calculated separately for each member of
the group: the sum of the Company Matching Contributions under Section 4.1 and
the After-Tax Contributions under Section 5.1 on behalf of each group member,
divided by the Compensation of each group member. Qualified matching
contributions that are taken into account under Section 2.3 shall be excluded
from this Section 2.2.

         Section 2.3 Actual Deferral Percentage. The term "Actual Deferral
Percentage" means a percentage calculated for purposes of Section 5.6 for (a)
the group of Highly Compensated Employees who are eligible under Section 3.1 to
participate in the Plan or (b) the group of all other Employees who are eligible
under Section 3.1 to participate in the Plan. For each group being tested, the
Actual Deferral Percentage shall be the average of the following percentages,
which shall be calculated separately for each member of the group: the
Tax-Deferred Contributions on behalf of each group member divided by the
Compensation of each group member. The Benefits Committee may elect for each
Plan Year to include "qualified matching contributions" (as defined in the
Treasury Regulations under Code Section 401(k)) in the numerator of each
percentage calculated under this Section 2.3.

         Section 2.4 After-Tax Contributions. The term "After-Tax Contributions"
means the Employee Contributions under Section 5.1 designated as such by the
Participant. All Participant contributions made before January 1, 1984 shall be
considered After-Tax Contributions. After-Tax Contributions are not intended to
qualify as "salary reduction" contributions under Code Section 401(k).

         Section 2.5 Authorized Leave of Absence. The term "Authorized Leave of
Absence" means any paid absence by an Employee on account of time during which
no duties are performed due to vacation, holiday, illness, incapacity, layoff,
jury duty, military duty or other leave of absence authorized by the Company
under its standard personnel practices, administered


                                      -2-
<PAGE>

in a uniform and nondiscriminatory manner. During an Authorized Leave of
Absence, a Participant shall be given credit for Years of Service, provided that
he or she retires or returns to employment with the Company within the period
specified in the Authorized Leave of Absence. Notwithstanding any provision of
this Plan to the contrary, effective December 12, 1994, contributions, benefits
and service credit with respect to qualified military service will be provided
in accordance with Section 414(u) of the Internal Revenue Code.

         Section 2.6 Beneficiary. The term "Beneficiary" means the person,
persons or trust designated under Section 3.8 to receive a benefit under the
Plan after the death of a Participant.

         Section 2.6A Benefits Committee. The term "Benefits Committee" means
the committee appointed from time to time by the Benefits Oversight Committee
pursuant to the provisions of Article 13.

         Section 2.6B Benefits Oversight Committee. The term "Benefits Oversight
Committee" means the committee appointed by the Board of Directors pursuant to
Section 13.3.

         Section 2.7 Board of Directors. The term "Board of Directors" or
"Board" means the Board of Directors of OGE Energy Corp. as from time to time
constituted.

         Section 2.7A Catch-Up Contributions. The term "Catch-Up Contributions"
means the contributions made by a Participant pursuant to Section 5.8. Catch-Up
Contributions are intended to qualify as "salary reduction" contributions under
Section 401(k) of the Code.

         Section 2.8 Code. The term "Code" means the Internal Revenue Code of
1986, as amended from time to time.

         Section 2.9 This Section has been intentionally omitted and all
references to this "Section 2.9" in the Plan shall be substituted with Section
"2.6A."

         Section 2.10 Company. The term "Company" means OGE Energy Corp., a
corporation organized and existing under the laws of the State of Oklahoma, and
any successor thereto which continues the Plan as provided in Section 16.1, and
any Subsidiary or other corporation which together with OGE Energy Corp. is a
member of a "controlled group" of corporations under Code Section 414(b) or (c).

         Section 2.11 Company Matching Contribution Account. The term "Company
Matching Contribution Account" means the account maintained for the Company
Matching Contributions allocated on a Participant's behalf, after adjustment for
earnings, losses, changes in market value, fees, expenses, withdrawals,
distributions and Forfeitures.

         Section 2.12 Company Matching Contributions. The term "Company Matching
Contributions" means the contributions of the Company described in Section 4.1.

         Section 2.13 Company Stock. The term "Company Stock" means the common
stock of OGE Energy Corp. which currently has a par value of $0.01 per share. At
all times, Company Stock shall meet the requirements of Section 4975(e) of the
Code.


                                      -3-
<PAGE>

         Section 2.14 Compensation. The term "Compensation" shall

                  (a) include the following items paid in cash to the
         Participant by the Company during a calendar year:

                           (i)      Base compensation;

                           (ii)     The regular (non-premium) rate of pay for
                                    shift work performed by full-time employees
                                    of the Company for the limited purpose of
                                    crediting such Participants with up to 80
                                    total hours of pay during any regular
                                    biweekly payroll period; and

                           (iii)    Incentive pay, unless the Financial Programs
                                    Committee specifically excludes such
                                    incentive pay, by formal action, in order to
                                    prevent discrimination in favor of Highly
                                    Compensated Employees as determined by the
                                    Financial Programs Committee. Unless
                                    otherwise specified by the Benefits
                                    Oversight Committee, incentive pay means
                                    amounts paid pursuant to a written formal
                                    incentive plan, as approved by the Benefits
                                    Oversight Committee in a nondiscriminatory
                                    manner, which includes specific payout
                                    criteria. Effective September 20, 2000,
                                    lump-sum merit awards provided in
                                    conjunction with a merit pay program shall
                                    continue to be Compensation for the purpose
                                    of determining eligible Employee
                                    Contributions however, these lump-sum
                                    amounts shall be excluded from consideration
                                    of Company Matching Contributions.

                                    Effective January 1, 1998, "Compensation"
                           shall also include tax-deferred contributions made by
                           the Company on behalf of a Participant to this Plan
                           or any other plan or arrangement maintained by the
                           Company pursuant to Code Section 125, 129, 132, and
                           401(k), or any similar Code Section providing for
                           pre-tax payments or deferrals.

                  (b) Items such as the following shall be excluded from the
         term "Compensation:"

                           (i)      Amounts paid for overtime work except as
                                    provided in subsection (ii) above;

                           (ii)     Pay in lieu of overtime for exempt
                                    personnel;

                           (iii)    Lump-sum pay structure adjustments;

                           (iv)     Shift premiums;

                           (v)      Commissions;

                           (vi)     Fringe benefits;


                                      -4-
<PAGE>

                           (vii)    Non-cash benefits;

                           (viii)   Company contributions to employee benefit
                                    plans or arrangements;

                           (ix)     Employee reimbursements; and

                           (x)      Special lump-sum recognition awards.

         Notwithstanding the foregoing, solely for the purpose of determining
eligible Employee Contributions, the definition of Compensation shall include
overtime payments, pay in lieu of overtime for exempt personnel and special
lump-sum recognition awards. These amounts however, will not be eligible for
Company Matching Contributions. Compensation shall be limited for all Plan
purposes to the first $160,000 of Compensation per Participant, as adjusted by
the Secretary of the Treasury pursuant to Code Section 401(a)(17).

         For purposes of Sections 2.2, 2.3 and 2.23, the term "Compensation"
shall mean the total compensation received by an Employee from the Company for
the Plan Year, including salary, wages, bonuses, commissions, overtime pay,
overtime premiums, amounts which are Tax-Deferred Contributions under the Plan,
and any other elective contributions that are not included in gross income under
Code Section 125, 402(e)(3) or 402(h).

         Section 2.15 Eligible Employee. The term "Eligible Employee" means
every Employee of the Company, excluding any person who is a leased employee or
employed within a collective bargaining unit recognized as such by the Company
unless and until mutually satisfactory agreements have been reached with the
union bargaining agent for coverage of the Employees in the bargaining unit
represented by the union under the terms of the Plan, together with such other
waivers as the Company may deem necessary in light of the local contractual
situations.

         Section 2.16 Employee. The term "Employee" means every common law
employee of the Company. The term Employee also means any person who is not a
common law employee of the Company and who provides services to the Company if
(1) such services are provided pursuant to an agreement between the Company and
a leasing organization, (2) such person has performed such services for the
Company on a substantially full-time basis for a period of at least one year,
and (3) such services are performed under the primary direction or control of
the Company, as provided in Section 414(n)(2) of the Code.

         Section 2.17 Employee Contributions. The term "Employee Contributions"
means the contributions made by a Participant pursuant to Section 5.1.

         Section 2.18 Employment Commencement Date and Reemployment Commencement
Date. The term "Employment Commencement Date" means the first day on which the
Employee actually performs an Hour of Service for the Company. The term
"Reemployment Commencement Date" means the first day following a Period of
Severance on which the Employee performs an Hour of Service for the Company.

         Section 2.19 ERISA. The term "ERISA" means the Employee Retirement
Income Security Act of 1974, as amended from time to time.


                                      -5-
<PAGE>

         Section 2.20 Fiduciaries. The term "Fiduciaries" means the Board of
Directors, the Benefits Oversight Committee, the Benefits Committee, the Plan
Administrator, and the investment manager, if any, but only with respect to the
specific responsibilities of each for Plan or Trust administration, as described
and allocated in Article 13. For the sole purpose of voting shares of Company
Stock allocated to Participant accounts, the term "Fiduciaries" shall also mean
Participants who exercise such voting rights.

         Section 2.21 Financial Programs Committee. The term "Financial Programs
Committee" means the committee responsible for reviewing all incentive programs
offered by the Company to determine whether such programs discriminate in favor
of Highly Compensated Employees. To the extent discrimination exists, the
Financial Programs Committee, by formal action, may deem it necessary to exclude
certain types of incentive pay from Compensation.

         Section 2.22 Forfeiture. The term "Forfeiture" means the portion of a
Participant's Company Matching Contribution Account which by reason of the
provisions of Section 6.4 or 10.3 can no longer become distributable to him or
her. Each Forfeiture shall be applied solely to reduce the amount of Company
Matching Contributions otherwise payable by the Participating Employer that
employed the Participant to whom the Forfeiture is attributable. No part of any
Forfeiture may be applied to increase the benefits any Participant otherwise
would receive under the Plan.

         Section 2.23 Highly Compensated Employee. The term "Highly Compensated
Employee" means each Employee who:

                  (a) Was a five percent (5%) owner of the Company at any time
         during the Plan Year under consideration (the "current Plan Year") or
         the preceding Plan Year; or

                  (b) Received Compensation of more than $80,000 during the
         preceding Plan Year and who was in the top twenty percent (20%) of
         Employees (in terms of Compensation received) for that year.

         The $80,000 amount in paragraph (b) shall be adjusted by the Secretary
of the Treasury pursuant to Sections 415(d) and 414(q)(l) of the Code.

         Section 2.24 Hour of Service. The term "Hour of Service" means:

                  (a) Each hour for which an Employee is directly or indirectly
         paid or entitled to payment by the Company for the performance of
         duties for the Company;

                  (b) Each hour for which an Employee is directly or indirectly
         paid or entitled to payment by the Company on account of a period of
         time during which no duties are performed due to Authorized Leave of
         Absence; provided, however, that no hour shall be considered an Hour of
         Service if no duties are performed and the Employee is paid or entitled
         to payment under the terms of a plan or arrangement maintained solely
         for the purposes of complying with applicable workers' compensation,
         unemployment compensation or disability insurance laws. The number of
         Hours of Service credited to an Employee on account of any single
         continuous period during which the Employee


                                      -6-
<PAGE>

         performs no duties for the Company shall be limited to the lesser of
         50l or the actual number of hours that would otherwise be considered
         Hours of Service; and

                  (c) Each hour for which back pay, irrespective of mitigation
         of damages, is either awarded or agreed to by the Company; provided,
         however, that: (i) hours for which back pay is awarded or agreed to for
         periods described by subsection 2.24(b) above shall be limited by the
         rules of that subsection; (ii) hours shall not be credited under both
         this subsection 2.24(c) and subsection 2.24(a) or (b) above; and (iii)
         in the event that the Company agrees to back pay pursuant to an
         enforceable, arm's-length negotiation with an Employee, nothing in this
         subsection 2.24(c) shall preclude the Employee from waiving his or her
         right to credit for such hours in consideration for the Company's
         agreement.

                  (d) For purposes of satisfying a Year of Eligibility Service
         and notwithstanding anything in the Plan to the contrary, an Employee
         who is absent from work due to (i) the pregnancy of the Employee, (ii)
         the birth of a child of the Employee, (iii) the placement of a child in
         connection with the adoption of the child by the Employee, or (iv) the
         caring for the child by the Employee during the period immediately
         following the child's birth or placement for adoption, shall be treated
         as having completed certain Hours of Service for a limited period. The
         Employee will be treated as completing either (i) the number of Hours
         of Service that normally would have been credited but for the absence
         or, (ii) if the normal work hours are unknown, eight Hours of Service
         for each normal workday during the leave, to a maximum per Plan Year of
         501 Hours of Service, but only for purposes of preventing a One-Year
         Period of Severance. The Hours of Service required to be credited under
         this subsection 2.24(d) must be credited only in the Plan Year in which
         the absence begins for one of the permitted reasons or, if crediting in
         such year is not necessary to prevent a One-Year Period of Severance in
         that Plan Year, in the following Plan Year.

         Hours of Service shall be credited on the records of the Company to the
employment periods to which the payment relates rather than to the periods in
which payment is actually made. All Employees for whom the Company does not keep
records of the number of hours worked shall be credited with 45 Hours of Service
for each week for which they are paid or entitled to payment. Special rules for
treatment of Hours of Service to be credited for time spent on Authorized Leave
of Absence are set forth in 29 CFR Section 2530.200b-2(b) and (c), issued by the
United States Department of Labor, which are incorporated herein by reference.

         Section 2.25 Investment Fund or Funds. The term "Investment Fund" or
"Funds" means any one or all of the funds provided for in Article 8.

         Section 2.25A OGE DB Rollover Account. The term "OGE DB Rollover
Account" means the subaccount of the Transfer Account into which employee
contributions made under the Oklahoma Gas and Electric Company Retirement Plan
(currently known as the OGE Energy Corp. Retirement Plan (the "Retirement
Plan")) prior to October 1, 1975 were transferred for those Employees who took a
refund and elected to roll over their contributions to the Plan.


                                      -7-
<PAGE>

         Section 2.26 Participant. The term "Participant" means any Eligible
Employee who has elected to participate in the Plan pursuant to Section 3.2.

         Section 2.27 Participating Employer. The term "Participating Employer"
means OGE Energy Corp. or any Subsidiary that is participating in the Plan
pursuant to Article 19.

         Section 2.28 Payroll Period. The term "Payroll Period" means the
biweekly or bimonthly period, as appropriate, on the basis of which an Employee
is paid by the Company.

         Section 2.29 Period of Severance. The term "Period of Severance" means
the period of time commencing on an Employee's Severance Date and ending on the
Employee's Reemployment Commencement Date. The term "One-Year Period of
Severance" means a Period of Severance of twelve consecutive months.

         Section 2.30 Permanent Disability. The term "Permanent Disability"
means the permanent incapacity of a Participant to perform the duties of his or
her employment for the Company by reason of physical or mental impairment.
Permanent Disability shall be deemed to exist when so determined by the Benefits
Committee, based upon the written opinion of a licensed physician who has been
approved by the Benefits Committee. The final decision of the Benefits Committee
with respect to Permanent Disability shall be conclusive for all purposes of the
Plan and Trust.

         Section 2.31 Plan. The term "Plan" means the OGE Energy Corp.
Employees' Stock Ownership and Retirement Savings Plan, as set forth herein and
as from time to time amended and in effect.

         Section 2.32 Plan Administrator. The term "Plan Administrator" means
the person, persons or corporation from time to time designated as such by the
Benefits Committee, with the administrative responsibilities for the Plan set
forth in Section 13.2.

         Section 2.33 Plan Year. The term "Plan Year" means the administrative
year of the Plan and Trust ending each December 31.

         Section 2.34 Regular Contributions. The term "Regular Contributions"
means a Participant's Employee Contributions up to and including 6% of
Compensation.

         Section 2.35 Severance Date. The term "Severance Date" means a
severance from service with the Company which shall occur on the earlier of:

                  (a) The date on which an Employee quits, retires, is
         discharged or dies, whichever occurs first; or

                  (b) The later of:

                           (i)      One year after the first day of a period in
                                    which an Employee remains absent from the
                                    service of the Company with or without pay
                                    for any reason other than quitting,
                                    retirement or discharge unless the absence
                                    is due to an Authorized Leave of Absence and


                                      -8-
<PAGE>

                                    the Employee returns to service with the
                                    Company at the end of the Authorized Leave
                                    of Absence; or

                           (ii)     The end of the second year after an
                                    Authorized Leave of Absence related to
                                    maternity or paternity.

         If an Employee incurs a Severance Date under subsection 2.35(a) and
performs an Hour of Service within the twelve-consecutive-month period beginning
on the Severance Date, the Employee shall not have incurred a Period of
Severance and the entire period shall constitute a period of service.

         Section 2.36 Subsidiary. The term "Subsidiary" means any corporation,
domestic or foreign, of which 50% or more of the voting stock is owned directly
or indirectly by OGE Energy Corp.

         Section 2.37 Supplemental Contributions. The term "Supplemental
Contributions" means a Participant's Employee Contributions of more than 6% of
Compensation.

         Section 2.38 Tax-Deferred Contribution Account. The term "Tax-Deferred
Contribution Account" means the account maintained for the Participant's
Tax-Deferred Contributions, after adjustment for earnings, losses, changes in
market value, fees, expenses, withdrawals and distributions.

         Section 2.39 Tax-Deferred Contributions. The term "Tax-Deferred
Contributions" means the Employee Contributions under Section 5.1 designated as
such by the Participant. Tax-Deferred Contributions are intended to qualify as
"salary reduction" contributions under Section 401(k) of the Code.

         Section 2.40 Tejas Gas After-Tax Transfer Account. The term "Tejas Gas
After-Tax Transfer Account" means the account into which the after-tax accounts
of Participants who became Employees of the Company on July 1, 1999 (upon the
acquisition of Tejas Gas LLC by Enogex, Inc.) were transferred.

         Section 2.41 Transfer Account. The term "Transfer Account" means the
fully vested bookkeeping account established and maintained as provided in
Section 16.3, which may include amounts rolled over to the Trust pursuant to
Section 5.7.

         Section 2.42 TRASOP Account. The term "TRASOP Account" means the fully
vested bookkeeping account established and maintained to hold the assets
attributable to the Participant's Account under the Oklahoma Gas and Electric
Company Employees' Stock Ownership Plan before it merged with the OGE Energy
Corp. Employees' Retirement Savings Plan.

         Section 2.43 Trust. The term "Trust" means the trust or trusts
established pursuant to Section 12.1.

         Section 2.44 Trustee. The term "Trustee" means the trustee or trustees
appointed by the Board of Directors pursuant to Section 12.2, and any successor
trustee or trustees.


                                      -9-
<PAGE>

         Section 2.45 USERRA. The term "USERRA" means the Uniformed Services
Employment and Reemployment Rights Act of 1994.

         Section 2.46 Valuation Date. The term "Valuation Date" means each
business day on which the Federal Reserve, the New York Stock Exchange and the
Trustee are all open for business.

         Section 2.47 Year of Eligibility Service. The term "Year of Eligibility
Service" means the period of twelve consecutive months, commencing as of the
Employee's Employment Commencement Date or any anniversary thereof, during which
the Employee completes 1,000 or more Hours of Service. Notwithstanding the
foregoing, for purposes of determining the eligibility of the following
Employees to participate in the Plan, Hours of Service for eligibility purposes
shall be accrued as follows:

                  (a) Employees of Clinton Gas Company as of August 31, 1994,
         who became Employees of the Company on September 1, 1994 (upon the
         acquisition of Clinton Gas Company by Enogex, Inc.) shall have their
         Hours of Service accrued while employees of Clinton Gas Company prior
         to September 1, 1994, treated in the same manner as though such Hours
         of Service had been accrued with the Company.

                  (b) Employees of Ozark Pipeline, Inc. or its affiliates as of
         July 31, 1998, who became Employees of the Company on August 1, 1998
         (in connection with the purchase of substantially all of the assets of
         Ozark Pipeline, Inc. by Enogex Interstate Transmission L.L.C. (the
         "Ozark Purchase")) shall have their Hours of Service accrued while
         employees of Ozark Pipeline, Inc. or its affiliates prior to August 1,
         1998, treated in the same manner as though such Hours of Service had
         been accrued with the Company.

                  (c) Effective July 1, 1999, Employees of Tejas Gas LLC as of
         June 30, 1999, who became Employees of the Company on July 1, 1999
         (upon the acquisition of Tejas Gas LLC by Enogex, Inc.) shall have
         their Hours of Service accrued under the Coral Energy Services LLC
         Thrift Plan prior to July 1, 1999 counted as Hours of Service for
         purposes of the Plan.

         Section 2.48 Year of Service. The term "Year of Service" means each
twelve-month period of service after January 1, 1982 as an Employee of the
Company, regardless of whether or not such months of service are consecutive.
For a Participant whose Employment Commencement Date was prior to January 1,
1982 and who was employed by the Company on January 1, 1982, Years of Service
shall include periods of service prior to January 1, 1982 if the Participant
elected to participate in the Plan (i) on or before July 1, 1982, or (ii) when
he or she was first eligible to participate, whichever is later. Service with a
"related employer" shall be included in determining an Employee's Years of
Service. A "related employer" is any trade or business under common control (as
defined in Sections 414(b) and (c) of the Code) with OGE Energy Corp.

         For Employees who were employed by Mustang Fuel Corporation or Mustang
Gas Products Company on September 29, 1986, employment with Mustang Fuel
Corporation or Mustang Gas Products Company prior to September 29, 1986 shall be
included in determining


                                      -10-
<PAGE>
Years of Service under this Section 2.46 if the Participant elected to
participate in the Plan when first eligible.

                                    ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION

         Section 3.1 Eligibility to Participate. Each regular full-time Employee
shall be eligible to participate in the Plan upon becoming an Eligible Employee.
Each other Employee who is an Eligible Employee shall be eligible to participate
in the Plan after the completion of a Year of Eligibility Service.

         Section 3.2 Election to Participate. Each Eligible Employee may become
a Participant in the Plan as of the first day of the first Payroll Period
beginning after he or she has satisfied the requirements of Section 3.1, by
making such election. An Eligible Employee who does not elect to become a
Participant when first eligible, may elect to participate as of the first day of
any subsequent Payroll Period in accordance with procedures established by the
Plan Administrator, provided that he or she is employed as an Eligible Employee
on such date.

         Section 3.3 Participation Fees. An annual administrative fee shall be
charged to each Participant and former Participant (or their Beneficiaries or
alternate payees) with any balance in his or her Accounts under the Plan, which
shall be determined by the Administrator and applied on a uniform and
nondiscriminatory basis to all such Participants and Former Participants.

         Section 3.4 Becoming a Noncontributing Participant. A Participant shall
become a Noncontributing Participant for the period during which:

                  (a) He or she is on an unpaid leave of absence;

                  (b) He or she has voluntarily elected to suspend Employee
         Contributions as provided in Section 5.3;

                  (c) His or her Employee Contributions are automatically
         suspended because he or she has taken a withdrawal pursuant to Section
         10.4(g), (h), (i), (j), or (k); or

                  (d) He or she is no longer employed as an Eligible Employee.

         Section 3.5 Status of Noncontributing Participant. During the period
that a Participant is a Noncontributing Participant he or she shall be entitled
to all the rights, privileges and benefits of a Participant, except that:

                  (a) No Employee Contributions shall be made on his or her
         behalf;

                  (b) No Company Matching Contribution shall be made on his or
         her behalf;

                  (c) If he or she is a Noncontributing Participant pursuant to
         Section 3.4(a) or (d), no withdrawals pursuant to Section 10.4 and no
         loans pursuant to Section 10.6 may be requested.


                                      -11-
<PAGE>

         A Noncontributing Participant who becomes eligible to make Employee
Contributions may so elect by notifying the Trustee in advance of the first day
of a Payroll Period in accordance with procedures established by the Benefits
Committee.

         Section 3.6 Status of Terminated Participant. Except as provided in
Section 11.1 for Account balances of $5,000 or less, a terminated Participant
shall be entitled to maintain his or her Accounts in the Plan until such time as
distributions are required pursuant to Section 11.1, unless he or she requests
an earlier commencement of payments pursuant to Section 11.1. The Participant
shall have only those rights, privileges and benefits under the Plan as provided
in this Section 3.6 and in Sections 3.7, 7.2, 8.5, 8.6 and in Articles 9 and 11.

         Section 3.7 Participation and Reemployment.

                  (a) If an Employee was a Participant in the Plan on his or her
         prior termination of employment and is an Eligible Employee on his or
         her Reemployment Commencement Date, he or she shall be eligible to
         become a Participant as of the first day of the first Payroll Period
         coincident with or following his or her Reemployment Commencement Date,
         provided that he or she has made such election pursuant to such
         procedures as the Plan Administrator requires under Section 3.2. If he
         or she does not elect to become a Participant as of such date, he or
         she may elect to become a Participant as of the first day of any
         succeeding Payroll Period according to Section 3.2.

                           (1) Restoration of "Unvested" Amounts. If a
                  Participant terminates employment with the Company before
                  becoming fully vested in his or her Company Matching
                  Contribution Account, does not take a total distribution of
                  the vested portion of his or her Company Matching Contribution
                  Account upon termination, is reemployed by the Company, and
                  either (i) his or her Period of Severance is less than five
                  years or (ii) the Company fully vested the Company Matching
                  Contribution Accounts of other Participants in the same
                  category as the Participant if the Participant had remained
                  employed by the Company and five years had not elapsed during
                  his or her Period of Severance, the unvested portion of his or
                  her Company Matching Contribution Account treated as a
                  Forfeiture, if any, under Section 10.3 shall be restored to
                  the Participant as of the Valuation Date immediately following
                  the date of reemployment. The Participant's vested interest in
                  his or her Company Matching Contribution Account upon
                  reemployment shall be determined pursuant to Section 10.3.

                           If a Participant terminates employment with the
                  Company before becoming fully vested in his or her Company
                  Matching Contribution Account, receives a distribution or
                  deemed distribution pursuant to Section 10.3 of all of the
                  vested portion of the account after termination, is reemployed
                  by the Company, and either (i) his or her Period of Severance
                  is less than five years or (ii) the Company fully vested the
                  Company Matching Contribution Accounts of other Participants
                  in the same category as the Participant if the Participant had
                  remained employed by the Company and five years had not
                  elapsed during his or her Period of Severance, the Company
                  shall restore to the Participant as of the Valuation Date
                  immediately following the date of reemployment those amounts
                  treated as


                                      -12-
<PAGE>

                  Forfeitures under Section 10.3 without interest or earnings
                  for the period between the Valuation Date immediately
                  following the Participant's distribution date and the
                  Valuation Date immediately following the Participant's
                  reemployment. The Participant's vested interest in his or her
                  Company Matching Contribution Account upon reemployment shall
                  be determined pursuant to Section 10.3.

                           The Company shall restore unvested Company Matching
                  Contributions to Participants under this subsection by
                  utilizing first any available Forfeitures and then by making
                  an additional Company contribution. The Forfeitures or
                  additional Company contributions must be allocated to the
                  Participant's Company Matching Contribution Account prior to
                  the end of the Plan Year following the Plan Year in which
                  restoration occurs.

                           Notwithstanding any other provision of the Plan to
                  the contrary, if a Participant terminates employment and his
                  or her Period of Severance exceeds the greater of (1) five
                  years or (2) his or her Years of Service, the entire unvested
                  portion of his or her Company Matching Contribution Account,
                  and all earnings thereon, shall be Forfeited and shall not be
                  restored upon reemployment.

                           (2) Restoration of Years of Vesting Service and Years
                  of Service. If the Participant either had a Vested Percentage
                  under Section 10.3 in his or her Company Matching Contribution
                  Account as of his or her Severance Date or if his or her
                  Period of Severance is less than five years, the Participant
                  shall be entitled, in the event he or she elects to become a
                  Participant following his or her reemployment, to a
                  reinstatement of his or her Years of Vesting Service and his
                  or her Years of Service accrued as of his or her Severance
                  Date.

                  (b) If an Employee has an Employment Recommencement Date but
         was not a Participant in the Plan on his or her prior termination of
         employment, such Employee shall be eligible to participate in the Plan
         upon satisfying the eligibility requirements under Section 3.1.

         Section 3.8 Beneficiary Designation. A Participant may designate a
Beneficiary in writing on a form provided by the Plan Administrator. Such a
designation may be in favor of one or more Beneficiaries, may include contingent
as well as primary designations, may apportion or specify the benefits payable
hereunder, and may include named or yet unnamed trustees under any will or
living trust. The designation may be changed at any time or times by filing a
new designation form with the Plan Administrator. Any designation shall become
effective upon receipt thereof acknowledged by the Plan Administrator during the
Participant's lifetime. The most recent designation received by the Plan
Administrator shall control as of any date. If a Participant designates a
Beneficiary without providing that the Beneficiary must be living at the time of
each distribution, and if the Beneficiary survives the Participant but dies
before receiving all of the benefits so designated, then the remaining benefits
shall be distributed to the Beneficiary's spouse, if any, otherwise to the
Beneficiary's then-living descendants, per stirpes, if any, otherwise to the
Beneficiary's estate. If multiple Beneficiaries are named without specifying the
proportions payable to each, distribution shall be made in equal shares to the
Beneficiaries entitled thereto. In the absence of a written and receipted
designation of


                                      -13-
<PAGE>
Beneficiary, or if all designated Beneficiaries predecease the Participant, the
Participant's spouse, if any, otherwise the Participant's then-living
descendants (with distribution being made per stirpes), if any, otherwise the
Participant's estate, shall be considered the designated Beneficiary. All
Beneficiary designations should include the full name and post office address of
the Beneficiary. Distribution to a Beneficiary hereunder other than to the
estate of a Participant shall not be subjected to claims against the
Participant. A married Participant's sole primary Beneficiary shall, while the
Participant is married, automatically be his or her current spouse unless the
spouse consents in writing to the designation of a different primary Beneficiary
or Beneficiaries. Such spousal consent shall acknowledge the financial effect of
the designation and shall also acknowledge the non-spouse Beneficiary, class of
Beneficiaries or contingent Beneficiaries and the specific form of payment, if
any, chosen by the Participant. The consent shall be witnessed by a Plan
representative or a notary public.

                                   ARTICLE 4

                         COMPANY MATCHING CONTRIBUTIONS

         Section 4.1 Amount of Company Matching Contributions. Subject to the
provisions of Section 6.1, the Company shall make Company Matching Contributions
to the Plan for each payroll period on behalf of each Participant, on the
following basis:

                  (a) For Participants whose Employment or Reemployment
         Commencement Dates were before February 1, 2000, and

                           (1) the Participant has completed fewer than 20 full
                  Years of Service, the Company shall contribute fifty percent
                  (50%) of the Regular Contributions deposited during such month
                  by such Participant; provided, however, that the amount of
                  Employee Contributions for which the Company shall make a
                  Company Matching Contribution shall not exceed six percent
                  (6%) of the Participant's Compensation; or

                           (2) the Participant has completed 20 or more full
                  Years of Service, the Company shall contribute seventy-five
                  percent (75%) of the Regular Contributions deposited during
                  such month by such Participant; provided, however, that the
                  amount of Employee Contributions for which the Company shall
                  make a Company Matching Contribution shall not exceed six
                  percent (6%) of the Participant's Compensation.

                  (b) For Participants whose Employment or Reemployment
         Commencement Dates were on or after February 1, 2000, the Company shall
         contribute one hundred percent (100%) of the Regular Contributions
         deposited during such month by such Participant; provided, however,
         that the amount of Employee Contributions for which the Company shall
         make a Company Matching Contribution shall not exceed six percent (6%)
         of the Participant's Compensation.

         Section 4.2 Time and Form of Company Matching Contributions. Company
Matching Contributions shall be made as soon as reasonably practicable after the
last business day of the


                                      -14-
<PAGE>

calendar month to which they relate. Company Matching Contributions may be made
in the form of cash or qualifying employer securities (within the meaning of
Code Section 4975(e)(8)) or in a combination thereof, as the Company elects. To
the extent that Company Matching Contributions are made in the form of Company
Stock, the number of shares to be contributed shall be determined by dividing
the amount of the contribution to be made in the form of stock by the closing
price of such stock as reported as New York Stock Exchange-Composite
Transactions on the date to which such contribution relates. Such stock may be
stock which has been purchased by the Company for this purpose, authorized but
unissued stock of OGE Energy Corp., or treasury stock held by OGE Energy Corp.
Regardless of the form of contribution, all Company Matching Contributions shall
be invested in the OGE Energy Corp. Common Stock Fund when contributed to the
Trust.

                                    ARTICLE 5

                             EMPLOYEE CONTRIBUTIONS

         Section 5.1 Employee Regular and Supplemental Contributions. For each
Payroll Period, each Participant shall contribute to the Plan an amount not less
than two percent (2%) nor more than fifteen percent (19%) of his or her
Compensation, which contributions shall be designated by the Participant, in
whole multiples of one percent (1%) of Compensation, on the following basis:

                  (a) Contributions not exceeding the first six percent (6%) of
         Compensation shall be designated Regular Contributions. Regular
         Contributions may be designated as After-Tax Contributions or
         Tax-Deferred Contributions in any combination, provided that any such
         designation is made in whole multiples of one percent (1%) of
         Compensation.

                  (b) Contributions exceeding the first six percent (6%) of
         Compensation shall be designated Supplemental Contributions.
         Supplemental Contributions may be designated as After-Tax Contributions
         or Tax-Deferred Contributions, in any combination, provided that any
         such designation is made in whole multiples of one percent (1%) of
         Compensation.

         All Employee Contributions shall be effected by payroll deductions in
accordance with procedures established by the Benefits Committee.
Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the
Internal Revenue Code.

         Section 5.2 Change in Employee Contribution Percentages. The rate of
Regular and Supplemental Contributions may be changed from one whole multiple of
one percent (1%) to another by any Participant as to Employee Contributions to
be made in the future, effective as of the first day of any Payroll Period and
within the limitations of Section 5.1, by submitting the required information in
advance to the Trustee; provided, however, that a Participant's Supplemental
Contributions shall be completely suspended during any period in which his or
her Regular Contribution percentage is less than six percent (6%).


                                      -15-
<PAGE>

         Section 5.3 Suspension of Employee Contributions. A Participant may
suspend his or her Regular Contributions and/or Supplemental Contributions as of
the first day of any Payroll Period by making a request to the Trustee prior to
the start of the such Payroll Period, in accordance with procedures established
by the Benefits Committee. A Participant may resume Employee Contributions by
similar advance notice to the Trustee.

         Section 5.4 Deduction of Employee Contributions. The Company shall
deduct Employee Contributions from the Compensation of the Participant and shall
transmit biweekly, but in no event later than the 15th business day of the month
following the month in which such deduction is made, the sums so deducted to the
Trustee for investment as the Participant shall have directed. A statement of
the amount of each Participant's Employee Contributions shall be delivered to
the Trustee by the Plan Administrator.

         Section 5.5 Yearly Limitation on Tax-Deferred Contributions. No
Participant shall be permitted to have Tax-Deferred Contributions made under the
Plan during any calendar year in excess of $10,000 (reduced by the Participant's
elective deferrals for such year under any other salary reduction arrangement
under Code Section 401(k) or 403(b)), as adjusted by the Secretary of the
Treasury each year. Any Tax-Deferred Contributions made by the Company on behalf
of a Participant in excess of the adjusted $10,000 limit for any calendar year
shall be returned to the Participant (as adjusted for earnings and losses
attributable thereto during the Plan Year to which such excess relates) no later
than the April 15 following the close of the calendar year to which such excess
relates. The amount of excess Tax-Deferred Contributions to be distributed under
this Section with respect to an Employee for a Plan Year shall be reduced by any
excess Tax-Deferred Contributions previously distributed to the Employee for the
Employee's taxable year ending with or within the Plan Year in accordance with
Section 402(g)(2).

         Section 5.6 Reduction of Tax-Deferred Contributions by the Benefits
Committee.

                  (a) Effective for Plan Years beginning on and after January 1,
         1997, for the Plan Year to the extent necessary to meet for any Plan
         Year either of the following tests:

                           (i)      the average Actual Deferral Percentage of
                                    the Highly Compensated Employees for the
                                    current Plan Year is not more than 1.25
                                    times the average Actual Deferral Percentage
                                    of all other Employees for the preceding
                                    Plan Year; or

                           (ii)     the excess of the average Actual Deferral
                                    Percentage of the Highly Compensated
                                    Employees for the Plan Year over the average
                                    Actual Deferral Percentage of all other
                                    Employees for the preceding Plan Year is not
                                    more than 2 percentage points and the
                                    average Actual Deferral Percentage of the
                                    Highly Compensated Employees for the Plan
                                    Year is not more than 2 times the average
                                    Actual Deferral Percentage of all other
                                    Employees for the preceding Plan Year;

                  (b)      the Benefits Committee may undertake the following
                           actions:


                                      -16-
<PAGE>

                           (i)      decrease the maximum Tax-Deferred
                                    Contribution permitted to be made on behalf
                                    of certain Highly Compensated Employees as
                                    determined by the Benefits Committee each
                                    Plan Year;

                           (ii)     for certain Participants designate
                                    Tax-Deferred Contributions as After-Tax
                                    Contributions under the rules provided in
                                    Section 5.1; or

                           (iii)    distribute the Tax-Deferred Contributions of
                                    certain Participants;

                  (c) according to the following rules:

                           (i)      Any distribution to Participants under this
                                    paragraph shall occur before the end of the
                                    Plan Year following the Plan Year in which
                                    the contributions were made. However, unless
                                    the distribution is made within the first 2
                                    1/2 months of that following Plan Year, the
                                    Participating Employer shall incur a 10%
                                    excise tax with respect to the excess not
                                    distributed to the extent required by law.

                           (ii)     For Plan Years beginning prior to January 1,
                                    1997, the distribution shall be made by
                                    reducing the Tax-Deferred Contributions made
                                    on behalf of the Highly Compensated
                                    Employees in order of their contribution
                                    percentages. Beginning with the highest of
                                    such percentages, each contribution
                                    percentage shall be reduced to the next
                                    highest contribution percentage until the
                                    excess is eliminated.

                                    (1)      For Plan Years beginning on or
                                             after January 1, 1997, the
                                             distribution shall be made by
                                             distributing the Tax-Deferred
                                             Contributions made on behalf of the
                                             Highly Compensated Employees under
                                             the leveling method described under
                                             Code Section 401(k)(8) and
                                             applicable regulations in order of
                                             the aggregate amount of
                                             contributions by, or on behalf of,
                                             each of such Employees. Beginning
                                             with the highest of such
                                             contributions, each aggregate
                                             contribution amount shall be
                                             reduced to the next highest
                                             aggregate contribution amount until
                                             the excess is eliminated.

                           (iii)    Each distribution under this paragraph shall
                                    include the earnings or losses or increase
                                    or decrease in value attributable to the
                                    contributions distributed through the date
                                    of the distribution.

                  (d) The amount of excess Tax-Deferred Contributions to be
         distributed under this Section with respect to an Employee for a Plan
         Year shall be reduced by any excess Tax-Deferred Contributions
         previously distributed to the Employee for the Employee's taxable year
         ending with or within the Plan Year in accordance with Section
         402(g)(2).

                  (e) For purposes of applying the tests set forth in Section
         5.6(a) for any Plan Year beginning on or after January 1, 1997, the
         Benefits Oversight Committee may elect, by amending the Plan to provide
         that it has made such election, to use the average Actual


                                      -17-
<PAGE>

         Deferral Percentage of Employees (who are not Highly Compensated
         Employees) for the current Plan Year rather than use the average Actual
         Deferral Percentage of Employees (who are not Highly Compensated
         Employees) for the preceding Plan Year as is otherwise provided in
         Section 5.6(a). If such an election is made, it may not be changed
         except to the extent provided in applicable governmental regulations,
         rulings or announcements. In accordance with the preceding sentence,
         the Benefits Oversight Committee hereby elects to use the average
         Actual Deferral Percentage for Employees (who are not Highly
         Compensated Employees) for the current Plan Year in applying the tests
         under Section 5.6(a) for each Plan Year commencing on or after January
         1, 1997, and the Plan is hereby amended to so provide.

         Section 5.7 Rollover Contributions. An Eligible Employee who has
received a distribution of his or her interest in a plan that is qualified under
Section 401(a) of the Code, may, in accordance with procedures established by
the Benefits Committee, transfer the distribution to the Trust and instruct the
Trustee to accept such a distribution directly from the distributing plan,
provided the following conditions are met:

                  (a) the distribution is an eligible rollover distribution as
         defined in Section 11.9;

                  (b) the transfer occurs on or before the 60th day following
         the Employee's receipt of the distribution from the other plan, or, if
         such distribution had previously been transferred into an individual
         retirement account or individual retirement annuity described in
         Section 408 of the Code, on or before the 60th day following the
         Employee's receipt of the distribution from such account or annuity;

                  (c) the Employee provides the Trustee with whatever
         information it deems necessary to determine that the proposed rollover
         will meet the requirements of this Section.

         The amount transferred shall be credited to the rollover subaccount of
the Employee's Transfer Account.

         Section 5.8 Catch-Up Contributions. For any Plan Year beginning after
December 31, 2001, all Participants who have attained age 50 before the close of
the Plan Year shall be eligible to make Catch-Up Contributions in accordance
with, and subject to the limitations of, Section 414(v) of the Code. Such
Catch-Up Contributions shall not be taken into account for purposes of the
provisions of Sections 5.5 and 6.2 of the Plan. The Plan shall not be treated as
failing to satisfy Section 5.6 and Article 20 of the Plan or the requirements of
Code Section 410(b) by reason of the making of such Catch-Up Contributions.

                                    ARTICLE 6

                    LIMITATIONS ON CONTRIBUTIONS TO THE PLAN

         Section 6.1 Company Matching Contribution and Tax-Deferred Contribution
Limitations. Company Matching Contributions and Tax-Deferred Contributions made
by any Participating Employer shall be made only on behalf of Participants who
are Employees of the


                                      -18-
<PAGE>

Participating Employer, and Company Matching Contributions shall be made only
from current or accumulated earnings or profits of such Participating Employer.
If any Participating Employer is prevented from making a contribution which it
otherwise would have made by reason of having no current or accumulated earnings
or profits, or because such earnings or profits are less than the contribution
which it otherwise would have made, then so much of the contribution which such
Participating Employer was so prevented from making may be made for the benefit
of Participants who are Employees of such Participating Employer by any of the
other Participating Employers to the extent of its current or accumulated
earnings or profits. If the Participating Employers do not file a consolidated
federal income tax return, the contribution by each such other Participating
Employer shall be limited to that portion of its total current and accumulated
earnings or profits remaining after adjustment for its contributions on behalf
of Participants who are its own Employees which the total prevented contribution
bears to the total current and accumulated earnings or profits of all such
Participating Employers remaining after adjustment for all contributions on
behalf of Participants who are their own Employees. Notwithstanding the
foregoing provisions of this Section 6.1, OGE Energy Corp. may waive the
earnings and profits limitation under this Section 6.1 for any Plan Year. The
amount of contributions made by any Participating Employer for a Plan Year shall
not exceed the amount deemed to be deductible in computing the taxable income of
such Participating Employer (taking into account all contributions under all of
such Participating Employer's qualified plans and all privileges and limitations
of carryovers and carryforwards as established by law) for the purpose of
computing taxes on or measured by income under the provisions of the Code and/or
any other laws in effect from time to time.

         Section 6.2 Maximum Annual Additions to Participant Accounts.
Notwithstanding any other provision of the Plan, the "annual additions" on
behalf of a Participant for any "limitation year" shall not exceed an amount
equal to the lesser of:

                  (a) Thirty thousand dollars ($30,000), as adjusted by the
         Secretary of the Treasury under Section 415(d) of the Code; or

                  (b) Twenty-five percent (25%) of the Compensation paid to the
         Participant by the Company in that limitation year.

         For purposes of this Section 6.2 and Section 6.3, the term "annual
additions" shall mean, with respect to each Participant for each Plan Year, the
aggregate of the Company Matching Contributions allocated to his or her Company
Matching Contribution Account, the Tax-Deferred Contributions allocated to his
or her Tax-Deferred Contribution Account and the contributions made by the
Participant to his or her After-Tax Contribution Account. If any Participant's
annual additions exceed the applicable maximum limitation set forth above,
contributions (and the earnings attributable thereto during the Plan Year) shall
be returned to the Participant and/or held in a suspense account for the
Participating Employer to the extent necessary and in the following priority:

                           (i)      First, Supplemental After-Tax Contributions
                                    shall be returned to the Participant;


                                      -19-
<PAGE>

                  (c) Second, Regular After-Tax Contributions shall be returned
         to the Participant and Company Matching Contributions relating thereto
         shall be held in a suspense account for the Participating Employer;

                  (d) Third, Supplemental Tax-Deferred Contributions shall be
         returned to the Participant; and

                  (e) Fourth, Regular Tax-Deferred Contributions shall be
         returned to the Participant and Company Matching Contributions relating
         thereto shall be held in a suspense account for the Participating
         Employer.

         Amounts held in a suspense account for a Participating Employer shall
be used to reduce future Company Matching Contributions by such Participating
Employer. For purposes of this Section 6.2 and Section 6.3, the term "limitation
year" shall mean the Plan Year and the term "Compensation" shall be defined
pursuant to Treasury Regulation Section 1.415-2(d).

         Section 6.3 Participation in More than One Plan of Company. In the
event that the annual additions which otherwise would be made to the
Participant's Accounts under all defined contribution plans of the Company for
any Plan Year exceed the limitations set forth in Section 6.2, the excess annual
additions shall be attributable first to the Plan as may be required under
Section 6.2 so that no such excess annual additions are made.

         In the event that the Participant is also a participant in one or more
tax-qualified defined benefit pension plans of the Company, for Plan Years
beginning prior to January 1, 2000, the sum of such Participant's defined
benefit plan fraction and defined contribution plan fraction, as determined
pursuant to Code Section 415(e) for any Plan Year, may not exceed 1.0.

         The defined benefit plan fraction for any Plan Year is a fraction, the
numerator of which is the Participant's projected annual benefit under any
defined benefit plan of the Company, and the denominator of which is the lesser
of (a) 1.25 multiplied by the annual dollar limitation on projected annual
benefits in effect under Code Section 415(b)(1)(A) or (b) 1.4 multiplied by one
hundred percent (100%) of the Participant's average annual Compensation during
the three consecutive calendar years when the Compensation paid to him or her
was the highest. Notwithstanding the foregoing, if the Participant was a
participant in any defined benefit plan of the Company as of December 31, 1982,
the denominator of the defined benefit plan fraction will not be less than 1.25
multiplied by the Participant's accrued benefit under such plan as of December
31, 1982.

         The defined contribution plan fraction for any Plan Year is a fraction,
the numerator of which is the sum of the annual additions to the Participant's
Accounts under all defined contribution plans of the Company, and the
denominator of which is the sum of the maximum aggregate amounts which could
have been contributed under Code Section 415(c) for the current Plan Year and
for all prior Plan Years of such Participant's employment by the Company. The
"maximum aggregate amount" for any Plan Year shall be equal to the lesser of (a)
1.25 multiplied by the dollar limitation on contributions in effect for such
Plan Year under Code Section 415(c)(1)(A) or (b) 1.4 multiplied by twenty-five
percent (25%) of the Participant's


                                      -20-
<PAGE>

Compensation for the Plan Year. The Company may, in calculating the defined
contribution plan fraction, elect to apply the transitional rule provided in
Code Section 415(e)(6).

         If the sum of a Participant's defined contribution plan and defined
benefit plan fractions would otherwise exceed 1.0 for any Plan Year, then the
benefit which would otherwise be accrued with respect to such Participant under
any applicable tax-qualified defined benefit pension plan shall be considered
not to have been accrued and will be limited to the extent necessary so that the
sum does not exceed 1.0.

         Section 6.4 Limitation on Amount of Company Matching Contributions and
After-Tax Contributions.

                  (a) For Plan Years beginning on or after January 1, 1997, to
         the extent necessary to meet for any Plan Year either of the following
         tests:

                           (i)      The average Actual Contribution Percentage
                                    of the Highly Compensated Employees for the
                                    current Plan Year is not more than 1.25
                                    times the average Actual Contribution
                                    Percentage of all other Employees for the
                                    preceding Plan Year; or

                           (ii)     The excess of the average Actual
                                    Contribution Percentage of the Highly
                                    Compensated Employees for the current Plan
                                    Year over the average Actual Contribution
                                    Percentage of all other Employees for the
                                    preceding Plan Year is not more than 2
                                    percentage points and the average Actual
                                    Contribution Percentage of the Highly
                                    Compensated Employees for the current Plan
                                    Year is not more than 2 times the average
                                    Actual Contribution Percentage of all other
                                    Employees for the preceding Plan Year;

                  (b) the Benefits Committee may undertake any of the following
         actions:

                           (i)      forfeit the amount of the nonvested Company
                                    Matching Contributions made on behalf of
                                    certain Highly Compensated Employees as
                                    determined by the Benefits Committee each
                                    Plan Year;

                           (ii)     return the After-Tax Contributions (as
                                    adjusted for earnings and losses thereon
                                    through the date the contributions are
                                    distributed) made by certain highly
                                    Compensated Employees as determined by the
                                    Benefits Committee each Plan Year; or

                           (iii)    return the amount of the vested Company
                                    Matching Contributions (as adjusted for
                                    earnings and losses thereon through the date
                                    the contributions are distributed) made on
                                    behalf of certain Highly Compensated
                                    Employees as determined by the Benefits
                                    Committee each Plan Year;


                                      -21-
<PAGE>
                  (c) according to the following rules:

                           (i)      Any distribution to Participants under this
                                    paragraph shall occur before the end of the
                                    Plan Year following the Plan Year in which
                                    the contributions were made. However, unless
                                    the distribution is made within the first
                                    2 1/2 months of that following Plan Year,
                                    Employer shall incur a 10% excise tax with
                                    respect to the excess not distributed to the
                                    extent required by law.

                           (ii)     For Plan Years beginning prior to January 1,
                                    1997, the distribution shall be made by
                                    reducing the Matching Contributions made on
                                    behalf of the Highly Compensated Employees
                                    in order of their contribution percentages.
                                    Beginning with the highest of such
                                    percentages, each contribution percentage
                                    shall be reduced to the next highest
                                    contribution percentage until the excess is
                                    eliminated.

                                    For Plan Years beginning on or after January
                                    1, 1997, the distribution shall be made by
                                    reducing the Matching Contributions made on
                                    behalf of the Highly Compensated Employees
                                    under the leveling method described under
                                    Code Section 401(k)(8) and applicable
                                    regulations in order of the aggregate amount
                                    of contributions by, or on behalf of, each
                                    of such Employees. Beginning with the
                                    highest of such contributions, each
                                    aggregate contribution amount shall be
                                    reduced to the next highest aggregate
                                    contribution amount until the excess is
                                    eliminated.

                                    Each distribution under this paragraph shall
                                    include the earnings or losses or increase
                                    or decrease in value attributable to the
                                    contributions distributed through the date
                                    of the distribution.

                           (iii)    Except as otherwise provided by Treasury
                                    Regulations, for each Plan Year in which the
                                    nondiscrimination test of subsection
                                    5.6(a)(ii) is relied upon to satisfy the
                                    requirements of Section 5.6, Company
                                    Matching Contributions and After-Tax
                                    Contributions must meet the
                                    nondiscrimination test set forth in
                                    subsection 6.4(a).

                           (iv)     The amount of any Company Matching
                                    Contributions which are forfeited under this
                                    Section 6.4 shall be considered a Forfeiture
                                    and used in accordance with Section 2.21.

                  (d) For purposes of applying the tests under Section 6.4(a)
         for any Plan Year beginning on or after January 1, 1997, the Benefits
         Oversight Committee may elect, by amending the Plan to provide that it
         has made such election, to use the average Actual


                                      -22-
<PAGE>

         Contribution Percentage of Employees (who are not Highly Compensated
         Employees) for the current Plan Year rather than use the average Actual
         Contribution Percentage of Employees (who are not Highly Compensated
         Employees) for the preceding Plan Year as is otherwise provided in
         Section 6.4(a). If such an election is made, it may not be changed
         except to the extent provided in applicable governmental regulations,
         rulings or announcements. In accordance with the preceding sentence,
         the Benefits Oversight Committee hereby elects to use the average
         Actual Contribution Percentage for Employees (who are not Highly
         Compensated Employees) for the current Plan Year in applying the tests
         under Section 6.4(a) for each Plan Year commencing on or after January
         1, 1997, and the Plan is hereby amended to so provide.

         Section 6.5 Multiple Use of Alternative Limitation. Notwithstanding any
provision in Articles 5 and 6 to the contrary, if the 1.25 factors referred to
in Sections 5.6 or 6.4 are both exceeded for a Plan Year, the leveling method of
corrections under Treasury Regulation Section 1.401(m)-1(e)(2) shall be
continued until the combined limitation set forth in Treasury Regulation Section
1.401(m)-2(b) is satisfied for such Plan Year.

                                    ARTICLE 7

                              PARTICIPANT ACCOUNTS

         Section 7.1 Establishment of Participant Accounts. The Benefits
Committee shall maintain, or cause to be maintained, for each Participant a
Company Matching Contribution Account, a Regular After-Tax Contribution Account
and/or a Regular Tax-Deferred Contribution Account, a Supplemental After-Tax
Contribution Account and/or a Supplemental Tax-Deferred Contribution Account,
and a TRASOP Account if the Participant also participated in the Oklahoma Gas
and Electric Company Employees' Stock Ownership Plan, and such Transfer Account
as may be required under the terms of Section 16.3.

         Section 7.2 Quarterly Statement of Account Balances. As soon as
practicable after the close of each calendar quarter, the Plan Administrator
shall prepare and deliver to each Participant a statement of the balances in
such person's Participant Accounts as of the close of such calendar quarter.

         Section 7.3 Nonforfeitability of Employee Contribution Accounts. The
entire interest of each Participant in his or her Regular After-Tax Contribution
Account, Regular Tax-Deferred Contribution Account, Supplemental After-Tax
Contribution Account and Supplemental Tax-Deferred Contribution Account, if any,
shall be at all times fully vested and nonforfeitable.

         Section 7.4 Compliance with USERRA. Notwithstanding any provision of
this Plan to the contrary, effective December 12, 1994, contributions, benefits
and service credit with respect to qualified military service will be provided
in accordance with Section 414(u) of the Internal Revenue Code.


                                      -23-
<PAGE>

                                    ARTICLE 8

                                INVESTMENT FUNDS

         Section 8.1 Establishment of Funds. The Benefits Committee shall cause
the Trustee to establish and maintain the Investment Funds offered under the
Plan. The Benefits Committee shall have the authority to add or delete funds as
it deems appropriate without amending this Plan document. As of the effective
date of this amendment and restatement the following funds are available under
the Plan:

                  (a) OGE Energy Corp. Common Stock Fund. Effective as of
         December 31, 1996, this investment is primarily in Company Stock, which
         stock shall be contributed by the Company or purchased: (i) from OGE
         Energy Corp., (ii) on the open market or (iii) by participation in a
         dividend reinvestment or similar plan available to OGE Energy Corp.'s
         shareholders in general. Prior to October 1, 1996, this investment was
         primarily in Oklahoma Gas and Electric Company Common Stock. A small
         portion of this fund may be invested in short-term investments for
         liquidity purposes to accommodate daily trading. Interests in this fund
         are expressed in terms of "units" and not in shares of stock to permit
         same day trading and valuations.

                  (b) Fidelity Managed Income Portfolio. This option seeks to
         preserve the amount invested and to earn a competitive level of income
         over time. The goal is to maintain a stable $1 share price, but the
         yield will fluctuate. This option purchases short- and long-term
         investment contracts that meet the credit quality standards of Fidelity
         Management Trust Company. An investment contract is an unsecured
         agreement where the purchaser agrees to pay for the life of the
         contract and repay the money when the contracts become due. The issuers
         of investment contracts may be insurance companies, banks or other
         approved financial institutions.

                  (c) Fidelity Asset Manager: Income. This fund seeks a high
         level of current income by maintaining a diversified portfolio of
         stocks, bonds and short-term, interest-bearing instruments. The fund
         emphasizes investments in bonds and other short-term instruments for
         income and price stability. The fund's "neutral mix" is 20 percent
         stocks, 50 percent bonds and 30 percent short-term instruments. This
         mix will vary as the fund manager gradually adjusts the fund's holdings
         - within defined ranges - based on the current outlook for different
         markets.

                  (d) Fidelity Asset Manager. This fund seeks high total return
         with moderate risk over the long term. The fund may invest in stocks,
         bonds and other short-term instruments, both in the U.S. and abroad.
         The fund's "neutral mix" is 50 percent stocks, 10 percent bonds and 20
         percent short-term instruments. This mix will vary as the fund manager
         gradually adjusts the fund's holdings - within defined ranges - based
         on the current outlook for different markets.

                  (e) Fidelity Asset Manager: Growth. This fund seeks to
         maximize total return over the long-term by investing in a more
         aggressive mix of stocks, bonds and other short-term securities. The
         fund may invest in both U.S. and foreign securities. The


                                      -24-
<PAGE>

         fund's "neutral mix" is 70 percent stocks, 25 percent bonds, and 5
         percent short-term instruments. This mix will vary as the fund manager
         gradually adjusts the fund's holdings - within defined ranges - based
         on the current outlook for different markets.

                  (f) Fidelity Growth and Income Portfolio. This fund seeks high
         total return though a combination of current income (such as through
         dividends) and capital appreciation (an increase in the value of the
         fund's shares). The fund expects to invest a majority of its assets in
         domestic and foreign equity securities, with a focus on those that pay
         current dividends and show potential earnings growth. However, the fund
         may buy securities that are not currently paying dividends, but offer
         prospects for either capital appreciation or future income.

                  (g) Fidelity Blue Chip Growth Fund. This fund seeks capital
         appreciation (an increase in the value of the fund's shares). The fund
         invests mainly in common stocks of well-known and established domestic
         and foreign companies. The fund normally invests at least 65% of its
         total assets in the common stock of "blue chip" companies, i.e., those
         with a market capitalization of at least $200 million, if included in
         the S&P 500 or the Dow Jones Industrial Average, or $1 billion if not
         included in either index.

                  (h) Fidelity Contrafund. This fund seeks capital appreciation
         (an increase in the value of the fund's shares). The fund invests
         mainly in equity securities of foreign and domestic companies that are
         undervalued or out of favor. The fund looks for companies that have at
         least one of the following characteristics: (i) the company is
         unpopular, but improvements seem possible due to developments such as a
         change in management, a new product line, or an improved balance sheet;
         (ii) the company has been popular recently, but is temporarily out of
         favor due to short-term or one-time factors; and/or (iii) the company
         is undervalued when compared to other companies in the same industry.

                  (i) Invesco Total Return. This fund seeks high total return
         through a combination of current income (such as through dividends) and
         capital appreciation (an increase in the value of the fund's shares).
         The fund typically invests 30% in stocks and 30% in fixed and variable
         income securities (bonds), with the remaining 40% spread out between
         stocks and bonds based on business, economic and market conditions. The
         fund may also invest in foreign securities.

                  (j) PBHG Growth. This fund seeks capital appreciation (an
         increase in the value of the fund's shares). The fund invests mainly in
         common stocks of small and medium-sized United States companies. The
         fund invests in many different kinds of companies and industries, but
         at times may be heavily concentrated in a relatively small number of
         industries. The fund invests in companies believed to have strong
         earnings potential and significant capital appreciation.

                  (k) INVESCO Dynamics Fund. This fund seeks capital
         appreciation over the long term through capital growth by investing
         primarily in domestic common stocks of companies traded on U.S.
         securities exchanges as well as on the over-the-counter (OTC) market.
         The fund also may invest in other types of securities, including
         preferred stocks




                                      -25-
<PAGE>

         and convertible securities, and short-term instruments. The fund may
         invest up to 25% of its assets in foreign securities, which involve
         greater risks. Share price and return will vary.

                  (l) Spartan Total Market Index Fund. This fund seeks to
         provide investment results that correspond to the total return of a
         broad range of domestic (U.S.) stocks. The fund invests at least 80
         percent of its assets in common stocks included in the Wilshire 5000.
         The fund's share price and return will fluctuate.

                  (m) Templeton Foreign I. This fund seeks capital appreciation
         (an increase in the value of the fund's shares). The fund invests
         mainly in stocks and debt securities of companies and governments of
         developed or developing countries outside the United States.

                  (n) PIMCO Total Return Fund Administrative Class. This fund
         seeks to provide high total return that exceeds general bond market
         indices. The fund invests mainly in bonds, including U.S. government,
         corporate, mortgage and foreign.

         Section 8.2 Investment in Funds. Each of the Investment Funds shall be
invested without distinction between principal and income within the investment
directive for that Fund. The OGE Energy Corp. Common Stock Fund shall be
administered on a unitized share accounting basis with segregation of units to
the individual Participant Accounts. Pending payment of costs, expenses or
anticipated benefits, or acquisition of permanent investments, the Trustee may
hold any portion of any of the Investment Funds in obligations issued or fully
guaranteed as to payment of principal or interest by the Federal government,
short-term demand notes, short-term commercial paper, collective trust funds
investing in short-term investments or in cash and may deposit any uninvested
funds with any bank selected by the Trustee.

         Section 8.3 Investment of Company Matching Contributions. All Company
Matching Contributions shall be invested at the time contributed to the Trust in
the OGE Energy Corp. Common Stock Fund. The TRASOP Account shall also be
invested in the OGE Energy Corp. Common Stock Fund. Prior to attaining age 55, a
Participant may not transfer amounts from his or her Company Matching
Contribution Account into any other Investment Fund. Upon attaining age 55, and
thereafter, a Participant may transfer amounts from his or her Company Matching
Contribution and TRASOP Accounts as provided in Section 8.5 and may request a
distribution from the TRASOP Account in accordance with Section 11.8.

         Section 8.4 Investment of Employee Contributions and Transfer Accounts.
Each Participant shall have the right to make an election directing that his or
her Employee Contributions and Transfer Account be invested in specified
multiples of one percent (1%) of each of such amounts up to one hundred percent
(100%) thereof, in any one or more of the Investment Funds. A Participant's
initial investment election shall be made as of his or her initial commencement
of participation in the Plan by making such election at the time of the
Participant's election to participate under Section 3.2. In the absence of an
effective election, one hundred percent (100%) of the Participant's Employee
Contributions and Transfer Account shall be invested in the Fidelity Managed
Income Portfolio.


                                      -26-
<PAGE>

         Section 8.5 Change in Participant's Investment Election. Each
Participant may elect to change the investment of future Employee Contributions
and any future transfers to his or her Transfer Account in any multiple of one
percent (1%) of each of such amounts effective as of any business day, by
providing the required information to the Trustee. Each Participant may also
elect to change the investment of the balances in his or her Tax-Deferred
Contribution Account, After-Tax Contribution Account, Transfer Account and,
after attaining age 55, the balance in his or her Company Matching Contribution
Account and TRASOP Account, in any multiple of one percent (1%) of such
balances, effective as of any business day, by submitting the required
information to the Trustee.

         Section 8.6 Participant Voting Rights. Each Participant shall be
entitled to direct the Trustee with respect to any shares of Company Stock in
the OGE Energy Corp. Common Stock Fund (including fractional shares) allocated
to his or her Accounts as to the manner in which such shares shall be voted and
as to the exercise of any other rights appertaining to such shares. In the
absence of Participant direction, the Trustee shall vote such allocated shares
of Company Stock in the same proportion as shares for which Participant
directions have been received. The Benefits Committee shall cause all
information provided to shareholders of Company Stock to be concurrently
provided to all such Participants.

                                    ARTICLE 9

                           VALUATIONS AND ADJUSTMENTS

         Section 9.1 Computation of Fair Market Value of Funds. The Trustee
shall make a valuation of the net assets of the Funds based on the fair market
values of the Fund's assets as of each Valuation Date.

         Section 9.2 Method of Adjustment. The Trustee shall determine the fair
market value of the Trust based on the fair market value of each individual
share or unit held in the Trust on each Valuation Date; except if an investment
fund is closed for trading on any Valuation Date that the Trustee deems
necessary. Each distribution, withdrawal or loan shall be charged to the proper
Accounts on the Valuation Date as of which such distribution or withdrawal is
processed. Each contribution made by or on behalf of a Participant shall be
credited to the proper Accounts on the Valuation Date as of which such
contribution is made. The Trustee's determination of the net value of the Plan
assets, and of the charges or credits to Participant Accounts, shall be
conclusive and binding on all parties under the Plan.

         Section 9.3 Allocation of Dividends in the OGE Energy Corp. Common
Stock Fund. Any dividends received on shares of Company Stock held in the OGE
Energy Corp. Common Stock Fund which are not distributed in accordance with
Section 11.5 shall be used by the Trustee to purchase additional shares of
Company Stock. All shares of Company Stock obtained with such dividends shall be
added to the OGE Energy Corp. Common Stock Fund and allocated to the Accounts of
the Participants to which they relate in the form of additional units.

         Section 9.4 Allocation of Company Matching Contributions. For the
purposes of allocating the Company Matching Contribution for each month, the
Company Matching Contribution Account of each Participant shall be credited with
the number of units of the OGE


                                      -27-
<PAGE>

Energy Corp. Common Stock Fund equal to the amount calculated in accordance with
Section 4.1.

                                   ARTICLE 10

                          DISTRIBUTIONS AND WITHDRAWALS

         Section 10.1 Distributions after a Severance Date. Each Participant who
incurs a Severance Date shall be entitled to a distribution of that portion (or
all) of his or her Accounts determined in accordance with Section 10.2 or 10.3,
whichever is applicable, payable in accordance with the provisions of Article 11
hereof.

         Section 10.2 Termination by Reason of Death, Permanent Disability or
Retirement. If a Participant's service is terminated by reason of Permanent
Disability or death or after he or she becomes eligible for normal or early
retirement under the terms of the OGE Energy Corp. Employees' Retirement Plan,
such Participant (or his or her Beneficiary) shall be entitled to a distribution
of the entire balance in his or her Accounts.

         Section 10.3 Termination by Resignation, Release or Discharge. If a
Participant's service is terminated for a reason other than death or Permanent
Disability and before he or she becomes eligible for Normal or Early Retirement
under the terms of the OGE Energy Corp. Employees' Retirement Plan, such
Participant shall be entitled to a distribution of the entire balance in his or
her Employee Contribution Accounts, TRASOP Account, and Transfer Account and, to
the extent the Participant is vested, the vested balance in his or her Company
Matching Contribution Account. If the Participant elects to receive a
distribution pursuant to this paragraph, the unvested portion of that
Participant's Company Matching Contribution Account will be treated as a
Forfeiture as of the last day of the Plan Year in which the Participant receives
his or her distribution. If the Participant elects to have distributed less than
the entire vested portion of his or her Company Matching Contribution Account,
the portion of the unvested amounts that will be treated as a Forfeiture is the
total unvested portion multiplied by a fraction, the numerator of which is the
amount of the distribution attributable to the Company Matching Contribution
Account and the denominator of which is the total value of the vested Company
Matching Contribution Account. The remaining unvested amounts in the
Participant's Company Matching Contribution Account and the vested portion of
the Participant's accounts which remain within the Plan shall continue to accrue
earnings under the regular terms of the Plan, except as provided in subsection
3.7(a) of the Plan.

         If the value of the vested portion of a Participant's Company Matching
Contribution Account is zero, the Participant shall be deemed to have received a
distribution of such vested account balance.

         If a Participant terminates employment and the value of the vested
portion of the Participant's Accounts is greater than $5,000, but the
Participant elects not to receive a distribution of his or her vested account
balances, the unvested portion of his or her Company Matching Contribution
Account and the vested portion of the accounts which remain within the Plan
shall continue to accrue earnings under the regular terms of the Plan, except as
provided in subsection 3.7(a) of the Plan.


                                      -28-
<PAGE>

         If a Participant terminates employment and the value of the vested
portion of the Participant's Accounts does not exceed $5,000 in the aggregate,
and the Participant receives a distribution pursuant to the second sentence of
Section 11.1 of the Plan, the unvested portion of such Participant's Matching
Company Contribution Account shall be treated as a Forfeiture as of the last day
of the Plan Year in which the Participant receives his or her distribution.

         A Participant's vested balance in his or her Company Matching
Contribution Account as of any Valuation Date shall be determined as follows:

                  (a) An amount equal to:

                           (i)      The sum of:

                                    (1)      the entire balance in the
                                             Participant's Company Matching
                                             Contribution Account as of such
                                             Valuation Date; and

                                    (2)      the total debits against the
                                             Participant's Company Matching
                                             Contribution Account as of such
                                             Valuation Date attributable to
                                             in-service withdrawals under
                                             Section 10.4 hereof and prior
                                             distributions under this Section
                                             10.3 which were made before a
                                             One-Year Period of Severance, if
                                             any;

                                             multiplied by

                           (ii)     The Participant's Vesting Percentage as
                                    specified in the schedule below, determined
                                    as of such Valuation Date;

                                             less

                           (iii)    The total debits against the Participant's
                                    Company Matching Contribution Account as of
                                    such Valuation Date attributable to
                                    in-service withdrawals under Section 10.4
                                    hereof and prior distributions under this
                                    Section 10.3 which were made before a
                                    One-Year Period of Severance, if any.

                                Vesting Schedule

<Table>
<Caption>
         Full Years of Vesting Service                Vesting Percentage
         -----------------------------                ------------------
<S>                                                   <C>
               Less than 3 years                              0%
                       3                                     30%
                       4                                     40%
                       5                                     60%
                       6                                     80%
                       7                                    100%
</Table>

provided, however, that if the Participant is employed by the Company when he or
she attains age 65 or after he or she becomes eligible for Normal or Early
Retirement under the terms of the


                                      -29-
<PAGE>

Oklahoma Gas and Electric Company Employees' Retirement Plan, his or her Vesting
Percentage shall be one hundred percent (100%).

         Any amount in a Participant's Company Matching Contribution Account
which is not distributable as set forth above shall be a Forfeiture and shall,
together with other Forfeitures arising during the same Plan Year, be applied to
reduce future Company Matching Contributions. A record of the total debits
against the Participant's Company Matching Contribution Account for
distributions from such Account pursuant to this Section 10.3 shall be
maintained for the purposes of determining the Participant's vested balance in
such Account prior to the expiration of a five-year Period of Severance.

         For purposes of the above vesting schedule, the Participant's Years of
Vesting Service in the Plan shall mean his or her Years of Service with the
Company commencing on or after January 1, 1982; provided, however, that any
Participant whose Employment Commencement Date was prior to January 1, 1982, who
was employed by the Company on January 1, 1982, and who elected to participate
in the Plan on or before July 1, 1982 or when he or she was first eligible to
become a Participant (whichever is later), shall be entitled, upon completion of
three full Years of Vesting Service in the Plan, to have his or her Years of
Service with the Company which are prior to the date on which he or she was
first eligible to participate in the Plan included as Years of Vesting Service.
Notwithstanding the foregoing, for Employees of Enogex Inc., Enogex Products
Corporation and their subsidiaries who became employees of the Company on
September 30, 1986, who did not elect to participate in the Plan when first
eligible or who did elect to participate in the Plan when first eligible and who
have not completed three full Years of Vesting Service in the Plan, only Years
of Service commencing on or after September 30, 1986 shall be included in
determining a Participant's Years of Vesting Service. Also, and notwithstanding
the foregoing, Employees of Enogex Inc., Enogex Products Corporation and their
subsidiaries, who were employed by the Company on September 30, 1986 and elected
to participate in the Plan when first eligible, shall be entitled, upon
completion of three full Years of Vesting Service, to have all service with
Mustang Fuel Corporation and Mustang Gas Products Company prior to September 30,
1986 treated as Years of Service for the Company in determining Years of Vesting
Service.

         Notwithstanding the foregoing, for purposes of determining
Participants' Years of Vesting Service under this Section 10.3:

                  (1) Employees who became Employees of the Company on September
         1, 1994, upon the acquisition of Clinton Gas Company by Enogex, Inc.
         and who did not elect to participate in the Plan when first eligible or
         who did elect to participate in the Plan when first eligible and who
         have not completed three full Years of Vesting Service in the Plan
         shall only include their Years of Service commencing on or after
         September 1, 1994 in determining their Years of Vesting Service. Also,
         and notwithstanding the foregoing, Employees who became Employees of
         the Company on September 1, 1994, upon the acquisition of Clinton Gas
         Company by Enogex, Inc., and who were employed by the Company on
         September 1, 1994 and elected to participate in the Plan when first
         eligible, shall be entitled, upon completion of three full Years of
         Vesting Service, to have all service with Clinton Gas Company prior to
         September 1, 1994 treated as Years of Service for the Company in
         determining Years of Vesting Service.


                                      -30-
<PAGE>

                  (2) Employees who became Employees of the Company on August 1,
         1998, by reason of the Ozark Purchase who have not completed three full
         Years of Vesting Service in the Plan shall only include their Years of
         Service commencing on or after August 1, 1998 in determining their
         Years of Vesting Service. Also, and notwithstanding the foregoing,
         Employees who became Employees of the Company on August 1, 1998, by
         reason of the Ozark Purchase shall be entitled, upon completion of
         three full Years of Vesting Service, to have all service with Ozark
         Pipeline, Inc. and its affiliates prior to August 1, 1998 treated as
         Years of Service for the Company in determining Years of Vesting
         Service.

                  (3) Effective July 1, 1999, Employees who became Employees of
         the Company on July 1, 1999, by reason of the acquisition of Tejas Gas
         LLC by Enogex, Inc. shall have their years of service for Tejas Gas LLC
         treated in the same manner as though such years of service had been
         accrued with the Company in determining Years of Vesting Service.

         Notwithstanding the foregoing, with respect to any Participant who
completes an Hour of Service in any Plan Year beginning on or after January 1,
2002, the vested balance in the Company Matching Contribution Account of such
Participant on or after January 1, 2002 will be determined based on the
Participant's Vesting Percentage as specified in the Vesting Schedule below
instead of under the Vesting Schedule provided above:

                                Vesting Schedule

<Table>
<Caption>
            Full Years of Vesting Service                                    Vesting Percentage
            -----------------------------                                    ------------------
<S>                                                                          <C>
                  Less than 2 years                                                  0%
                          2                                                         20%
                          3                                                         40%
                          4                                                         60%
                          5                                                         80%
                          6                                                        100%
</Table>

         Section 10.4 In-Service Withdrawals. In addition to the withdrawals
permitted under Section 11.8 (related to distributions from TRASOP Accounts),
prior to the termination of his or her employment with the Company, a
Participant may withdraw, for any reason, as of any Valuation Date, such part or
all of the balance in his or her After-Tax Contribution Account as described in
subsections (a), (b), (c), (d), (e), (f) and (g) of this Section 10.4; such part
or all of the vested balance in his or her Company Matching Contribution Account
as described in subsection (h) of this Section 10.4; such part or all of the
balance in his or her Employee Tax-Deferred Contribution Account as described in
subsections (i), (j), (k), (l), (m) and (n) of this Section 10.4; and such part
or all of the balance in his or her OGE DB Rollover Account as described in
subsection (o) of this Section 10.4.

         Any withdrawal under this Section 10.4 may be made by submitting the
required information to the Trustee. All withdrawals shall be made pro rata from
the Funds in which the Participant's Accounts to which the withdrawal relates
are invested. All withdrawals must be for at least $300 or one hundred percent
(l00%) of the Participant's After-Tax Contribution Account


                                      -31-
<PAGE>

balance, whichever is less. A Participant may make only one withdrawal pursuant
to this Section 10.4 in any Plan Year, without regard to whether the withdrawal
has been requested as a result of the Participant's hardship. All such
withdrawals shall be made in cash. Notwithstanding the foregoing, the balance of
a Participant's Tejas Gas After-Tax Transfer Account may be withdrawn on an
unlimited basis.

         Withdrawals shall be deemed made in the following order:

                  (a) The amount, if any, in the Participant's Tejas Gas
         After-Tax Transfer Account;

                  (b) The amount of any contributions made to the Participant's
         Supplemental After-Tax Contribution Account before 1987;

                  (c) The amount of any contributions made to the Participant's
         Regular After-Tax Contribution Account before 1987;

                  (d) The amount of any increment in value in the Participant's
         Supplemental After-Tax Contribution Account attributable to
         contributions made before 1987;

                  (e) The amount of any increment in value in the Participant's
         Regular After-Tax Contribution Account attributable to contributions
         made before 1987;

                  (f) The balance in the Participant's Supplemental After-Tax
         Contribution Account attributable to contributions made after 1986 and
         earnings accrued thereon;

                  (g) The balance in the Participant's Regular After-Tax
         Contribution Account attributable to contributions made after 1986 and
         earnings accrued thereon;

                  (h) The vested balance in the Participant's Company Matching
         Contribution Account;

                  (i) The amount of any increment in value credited to the
         Participant's Supplemental Tax-Deferred Contribution Account as of
         December 31, 1988;

                  (j) The amount of any increment in value credited to the
         Participant's Regular Tax-Deferred Contribution Account as of December
         31, 1988;

                  (k) The amount of contributions made to the Participant's
         Supplemental Tax-Deferred Contribution Account;

                  (l) The amount of contributions made to the Participant's
         Regular Tax-Deferred Contribution Account;

                  (m) The amount of any increment in value credited to the
         Participant's Supplemental Tax-Deferred Contribution Account after
         December 31, 1988;


                                      -32-
<PAGE>

                  (n) The amount of any increment in value credited to the
         Participant's Regular Tax-Deferred Contribution Account after December
         31, 1988; and

                  (o) The amount, if any, in the Participant's OGE DB Rollover
         Account;

provided, however, that the Participant shall be permitted to withdraw such
amounts pursuant to subsections 10.4 (i), (j), (k), (l) or (o) only as the
Benefits Committee shall authorize upon satisfactory proof provided to the
Benefits Committee that (i) a hardship exists, which hardship shall be limited
to the Participant's immediate and heavy financial need, and (ii) such
withdrawal is necessary to satisfy such immediate and heavy financial need. The
determination of the existence of an immediate and heavy financial need and of
the amount necessary to meet that need shall be made by the Benefits Committee
in a nondiscriminatory manner. A distribution will be deemed to be made on
account of an immediate and heavy financial need of the Participant if the
Participant provides evidence satisfactory to the Benefits Committee that the
distribution is on account of:

                  (1) Medical expenses described in Section 213(d) of the Code
         incurred by the Participant, the Participant's spouse or any dependent
         of the Participant (as defined in Section 152 of the Code);

                  (2) Purchase (excluding mortgage payments) of a principal
         residence for the Participant;

                  (3) Payment of tuition, related education fees, and room and
         board for the next 12 months of post-secondary education for the
         Participant, his or her spouse, children or dependents; or

                  (4) The need to prevent the eviction of the Participant from
         his or her principal residence or foreclosure on the mortgage of the
         Participant's principal residence.

         A withdrawal shall be necessary to satisfy a Participant's immediate
and heavy financial need only if:

                  (A)      All of the following requirements are met:

                           (i)      the amount of the withdrawal is not in
                                    excess of the amount of the immediate and
                                    heavy financial need;

                           (ii)     the Participant has obtained all
                                    distributions, other than hardship
                                    distributions, and all nontaxable loans
                                    available at the time of the requested
                                    withdrawal under all plans maintained by the
                                    Company;

                           (iii)    the Employee Contributions of any
                                    Participant who makes a hardship withdrawal
                                    under subsections 10.4(i), (j), (k) or (l)
                                    shall be suspended until the first day of
                                    the first Payroll Period beginning after the
                                    end of the twelve-month period beginning on
                                    the date of receipt of the withdrawal; and


                                      -33-
<PAGE>

                           (iv)     a Participant may not make Tax-Deferred
                                    Contributions during the calendar year
                                    immediately following the calendar year of
                                    the hardship withdrawal in excess of the
                                    applicable dollar limit under Section 5.5
                                    for such next calendar year less the amount
                                    of such Participant's Tax-Deferred
                                    Contributions for the calendar year of the
                                    hardship withdrawal; or

                  (B) All of the requirements of any additional method
         prescribed by the Commissioner of Internal Revenue under which
         distributions will be deemed necessary to satisfy an immediate and
         heavy financial need are met.

         Notwithstanding the foregoing provisions of subsection (A)(iii), a
Participant who makes a withdrawal described in subsection 10.4(i), (j), (k) or
(l) after December 31, 2001, shall be suspended from making further Employee
Contributions to the Plan until the first day of the Payroll Period beginning
after the end of the six-month period beginning on the date of receipt of the
withdrawal.

         A Participant who has attained age 59 1/2 shall not be required to
provide evidence of a hardship to qualify for a withdrawal from his or her
Tax-Deferred Contribution Account. Notwithstanding any other provision in this
Section 10.4, a Participant described in the preceding sentence shall be
permitted to withdraw all or any portion of his or her Tax-Deferred
Contributions and the income allocable thereto pursuant to subsections 10.4(m)
and (n).

         Upon making a withdrawal described in subsection 10.4(h) above, the
Participant shall be suspended from making further Employee Contributions to the
Plan for a period of twelve months following such withdrawal.

         A record of the total debits against the Participant's Company Matching
Contribution Account for withdrawals from such Account shall be maintained for
the purposes of determining his or her vested balance in his or her Company
Matching Contribution Account upon a Severance Date under the provisions of
Section 10.3.

         Section 10.5 Indebtedness to Trust. If a Participant is in default or
indebted to the Trust, the amount of such default or indebtedness shall be
deducted from any amounts payable to him or her or to his or her Beneficiary
under this Article 10 and shall be paid to the Trust.

         Section 10.6 Loans to Participants. Upon the application of any
Participant, a loan or loans from the Participant's Accounts to such Participant
may be granted in accordance with rules established by the Benefits Committee
and upon the following specific conditions:

                  (a) The loan is one which is not made available to
         highly-compensated Participants in an amount greater in proportion to
         the size of such Participants' Accounts than that available to other
         Participants;

                  (b) No Participant may have more than two loans outstanding at
         any time;

                  (c) The loan shall bear reasonable interest consistent with
         its nature as a prudent investment of the Trust. At the time any loan
         is approved, the Benefits


                                      -34-
<PAGE>

         Committee shall establish a reasonable interest rate thereon, taking
         into account such factors as (i) the amount of the requested loan, (ii)
         the term during which the requested loan would be outstanding, and
         (iii) the security held under the requested loan;

                  (d) The loan shall be adequately secured by assignment of a
         portion of the Participant's Accounts in an amount equal to the
         principal amount of the loan. In the event that a Participant shall
         default upon his or her obligation to repay amounts loaned to him, the
         Trustee may offset amounts owed by such Participant against benefits
         owed to him or her hereunder without being in violation of Section
         14.1. To the extent the loan is secured by a Transfer Account which is
         subject to Article 17, such loan may not be made without the prior
         written consent of the Participant's spouse;

                  (e) The maximum amount which may be loaned hereunder to any
         Participant will be established by the Benefits Committee and, whether
         by one or more loans, shall not exceed the lesser of (i) $50,000,
         reduced by the excess (if any) of the highest outstanding balance of
         all loans to the Participant from all tax-qualified plans of the
         Company during the one-year period ending on the day before the date on
         which such loan is made, over the outstanding balance of all loans to
         the Participant from all tax-qualified plans of the Company on the date
         on which such loan is made, or (ii) fifty percent (50%) of the vested
         balance of the Participant's Accounts;

                  (f) Every Participant applying for a loan hereunder shall
         state on the application the reason for seeking the loan and the uses
         to which the loan proceeds will be put. Refusal of the Benefits
         Committee to grant any loan shall not preclude future applications by
         the same Participant, and application for or acceptance of a loan
         hereunder shall not of itself be construed to constitute termination of
         participation in or waiver of any rights under the Plan;

                  (g) All loans granted under the Plan shall be repaid pursuant
         to a written repayment schedule and evidenced by a written promissory
         note payable to the Trustee. In no event shall loans be extended for a
         period in excess of five years. If and as long as the Participant is an
         active employee of the Company, the loan shall be repaid by regular
         payroll deductions effective as of the first Payroll Period beginning
         after the date the Participant receives the loan amount. If the
         Participant is not an active employee or is not otherwise receiving
         regular paychecks from the Company, then such Participant shall make
         payments on the loan by making or delivering checks to the Company
         pursuant to the written repayment schedule. In no event shall principal
         and interest payments by Participant-debtors be less frequent than
         quarterly on a level amortization basis. In the event of a default in
         payment of either principal or interest which is due under the terms of
         any loan, the Trustee may declare the full amount of the loan due and
         payable and may take whatever action that may be lawful to remedy the
         default.

                  (h) A separate segregated account shall be established for
         each Participant who is granted a loan. The segregated account will be
         credited with the amount of the loan from the Participant's Accounts
         and such credits shall represent charges against such Accounts. The
         amount of the loan shall be charged to a Participant's Accounts in the
         following order: (i) Regular Tax-Deferred Contributions; (ii)
         Supplemental


                                      -35-
<PAGE>

         Tax-Deferred Contributions; (iii) the amount of any increment in value
         attributable to Regular Tax-Deferred Contributions; (iv) the amount of
         any increment in value attributable to Supplemental Tax-Deferred
         Contributions; (v) the vested balance in his or her Company Matching
         Contribution Account; (vi) Regular After-Tax Contributions made after
         1986 and the earnings (or losses) accrued thereon; (vii) Supplemental
         After-Tax Contributions made after 1986 and the earnings (or losses)
         accrued thereon; (viii) Tejas Gas After-Tax Transfer Account; (ix) the
         amount of any increment in value in his or her Regular After-Tax
         Contribution Account attributable to contributions made before 1987;
         (x) the amount of any increment in value in his or her Supplemental
         After-Tax Contribution Account attributable to contributions made
         before 1987; (xi) the amount of Regular After-Tax Contributions made
         before 1987; (xii) the amount of Supplemental After-Tax Contributions
         made before 1987; and (xiii) the balance in his or her Transfer
         Account, if any. A Participant may not borrow from the balance of his
         or her TRASOP Account, if any.

                  The portion of the loan withdrawn from an Account shall be
         charged on a pro rata basis against the Investment Fund or Funds in
         which the Account is invested. Segregated accounts shall not share in
         the dividends, earnings, losses and gains of the Trust under Sections
         9.3 and 9.4, but rather will be credited with amounts of the interest
         payments made pursuant to the loan agreement and promissory note.
         Similarly, the dividends, earnings, gains and losses of the Trust that
         are allocated under Sections 9.3 and 9.4 shall not include the interest
         payments. Each payment of principal on the loan will be credited to the
         Participant's Accounts in the reverse order that the loaned amount was
         charged to such Accounts and will be invested in the same percentages
         as the Accounts are invested at such time or, if there is no current
         balance in such Accounts, in the percentages which the Accounts were
         invested prior to the loan. Each payment of interest will be credited
         to the Participant's Accounts in the same proportions as the loaned
         amounts were charged to the Accounts and will be invested in the same
         manner as the principal payments.

                  (i) Loan payments will be suspended under this Plan as
         permitted under Section 414(u)(4) of the Code.

                                   ARTICLE 11

                            DISTRIBUTION OF BENEFITS

         Section 11.1 Distribution of Benefits Upon Termination of Employment.
Upon termination of employment (other than by reason of death) a Participant may
request either that the vested balance of his or her Accounts be distributed to
him or her following his or her termination of employment or that distribution
be deferred until a later date; provided, however, that distributions must
commence no later than the Required Beginning Date. Notwithstanding the
preceding sentence, if the vested balance in the Participant's Accounts does not
exceed $5,000 in the aggregate, the Trustee shall distribute the benefit in one
lump sum payment as soon as is administratively practicable after the
Participant's termination of employment without the Participant's consent.
Unless the Participant elects otherwise, distributions to a Participant shall
commence no later than 60 days after the close of the Plan Year in which the
latest of the


                                      -36-
<PAGE>

following occurs: the Participant attains age 65, the Participant terminates his
service with the Employer, or the tenth anniversary of the date the Participant
began participation in the Plan.

         Section 11.2 Manner of Distribution. Subject to the provisions of
Sections 11.1 and 11.8, a Participant may elect to receive his or her
distribution in the form of a lump sum or in the form of installments, or in any
combination thereof as follows:

                  (a) Lump-sum distributions. A Participant may request that his
         or her Accounts be distributed in whole or in part in a lump sum as of
         any business day. The Participant may specify the Accounts from which
         any partial lump-sum distribution shall be made.

                  (b) Installment distributions. A Participant may request
         distribution of his or her Accounts by installment payments that shall:

                           (i)      Begin as soon as practicable after the
                                    Trustee receives the Participant's request;

                           (ii)     Be substantially equal in amount; and

                           (iii)    Be made at regular intervals, not less
                                    frequently than annually, over a definite
                                    period, which may be for any period elected
                                    by the Participant not to exceed the joint
                                    life expectancy of the Participant and his
                                    designated Beneficiary.

                  The Participant's election under subsection (a) or (b) above
         shall be made.

         Section 11.3 Required Beginning Date. Distributions must be made, or
begin, as of a Participant's "required beginning date." The required beginning
date of any Participant who is a Five-Percent Owner and any other Participant
who attains age 70 1/2 before January 1, 1999 will be April 1st of the calendar
year following the calendar year in which he or she attains age 70 1/2. All
other Participants must begin receiving distributions as of April 1 of the
calendar year following the later of either (i) the calendar year in which the
Participant reaches age 70 1/2 or (ii) the calendar year in which the
Participant retires.

         Section 11.4 Form of Distribution. Distributions, other than dividend
distributions, may be made in cash or in kind, or partly in cash and partly in
kind, as the Participant may elect. Such election shall include the opportunity
to request that distribution of such Participant's interest in the OGE Energy
Corp. Common Stock Fund shall be made in kind in full shares of Company Stock
with fractions of a share being paid in cash. Company Stock and other property
so distributed shall be valued at its fair market value on the Valuation Date as
of which the benefit is determined. Distributions from a Participant's TRASOP
Account shall be made in cash or in kind in full shares of Company Stock with
fractional shares paid in cash.

         Section 11.5 Dividend Distributions. All dividends on shares of Company
Stock which are allocated to a Participant's Accounts under the Plan shall be
paid in cash to such Participants based on the number of shares allocated to
each such person as of the ex-dividend date for such dividend. Such cash
distributions of dividends shall be made to Participants on a periodic basis


                                      -37-
<PAGE>

as established by the Benefits Committee but in no event later than 90 days
after the end of the Plan Year in which the dividends are paid to the Plan by
the Company. Cash dividends under this Section 11.5 shall be paid according to
such procedures as the Benefits Committee establishes.

         Dividends shall be distributed to a Participant automatically unless
the Participant affirmatively elects to have all or part of such dividends,
excluding dividends paid from the TRASOP Account, remain in the Plan. Such
election shall remain in effect until a new election is made.

         Section 11.6 Distribution of Benefits upon Death of Participant. Death
benefits shall be paid under the Plan as follows:

                  (a) Death before Commencement of Benefits. In the event that a
         Participant dies prior to the commencement of distribution of his or
         her Accounts hereunder, then the Participant's entire balance in his or
         her Accounts shall be distributed within five years after the date of
         the Participant's death in such manner as the Participant designates in
         the Beneficiary designation form under Section 3.8 or, in the absence
         of such a designation, in the manner provided in Section 11.2 and
         Appendix A, if applicable, as the Beneficiary shall direct; provided,
         however, that if the balance in the Participant's Accounts does not
         exceed $5,000 in the aggregate, the Trustee shall distribute such
         benefit in a lump-sum distribution following the Participant's death.

                  (b) Death after Commencement of Benefits. In the event that a
         Participant dies after the commencement of distribution of his or her
         Accounts over a period certain as provided in Section 11.2(b),
         distribution shall continue to the Participant's Beneficiary as
         provided under the terms of the installment distribution; provided,
         however, that the Beneficiary may accelerate payments as provided in
         Section 11.2(a).

                  (c) Compliance with Regulations. With respect to distributions
         under the Plan made for calendar years beginning on or after January 1,
         2002, the Plan will apply the minimum distribution requirements of
         section 401(a)(9) of the Internal Revenue Code in accordance with the
         regulations under section 401(a)(9) that were proposed on January 17,
         2001, notwithstanding any provision of the Plan to the contrary. This
         amendment shall continue in effect until the end of the last calendar
         year beginning before the effective date of final regulations under
         section 401(a)(9) or such other date as may be specified in guidance
         published by the Internal Revenue Code.

         Section 11.7 Distribution to Alternate Payees. Payment of benefits
assigned to an alternate payee may be made in a lump-sum payment as soon as
practicable after the Valuation Date coincident with or next following the date
the Plan Administrator determines that the domestic relations order satisfies
the requirements of Code Section 414(p). The alternate payee must request
payment from the Trustee. An alternate payee shall be permitted to designate a
Beneficiary pursuant to the provisions of Section 3.8, except that a married
alternate payee shall not be subject to the requirement that his or her sole
primary Beneficiary be his or her spouse.


                                      -38-
<PAGE>

         Section 11.8 Distributions from TRASOP Account. Each Participant shall
have a fully vested and nonforfeitable right to his or her TRASOP Account. In
addition to the distribution rules otherwise specified in this Article 11,
distributions from the TRASOP Account may be made according to the following
rules:

                  (a) With respect to any Participant who has not experienced a
         Severance Date as of the first day of the 85th month after which a
         Company contribution was allocated to his TRASOP Account, the Company
         Stock attributable to that particular contribution plus the dividends
         on such Company Stock not previously paid to such Participant in cash
         under Section 11.5 shall be distributed to the Participant as of the
         last business day of any calendar quarter thereafter, provided that he
         or she files a request to that effect in accordance with such
         procedures as the Benefits Committee may establish.

                  (b) If a Participant attains age 55 and has 10 years of
         participation in the Plan (a "Qualified Participant"), the Participant
         shall be eligible for a distribution of the balance of the value (as of
         the last day of the most recent Plan Year) of at least 25% of the
         number of shares of Company Stock credited to his or her TRASOP Account
         during the 90-day period following the end of each of the first five
         Plan Years of the Participant's Qualified Election Period, and of at
         least 50% of the number of shares of Company Stock credited to his
         TRASOP Account during the 90-day period following the end of the last
         Plan Year of the Participant's Qualified Election Period. For purposes
         of this Section, the Qualified Election Period is the six Plan Year
         period beginning with the Plan Year during which the Participant first
         becomes a Qualified Participant. The 25% and 50% figures in this
         Section shall be reduced by any portion of the Participant's TRASOP
         Account that was previously received pursuant to an election under this
         Section.

         Section 11.9 Eligible Rollover Distributions. A Participant or other
"distributee" who is entitled to receive an "eligible rollover distribution,"
notwithstanding any provision of the Plan to the contrary that would otherwise
limit the distributee's election under this Section 11.9, may elect, at the time
and in the manner prescribed by the Plan Administrator, to have all or a portion
of an eligible rollover distribution paid directly to an "eligible retirement
plan" provided that such eligible retirement plan provides for the acceptance of
direct rollovers. For purposes of this Section 11.9, an "eligible rollover
distribution" is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: (i) any distribution that is one of a series of substantially equal
periodic payments made not less frequently than annually for the life (or life
expectancy) of the distributee or the joint lives (or life expectancies) of the
distributee and his or her Beneficiary, or for a specified period of ten years
or more; (ii) any distribution to the extent such distribution is required under
Code Section 401(a)(9); (iii) the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to the employer securities); and (iv) any
hardship withdrawal within the meaning of Code Section 401(k)(2)(B)(i)(IV).
Effective as of January 1, 2002, a portion of a distribution shall not fail to
be an "eligible rollover distribution" merely because the portion consists of
after-tax employee contributions which are not includible in gross income; and
any amount that is distributed on account of hardship shall not be an "eligible
rollover distribution" and the distributee may not elect to have any portion of
such a distribution paid directly to an eligible retirement plan.


                                      -39-
<PAGE>

However, such portion may be paid only to an individual retirement account or
annuity described in Section 408(a) or (b) of the Code, or to a qualified
defined contribution plan described in Section 401(a) or 403(a) of the Code that
agrees to separately account for amounts so transferred, including separately
accounting for the portion of such distribution which is includable in gross
income and the portion of such distribution which is not so includable.

         An "eligible retirement plan" is an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401(a), that accepts the distributee's
eligible rollover distribution. For purposes of this Section 11.9, a
"distributee" includes any Participant, a surviving spouse, and a spouse or
former spouse who is an alternate payee under a qualified domestic relations
order, as defined in Code Section 414(p). Effective as of January 1, 2002, an
"eligible retirement plan" shall also mean an annuity contract described in
Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
Plan. The definition of eligible retirement plan shall also apply in the case of
a distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relation order, as defined in Section
414(p) of the Code, except that with respect to any eligible rollover
distribution to the surviving spouse that occurs before January 1, 2002, an
"eligible retirement plan" shall mean only an individual retirement account or
individual retirement annuity.

                                   ARTICLE 12

                          THE RETIREMENT SAVINGS TRUST

         Section 12.1 Establishment of Trust. All of the funds of the Plan shall
be held as a separate trust or trusts comprised of the Investment Funds and such
other funds and accounts as shall be appropriate, to be held, invested and
distributed in accordance with provisions of the Plan in providing benefits to
Participants in the Plan and their Beneficiaries.

         Section 12.2 Appointment of Trustee. The Trust or Trusts shall be held
by such Trustee or Trustees as may be appointed by the Board of Directors from
time to time, under a trust instrument or instruments which shall be approved by
the Board of Directors and shall constitute part of the Plan.

                                   ARTICLE 13

                                 ADMINISTRATION

         Section 13.1 Allocation of Responsibilities Among Fiduciaries. The
Fiduciaries shall have only those specific powers, duties, responsibilities and
obligations as are specifically allocated to them under the Plan and Trust. In
general, the Board of Directors shall have the sole responsibility to appoint
and remove the Trustee or Trustees and members of the Benefits Oversight
Committee; the authority to amend the Plan, in whole or in part, when such
amendment or group of related amendments would result in an estimated annual
cost to the Plan


                                      -40-
<PAGE>

of 25% or more of the annual cost of Company Contributions (excluding Employee
Contributions) under the Plan; and the authority to terminate, in whole or in
part, the Plan and Trust. The Benefits Oversight Committee shall have the
responsibilities described in Section 13.3(a). The Benefits Committee shall have
the responsibilities described in Section 13.3(b). The Plan Administrator shall
have the duties described in Section 13.2. The Trustee shall have the sole
responsibility for the administration of the Trust and the management of the
assets under the Trust, all as specifically provided in the Trust and subject to
the investment policy adopted by the Benefits Oversight Committee. The Trustee
will be responsible only for the assets of the Trust which it manages. If an
investment manager is appointed, the investment manager will have sole
responsibility for the management of the assets of the Trust specifically
allocated to it. Each Fiduciary warrants that any directions given, information
furnished or action taken by it shall be in accordance with the provisions of
the Plan and Trust, as the case may be, authorizing or providing for such
direction, information or action. Furthermore, each Fiduciary may rely upon any
such direction, information or action of another Fiduciary as being proper under
the Plan and Trust, and is not required under the Plan or Trust to inquire into
the propriety of any such direction, information or action except that each
Fiduciary shall not be relieved from liability for a breach of fiduciary
responsibility by a co-Fiduciary under Section 405(a) of Title I of ERISA. It is
intended under the Plan and Trust that each Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and obligations
under the Plan. The Benefits Oversight Committee, the Benefits Committee and the
Plan Administrator may delegate their powers, duties, responsibilities and
obligations to any other individual or entity, provided that to be effective,
such delegation shall be agreed to in a written document signed by the parties
involved.

         Section 13.2 Plan Administrator. A Plan Administrator shall be
appointed by the Benefits Committee to serve at the Benefits Committee's
discretion. The Plan Administrator shall exercise such authority and
responsibility as it deems appropriate in order to comply with ERISA and
governmental regulations issued thereunder relating to:

                  (a) Reports and notifications to Participants;

                  (b) Reports to and registration with the Internal Revenue
         Service;

                  (c) Annual reports to the United States Department of Labor;

                  (d) Any other actions required by ERISA or the Plan.

         Section 13.3 Committees.

                  (a) Benefits Oversight Committee.

                           (i) Appointment. The Benefits Oversight Committee
                  shall consist of at least two (2) members appointed by the
                  Board of Directors who may also be officers, directors,
                  employees, agents or shareholders of OGE Energy Corp. Benefits
                  Oversight Committee members may resign by written notice to,
                  or may be removed by, the Board of Directors, which shall
                  appoint a successor to fill any vacancy on the Benefits
                  Oversight Committee so as to maintain at least two members.
                  The Secretary of OGE Energy Corp. shall advise the Trustee in
                  writing


                                      -41-
<PAGE>

                  of the names of the members of the Benefits Oversight
                  Committee and of any changes that may occur in its membership
                  from time to time.

                           (ii) Specific Powers and Duties. The Benefits
                  Oversight Committee shall be responsible for appointing and
                  removing the members of the Benefits Committee and any
                  investment manager, reviewing the performance of the Trustee
                  and recommending to the Board of Directors the appointment,
                  retention or termination of the Trustee. In addition, the
                  Benefits Oversight Committee shall establish an investment
                  policy which shall be communicated to the Trustee and any
                  investment manager. The Benefits Oversight Committee shall
                  have the power to amend the Plan without the approval of the
                  Board of Directors for the following reasons:

                                    (A) Additions, deletions, or changes
                           necessary or advisable to comply with the law; or

                                    (B) Non-substantive administrative changes;
                           or

                                    (C) Changes, or groups of related changes,
                           which result in an estimated annual cost to the Plan
                           of less than 25% of the annual cost of Company
                           Contributions (excluding Employee Contributions) to
                           the Plan.

                           The Benefits Oversight Committee shall have such
                  powers as may be necessary to discharge its duties hereunder
                  and shall provide the Board of Directors with a report of its
                  actions on an annual basis.

                  (b) Benefits Committee.

                           (i) Members of the Benefits Oversight Committee may
                  also serve as members of the Benefits Committee. The Benefits
                  Committee shall consist of at least five (5) members and not
                  more than seven (7) members appointed by the Benefits
                  Oversight Committee. The Benefits Oversight Committee will
                  designate one member as chairman. The Benefits Committee
                  members will appoint a Secretary who does not have to be a
                  member of the Benefits Committee. The Benefits Committee
                  members may resign by written notice to, or may be removed by,
                  the Benefits Oversight Committee, which shall appoint a
                  successor to fill any vacancy on the Benefits Committee so as
                  to maintain at least five members. The Secretary of OGE Energy
                  Corp. shall advise the Trustee in writing of the names of the
                  members of the Benefits Committee and of any changes which may
                  occur in its membership from time to time.

                           (ii) Specific Powers and Duties. To the extent not
                  delegated to the Plan Administrator, the Benefits Committee
                  shall have the sole responsibility for the administration of
                  the Plan, as well as such powers as may be necessary to
                  discharge its duties hereunder, including, but not limited to,
                  the following:


                                      -42-
<PAGE>

                                    (A) The discretionary authority to construe
                           and interpret the Plan, decide all questions of
                           eligibility and determine the amount, manner and time
                           of payment of any benefits hereunder;

                                    (B) To prescribe procedures to be followed
                           by Participants and Beneficiaries filing applications
                           for benefits;

                                    (C) To cause to be prepared and to cause the
                           Plan Administrator to distribute, in such manner as
                           the Benefits Committee determines to be appropriate,
                           information explaining the Plan and Trust;

                                    (D) To receive from any Participating
                           Employer and from Participants, either directly or
                           through the Plan Administrator, such information as
                           shall be necessary for the proper administration of
                           the Plan and Trust;

                                    (E) To furnish to OGE Energy Corp. upon
                           request such annual or other reports with respect to
                           the administration of the Plan as are reasonable and
                           appropriate;

                                    (F) To receive, review and keep on file (as
                           it deems convenient or proper) reports of the
                           financial condition, receipts and disbursements, and
                           assets of the Trust;

                                    (G) To appoint or employ individuals to
                           assist in the administration of the Plan and any
                           other agents (corporate or individual) as it deems
                           advisable, including legal counsel and such clerical,
                           medical, accounting, auditing, actuarial and other
                           services as it may require in carrying out the
                           provisions of the Plan; provided, however, that no
                           agent except an investment manager or fiduciary named
                           in the Plan shall be appointed or employed in a
                           position that would require or permit him or her: (1)
                           to exercise discretionary authority or control over
                           the acquisition, disposition or management of Trust
                           assets; (2) to render investment advice for a fee or
                           other compensation; or (3) to exercise discretionary
                           authority or responsibility for Plan administration;
                           and

                                    (H) To discharge all other duties set forth
                           herein.

                  (c) Limitation on Powers. The Benefits Committee shall have no
         power to add to, subtract from or modify any of the terms of the Plan,
         to change or add to any benefits provided by the Plan, or to waive or
         fail to apply any requirements for eligibility under the Plan.

                  (d) Conflicts of Interest. No member of the Benefits Committee
         or the Benefits Oversight Committee shall participate in any action on
         matters involving solely his or her own rights or benefits as a
         Participant under the Plan. Any such matters shall instead be
         determined by the other members of the Benefits Committee or the
         Benefits Oversight Committee. If, in any case in which any Benefits
         Oversight Committee


                                      -43-
<PAGE>

         member or Benefits Committee member is so disqualified to act, the
         remaining members cannot agree or if there is only one individual
         member of such committee, the Board of Directors of the Company will
         appoint a temporary substitute member to exercise all of the powers of
         the disqualified member concerning the matter in which the disqualified
         member is not qualified to act. The Benefits Oversight Committee, the
         Benefits Committee and any individual member of both committees shall
         be fully protected when acting in a prudent manner and relying in good
         faith upon the advice of the following professional consultants or
         advisors employed by the Company, the Benefits Oversight Committee, or
         the Benefits Committee: any attorney insofar as legal matters are
         concerned, any certified public accountant insofar as accounting
         matters are concerned and any enrolled actuary insofar as actuarial
         matters are concerned.

                  (e) Trustee's Directions. The Benefits Committee shall direct
         the Trustee concerning disbursements which shall be made out of the
         Trust pursuant to the provisions of the Plan and Trust. Any direction
         by the Benefits Committee to the Trustee shall be in writing and may be
         signed by any member of the Benefits Committee or any party authorized
         by the Benefits Committee.

                  (f) Committee Procedures. Both the Benefits Oversight
         Committee and the Benefits Committee may act at a meeting or by writing
         without a meeting, by the vote or assent of a majority of its
         respective members. The Benefits Oversight Committee and the Benefits
         Committee may adopt such bylaws and rules as they deem desirable for
         the conduct of their affairs and the administration of the Plan.

                  (g) Committee Records. Both the Benefits Oversight Committee
         and the Benefits Committee shall keep a record of all of their meetings
         and shall keep all such books of account, records and other data as may
         be necessary or desirable in their judgment for the administration of
         the Plan. The Benefits Oversight Committee and the Benefits Committee
         shall keep on file, in such form as each deems convenient and proper,
         all reports of the Trust received from the Trustee.

                  (h) Compensation; Reimbursement. Members of either the
         Benefits Oversight Committee or the Benefits Committee shall not
         receive compensation for their services as such members, but OGE Energy
         Corp. shall reimburse them for any necessary expenses incurred in the
         discharge of their duties.

                  (i) Certain Indemnification. The current or former Plan
         Administrator and current and former members of the Board of Directors,
         the Benefits Oversight Committee and the Benefits Committee shall be
         indemnified by OGE Energy Corp. for all liability, joint or several,
         for their acts and omissions and for the acts and omissions of their
         agents and other Fiduciaries in the administration and operation of the
         Plan. The current and former Plan Administrator and current and former
         members of the Board of Directors, the Benefits Oversight Committee and
         the Benefits Committee shall also be indemnified by OGE Energy Corp.
         against all costs and expenses reasonably incurred by them in
         connection with the defense of any action, suit or proceeding in which
         they may be made party defendants by reason of their being or having
         been Plan Administrator, members of the Board of Directors, the
         Benefits Oversight Committee or the Benefits Committee,


                                      -44-
<PAGE>

         whether or not then serving as such, including the cost of reasonable
         settlements (other than amounts paid to OGE Energy Corp.) made to avoid
         costs of litigation and payment of any judgment or decree entered in
         such action, suit or proceeding. OGE Energy Corp. shall not, however,
         indemnify the Plan Administrator or any member of the Board of
         Directors, the Benefits Oversight Committee or the Benefits Committee
         with respect to any act finally adjudicated to have been caused by the
         willful misconduct of such individuals; or with respect to the cost of
         any settlement unless the settlement has been approved by a court of
         competent jurisdiction. The right of indemnification shall not be
         exclusive of any other right to which the Plan Administrator or member
         of the Board of Directors, the Benefits Oversight Committee or the
         Benefits Committee may be legally entitled and it shall inure to the
         benefit of the duly appointed legal representatives of such individual.

                  (j) Dissenting Members. A dissenting member of either the
         Benefits Oversight Committee or the Benefits Committee who, within a
         reasonable time after he or she has knowledge of any action or failure
         to act by the Benefits Oversight Committee or the Benefits Committee,
         respectively, registers his or her dissent in writing delivered to the
         Benefits Oversight Committee or the Benefits Committee shall not be
         responsible for any such action or failure to act.

         Section 13.4 Information from Participant. The Benefits Committee may
require a Participant to complete and file with the Benefits Committee an
application for benefits and all other forms approved by the Benefits Committee,
and to furnish all pertinent information requested by such Benefits Committee.
The Benefits Committee may rely upon all such information so furnished to it,
including the Participant's current mailing address.

         Section 13.5 Notification of Participant's Address. Each Participant
and Beneficiary entitled to benefits under the Plan must file with the Benefits
Committee, in writing, his or her post office address and each change of post
office address. Any communication, statement or notice addressed to such person
at his or her latest post office address as filed with the Benefits Committee
shall, on deposit in the United States mail with postage prepaid, be binding
upon such person for all purposes of the Plan and the Benefits Committee shall
not be obliged to search for, or to ascertain the whereabouts of, any such
person.

         Section 13.6 Claims and Appeal Procedure. A Participant or Beneficiary
who feels he is being denied any benefit or right provided under the Plan must
file a written claim with the Benefits Committee. All such claims shall be
submitted on a form provided by the Benefits Committee which shall be signed by
the claimant and shall be considered filed on the date the claim is received by
the Benefits Committee.

         Upon the receipt of such a claim and in the event the claim is denied,
the Benefits Committee shall, within 90 days after its receipt of such claim,
provide such claimant a written statement which shall be delivered or mailed to
the claimant by certified or registered mail to his last known address, which
statement shall contain the following:

                  (a) the specific reason or reasons for the denial of benefits;


                                      -45-
<PAGE>

                  (b) a specific reference to the pertinent provisions of the
         Plan upon which the denial is based;

                  (c) a description of any additional material or information
         that is necessary; and

                  (d) an explanation of the review procedure provided below;

provided, however, in the event that special circumstances require an extension
of time for processing the claim, the Benefits Committee shall provide such
claimant with such written statement described above not later than 180 days
after receipt of the claimant's claim, but, in such event, the Benefits
Committee shall furnish the claimant, within ninety (90) days after its receipt
of such claim, written notification of the extension explaining the
circumstances requiring such extension and the date that it is anticipated that
such written statement will be furnished.

         Within 60 days after receipt of a notice of a denial of benefits as
provided above, if the claimant disagrees with the denial of benefits, the
claimant or his authorized representative must request, in writing, that the
Benefits Committee review his claim and may request to appear before the
Benefits Committee for such review. In conducting its review, the Benefits
Committee shall consider any written statement or other evidence presented by
the claimant or his authorized representative in support of his claim. The
Benefits Committee shall give the claimant and his authorized representative
reasonable access to all pertinent documents which the Benefits Committee deems
pertinent and necessary for the preparation of his claim.

         Within 60 days after receipt by the Benefits Committee of a written
application for review of his claim, the Benefits Committee shall notify the
claimant of its decision by delivery or by certified or registered mail to his
last known address; provided, however, in the event that special circumstances
require an extension of time for processing such application, the Benefits
Committee shall so notify the claimant of its decision not later than 120 days
after receipt of such application, but, in such event, the Benefits Committee
shall furnish the claimant, within 60 days after its receipt of such
application, written notification of the extension explaining the circumstances
requiring such extension and the date that it is anticipated that its decision
will be furnished. The decision of the Benefits Committee shall be in writing
and shall include the specific reasons for the decision presented in a manner
calculated to be understood by the claimant and shall contain reference to all
relevant Plan provision on which the decision was based. The decision of the
Benefits Committee shall be final and conclusive.

                                   ARTICLE 14

                  NATURE AND CONSTRUCTION OF RIGHTS AND DUTIES

         Section 14.1 Participant Elections. All Participant elections and
applications and notices under this Plan shall be made pursuant to such
procedures as the Plan Administrator requires, which may include elections by
telephonic or other electronic media.

         Section 14.2 Nonalienation of Benefits. Except as required for federal
income tax withholding purposes or pursuant to a "qualified domestic relations
order" under Section 401(a)(13) of the Code, assignment of benefits under the
Plan or their pledge or encumbrance in


                                      -46-
<PAGE>

any manner shall not be permitted or recognized under any circumstances nor
shall such benefits be subject to attachment or other legal process for the
debts (including payments for alimony or support) of any Participant, former
Participant or Beneficiary. This Section 14.1 shall not apply to any default or
indebtedness to the Trust as provided in Sections 10.5 and 10.6.

         To the extent permitted under Section 401(a)(13)(C) of the Code, the
Benefits Committee may offset against the benefit to be paid to a Participant
from the Plan an amount that the Participant is ordered or required to pay to
the Plan.

         Section 14.3 Payments to Incapacitated Participant or Beneficiary. If
the Benefits Committee shall find that a Participant, former Participant or
Beneficiary is unable to care for his or her affairs because of illness or
accident, or is a minor, or has died, the Benefits Committee may direct that any
payment due him or her, unless claim therefor shall have been made by a duly
appointed legal representative, shall be paid to his or her spouse, a child, a
parent, or other blood relative or to a person with whom he or she resides, and
any such payment so made shall be in complete discharge of the liabilities of
the Plan therefor.

         Section 14.4 Payment on Inability to Locate Participant or Beneficiary.
Subject to all applicable laws relating to unclaimed property, if the Benefits
Committee or Trustee mails by registered or certified mail, postage prepaid, to
the last known address of a Participant or a Beneficiary, a notification that he
or she is entitled to a distribution hereunder, and if the notification is
returned by the United States Postal Service as being undeliverable because the
addressee cannot be located at the address indicated, and if the Benefits
Committee and Trustee have no knowledge of such Participant's or Beneficiary's
whereabouts within three years from the date the notification was mailed, or if
within three years from the date the notification was mailed to such Participant
or Beneficiary he or she does not respond thereto by informing the Benefits
Committee or Trustee of his or her whereabouts, then, and in either of said
events, upon the December 31 coincident with or next succeeding the third
anniversary of the mailing of such notification, the then undistributed share in
the Trust of such Participant or Beneficiary shall be paid to the person or
persons who would have been entitled to take such share in the event of the
death of the Participant or Beneficiary whose whereabouts are unknown, assuming
that such death occurred as of the December 31 coincident with or next
succeeding the third anniversary of the mailing of such notification. In the
event such alternate payment cannot be made, and subject to the applicable state
laws concerning escheat, the aggregate amount of such Participant's Accounts
shall be held in a suspense account until the end of the next Plan Year and then
treated as a Forfeiture; provided, however, that such amount shall be reinstated
to the proper Participant's Accounts upon a valid claim therefor by the
Participant or Beneficiary.

         Section 14.5 Interest in Trust Governed by Terms of Plan. No
Participant, former Participant, Beneficiary or any other person shall have any
interest in or right under the Plan or in any part of the assets or earnings
thereof held in the Trust except as and to the extent provided in the Plan.

         Section 14.6 Trust as Sole Source of Benefits. The Trust shall be the
sole source of all benefits provided for in the Plan.


                                      -47-
<PAGE>

         Section 14.7 Uniformity of Treatment. Whenever in the administration of
the Plan action by the Board of Directors (with respect to contributions) or the
Benefits Oversight Committee or Benefits Committee (with respect to eligibility
or classification of Employees, contributions, or benefits) is required, such
action shall be uniform in nature as applied to all persons similarly situated,
and no such action shall be taken which shall discriminate in favor of Employees
who are Highly Compensated Employees.

         Section 14.8 Exclusive Benefit of Participants and Beneficiaries.
Notwithstanding any provision to the contrary in the Plan, no part of the assets
of the Trust (other than such part as is required to pay taxes and expenses)
shall be used for, or diverted to, purposes other than for the exclusive benefit
of Participants and Beneficiaries; provided, however, that upon the Company's
request a contribution which was made by it upon a mistake of fact, or
conditioned upon initial qualification of the Plan or upon the deductibility of
the contribution under Section 404 of the Code shall be returned to the Company
which made the contribution within one year after the payment of the mistaken
contribution, the denial of qualification or the disallowance of the deduction
(to the extent disallowed), whichever is applicable.

         Section 14.9 No Contract of Employment. Nothing contained in the Plan
shall be construed as a contract of employment between the Company and any
Employee, or as a right of any Employee to be continued in the employment of the
Company, or as a limitation on the right of the Company to discharge its
Employees with or without cause.

         Section 14.10 Form of Actions and Notices. Any action by OGE Energy
Corp. pursuant to the provisions of the Plan shall be evidenced by a resolution
of the Board of Directors certified by its secretary or assistant secretary, or
by written instrument executed by any person authorized by the Board of
Directors to take such action, and the Fiduciaries shall be fully protected in
acting in accordance with any such written instrument or resolution received by
them.

         Section 14.11 Partial Invalidity Not To Affect Remaining Provisions. In
case any provisions of the Plan shall be held unlawful or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions,
and the Plan shall be construed and enforced as if the unlawful or invalid
provisions had never been inserted.

                                   ARTICLE 15

                            AMENDMENT AND TERMINATION

         Section 15.1 Plan and Trust Amendment. OGE Energy Corp. reserves the
right at any time and from time to time to amend the Plan and Trust in whole or
in part, and either retroactively or prospectively, by action of the Board of
Directors or of the Benefits Oversight Committee, as provided under Article 13,
through a written instrument delivered to the Trustee, the Benefits Oversight
Committee, the Benefits Committee, and each Participating Employer; provided,
however, that:

                  (a) Except as expressly provided to the contrary herein, no
         such amendment shall authorize or permit any part of the corpus or
         income of the Trust to be used for or


                                      -48-
<PAGE>

         diverted to purposes other than for the exclusive benefit of
         Participants or Beneficiaries, or deprive any of them of funds then
         held for their account;

                  (b) No amendment shall increase the duties or liabilities of
         the Trustee without its written consent; and

                  (c) Notwithstanding anything herein to the contrary, any
         amendment may be made to the Plan and Trust that the Benefits Oversight
         Committee deems necessary or appropriate to comply with any statute or
         regulation, including requirements for qualification, exempt status and
         deductibility of contributions under the Code, and such amendment shall
         have retroactive effect if necessary for such purposes.

         Section 15.2 Permanency of Plan. OGE Energy Corp. has established the
Plan with a bona fide intention that the Plan and Trust shall be permanent.
However, OGE Energy Corp. realizes that circumstances not now foreseen or
circumstances beyond its control may make it either impossible or inadvisable to
continue to make contributions as herein provided.

         Section 15.3 Termination of Plan. The Board of Directors shall have the
power to discontinue contributions to the Trust or to terminate the Plan by
appropriate resolutions upon written notice to the Trustee. In the event of (i)
termination of the Plan, (ii) dissolution, merger, consolidation or
reorganization of OGE Energy Corp. where the successor company does not continue
the Plan in accordance with Section 16.1, (iii) partial termination with respect
to a group of Participants, or (iv) complete discontinuance of contributions
without any further action of the Company, the Company Matching Contribution
Accounts of all affected Participants shall become fully vested and
nonforfeitable, including that portion of a Participant's Company Matching
Contribution Account which was "frozen" pursuant to Section 10.3. There shall be
no Company contributions after the date the Plan terminates. However, the
Benefits Committee and the Trust shall remain in existence, and all of the
provisions of the Plan (other than the provisions relating to contributions and
Forfeitures) which, in the sole opinion of the Benefits Committee are necessary,
shall remain in full force and effect.

         Section 15.4 Distribution Upon Termination. Upon termination of Plan
and Trust, after payment of all expenses (including Trustee's fees) and
proportionate adjustments to the Participant's Accounts, where appropriate, to
reflect such expenses, gains, losses, and allocations to the date of
termination, each Participant shall be entitled to receive any amounts then
credited to his or her Accounts, distributed as provided in Article 11;
provided, however, that the Benefits Committee and the Trustee shall not be
required to effect such distribution until written evidence of approval of such
termination and distribution has been received from the Internal Revenue
Service. If such benefits do not exhaust the assets of the Trust, any remaining
assets shall be allocated among the Accounts of continuing Participants in the
proportion that the aggregate balance in their Accounts bears to each other.
Upon termination, the Benefits Committee may authorize the payment to
Participants or Beneficiaries of such amounts in cash or in kind, with all such
assets being measured at their fair market value. The Trustee shall continue to
hold, invest, administer and distribute the assets of the Trust pursuant to the
terms of the Plan until no Trust assets remain in its hands. If a Participant
dies after termination of the Plan and before all of his or her interest in the
Trust has been paid, the undistributed portion shall be distributed to his or
her Beneficiary in a lump sum.


                                      -49-
<PAGE>

                                   ARTICLE 16

       SUCCESSOR COMPANY; PLAN MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

         Section 16.1 Continuation by Successor. In the event of the
dissolution, merger, consolidation or reorganization of OGE Energy Corp., or
other circumstances whereby a successor continues to carry on a substantial part
of its business, the successor shall have the option for 90 days thereafter to
make provision for the continuance of the Plan. In that event, such successor
shall be substituted for OGE Energy Corp. under the Plan upon filing a written
election to that effect with the Trustee. The substitution of the successor
shall constitute an assumption of Plan liabilities by the successor and the
successor shall have all of the powers, duties and responsibilities of OGE
Energy Corp. under the Plan.

         Section 16.2 Merger or Consolidation of Plan. In the event of any
merger or consolidation of the Plan with, or transfer in whole or in part of the
assets and liabilities of the Trust to, any other plan of deferred compensation
maintained or to be established for the benefit of all or some of the
Participants of the Plan, the assets of the Trust applicable to such
Participants shall be transferred to the other trust only if:

                  (a) Each Participant would (if the plan then terminated)
         receive a benefit immediately after the merger, consolidation or
         transfer which is equal to or greater than the benefit he or she would
         have been entitled to receive immediately before the merger,
         consolidation or transfer (if the Plan had then terminated);

                  (b) Resolutions of the Board of Directors of OGE Energy Corp.,
         and of any new or successor employer of the affected Participants,
         shall authorize such transfer of assets; and in the case of the new or
         successor employer, its resolutions shall include an assumption of
         liabilities with respect to such Participants' inclusion in the new or
         successor employer's plan; and

                  (c) Such other plan is qualified under Sections 401(a) and
         501(a) of the Code.

         Section 16.3 Transfer of Assets From Other Qualified Plans. The Board
of Directors may approve the transfer in whole or in part of the assets and
liabilities of any other plan of deferred compensation qualified under Sections
401(a) and 501(a) of the Code into the Trust established under this Plan,
including a transfer that may cause the Plan to be deemed a transferee plan
within the meaning of Section 401(a)(11)(B)(iii) of the Code. The amounts so
transferred shall be deposited into the Trust and a fully vested and
nonforfeitable Transfer Account shall be established for each affected
Participant; provided, however, that any amount which is subject to the
"transferee plan" rules must be accounted for separately within the Transfer
Account. The separate accounting of the "transferee plan" amounts shall be made
by allocating separately to such amounts their allocable share of any gains,
losses and other applicable credits and charges on a reasonable and consistent
basis. Each Participant's Transfer Account, if any, shall share in adjustments
made to the Trust on subsequent Valuation Dates pursuant to Article 9, but shall
not share in Company Matching Contribution allocations at any time. A
Participant may not make an in-service withdrawal from his or her Transfer
Account,


                                      -50-
<PAGE>

but may receive a loan pursuant to Section 10.6. Notwithstanding the foregoing,
the OGE DB Rollover Account balance is available for an in-service withdrawal in
accordance with Section 10.4. Upon termination of employment or death, the total
amount of a Participant's Transfer Account shall be distributed in accordance
with Articles 11 and 17 and Appendix A, if applicable.

                                   ARTICLE 17

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

         Section 17.1 Applicability. The provisions of this Article 17 shall
apply only to amounts transferred to the Plan on or after January 1, 1985
pursuant to Section 16.3 and subject to the transferee plan rules of Section
401(a)(11)(B)(iii) of the Code ("Transferee Plan Amounts"). With respect to the
Transferee Plan Amounts (as adjusted for any subsequent earnings or losses), the
provisions of this Article 17 shall take precedence over any conflicting
provision in the Plan.

         Section 17.2 General Rules. Unless an optional form of benefit under
Article 11 is selected pursuant to a Qualified Election within the 90-day period
ending on the date that distribution of benefits otherwise would commence,
Transferee Plan Amounts shall be paid in the form of a Qualified Joint and
Survivor Annuity. In addition, unless a form of benefit under Article 11 has
been selected within the Election Period pursuant to a Qualified Election, if a
Participant dies before benefits have commenced, the Participant's Transferee
Plan Amount shall be applied toward the purchase of a Qualified Preretirement
Survivor Annuity for the life of the Surviving Spouse.

         Notwithstanding either of the foregoing general rules, if the
Participant's Transferee Plan Amount does not exceed $5,000, when such payments
are to begin, it shall be immediately distributed in one lump sum payment. In
all other cases, the Participant and Spouse (or the Surviving Spouse) may
consent in writing to receive an immediate lump sum payment of the Transferee
Plan Amount.

         Section 17.3 Definitions. The following terms shall have the following
meanings for purposes of this Article 17:

                  (a) Election Period means the period beginning on the first
         day of the Plan Year in which the Participant attains age 35 and ends
         on the date of the Participant's death. If a Participant separates from
         service before the first day of the Plan Year in which he or she
         attains age 35, with respect to the Transferee Plan Amounts as of the
         date of separation, the Election Period shall begin on the date of
         separation.

                  (b) Qualified Election means a waiver of a Qualified Joint and
         Survivor Annuity or a Qualified Preretirement Survivor Annuity, as such
         waiver is further described in this subsection 17.3(b). The waiver must
         be in writing and must be consented to by the Participant's Spouse. The
         Spouse's consent must be witnessed by the Plan Administrator or notary
         public and must acknowledge the financial effect of the waiver. If the
         Qualified Election designates a non-Spouse Beneficiary or a specific
         form


                                      -51-
<PAGE>

         of payment, the Spouse's consent must also acknowledge the non-Spouse
         Beneficiary, class of Beneficiaries or contingent Beneficiaries, and
         the specific form of payment, if any. Notwithstanding this consent
         requirement, if the Participant establishes to the satisfaction of the
         Plan Administrator that such written consent cannot be obtained because
         there is no Spouse, the Participant is legally separated from the
         Spouse or the Spouse cannot be located, a waiver will be deemed a
         Qualified Election. Any consent necessary under this provision will be
         valid only with respect to the Spouse who signs the consent, or in the
         event of a deemed Qualified Election, the designated Spouse.
         Additionally, a revocation of a prior waiver may be made by a
         Participant without the consent of the Spouse at any time before the
         commencement of benefits. The number of revocations shall not be
         limited.

                  (c) Qualified Joint and Survivor Annuity means, with respect
         to a married Participant, an annuity for the life of the Participant
         with a survivor annuity for the life of the Spouse which is not less
         than fifty percent (50%) and not more than one hundred percent (100%)
         of the amount of the annuity which is payable during the joint lives of
         the Participant and the Spouse and which is the amount of benefit which
         can be purchased with the Participant's Transferee Plan Amount. With
         respect to an unmarried Participant, a Qualified Joint and Survivor
         Annuity means an annuity for the life of the Participant.

                  (d) Qualified Preretirement Survivor Annuity means an annuity
         for the life of the Surviving Spouse which is the amount of benefit
         which can be purchased with the Participant's Transferee Plan Amount.

                  (e) Spouse (or Surviving Spouse) means the spouse or surviving
         spouse of the Participant, provided that a former spouse will be
         treated as the spouse or surviving spouse to the extent required under
         a "qualified domestic relations order" as described in Section 414(p)
         of the Code.

                                   ARTICLE 18

                                  CONSTRUCTION

         Section 18.1 In General. The Plan and the Trust forming a part thereof
shall be construed and administered according to the laws of the State of
Oklahoma to the extent such laws are not preempted by ERISA or subsequent
amendments thereto or any other laws of the United States of America.

         Section 18.2 Number and Context. The singular may include the plural
and vice versa, unless the context clearly indicates to the contrary. The words
"hereof," "herein," and other similar compounds of the word "here" shall mean
and refer to the entire Plan, not to any particular provision or section.


                                      -52-
<PAGE>

                                   ARTICLE 19

                          MULTIPLE EMPLOYER PROVISIONS

         Section 19.1 Participating Employers. The Board of Directors may
authorize any other corporation or business organization to participate in the
Plan, with participation to commence upon such date as the Board of Directors
shall determine in its discretion. Upon receiving such authorization, said
corporation or business organization shall become a Participating Employer
immediately upon causing its board of directors to adopt a written resolution
electing such participation.

         Section 19.2 Plan's Application to Each Participating Employer. It is
intended that the contribution, Forfeiture and allocation provisions of the Plan
shall apply separately to each Participating Employer, if there be more than
one, and to the Participants of each Participating Employer. In all other
respects, the Plan shall constitute a single plan for all Participating
Employers.

         Section 19.3 Continuity of Employment. Except as expressly provided to
the contrary herein, the concept of "employment" shall be deemed to refer
equally to employment with any Participating Employer, so that for the purpose
of measuring Years of Service or for any other purpose under the Plan,
employment with any Participating Employer shall be deemed to be the equivalent
of employment with any other Participating Employer, and employment with any
Participating Employer may be combined with employment with any other
Participating Employer as if all employment had been with any one Participating
Employer. Regardless of the duration of service with any particular
Participating Employer in any given year or the number of Participating
Employers for whom an Employee works, an Employee will not be credited with more
than one Year of Service in any Plan Year.

         Section 19.4 Instructions to Trustee. Unless OGE Energy Corp. otherwise
so states in its instructions to the Trustee, its directive to the Trustee shall
apply to the entire trust fund without distinction as to the portion thereof
contributed by any one Participating Employer.

         Section 19.5 Amendment by Board of Directors. The Board of Directors
and the Benefits Oversight Committee, in accordance with the powers granted to
each pursuant to Article 13, shall have the power to amend the Plan and Trust by
written instrument delivered to the Trustee, the Benefits Oversight Committee,
the Benefits Committee, and each Participating Employer. Such amendment shall
bind all Participating Employers, except that no such amendment shall bind any
Participating Employer which, within 90 days after its receipt of notice of such
amendment from OGE Energy Corp., shall have given notice pursuant to Section
19.6 of its termination of Plan participation.

         Section 19.6 Withdrawal by Participating Employer. By instrument in
writing, duly executed and delivered to the Trustee, the Benefits Oversight
Committee and OGE Energy Corp. (if such terminating Participating Employer is
not OGE Energy Corp.), the board of directors of any Participating Employer
shall have the right, with the consent of the Board of Directors, to amend the
Plan and Trust in such a way as to withdraw its participation in the Plan and
Trust. In such event said Participating Employer shall forthwith cease to be a
party to the Plan and Trust.


                                      -53-
<PAGE>

OGE Energy Corp. shall thereupon determine that portion of the trust fund which
represents, with respect to those Participants who are at such time Employees of
such Participating Employer, an amount which bears to the total trust fund the
same ratio which the actuarial reserve for such Participants bears to the total
actuarial reserve in the trust fund. The Trustee, at the direction of OGE Energy
Corp., shall do one of the following: (a) set aside such assets for the
exclusive benefit of those Participants who are then Employees of such
Participating Employer; (b) deliver such assets to the trustee to be selected by
such Participating Employer; or (c) terminate the Plan and liquidate the Trust
with respect to such Participating Employer in accordance with Article 15, after
first obtaining any necessary governmental approval.

                                   ARTICLE 20

                     SPECIAL PROVISIONS FOR TOP-HEAVY PLANS

         Section 20.1 Top-Heavy Plan Definitions. The definitions relating to
Top-Heavy Plan provisions are as follows:

                  (a) The term "Top-Heavy Plan" or "Top-Heavy" means the Plan or
         refers to the Plan if, as of the Determination Date, the aggregate of
         the Accounts of Key Employees under the Plan exceeds sixty percent
         (60%) of the aggregate of the Accounts of all Employees under the Plan,
         as determined in accordance with the provisions of Section 416(g) of
         the Code. The determination of whether the Plan is Top-Heavy shall be
         made after aggregating all other tax-qualified plans of the Company
         which are required to be aggregated pursuant to Section 416(g)(2) of
         the Code and after aggregating any other such plan of the Company which
         may be taken into account under the permissive aggregation rules of
         Section 416(g)(2)(A)(ii) of the Code if such permissive aggregation
         thereby eliminates the Top-Heavy status of any plan within such
         permissive aggregation group. The Plan is "Super Top-Heavy" if, as of
         the Determination Date, the Plan would meet the test specified above
         for being a Top-Heavy Plan if ninety percent (90%) were substituted for
         sixty percent (60%) in each place in which it appears in this
         subsection 20.1(a). The plans which are required to be aggregated
         include (i) all tax-qualified plans of the Company in which a Key
         Employee participates and all tax-qualified plans of the Company in
         which a Key Employee participated which were terminated within the
         five-year period ending on the Determination Date, and (ii) all other
         tax-qualified plans of the Company which enable a plan described in (i)
         to meet the requirements of Section 401(a)(4) or Section 410 of the
         Code. The plans which are permitted to be aggregated include the plans
         which are required to be aggregated plus any plan or plans of the
         Company which, when considered as a group with the required aggregation
         group, would continue to satisfy the requirements of Sections 401(a)(4)
         and 410 of the Code. For the purposes of these Top-Heavy provisions,
         Employees and Key Employees shall include only such individuals who
         performed any services for the Company at any time during the five-year
         period ending on the Determination Date.

                  (b) The term "Determination Date," for purposes of determining
         whether the Plan is Top-Heavy for a particular Plan Year, means the
         last day of the preceding Plan Year.


                                      -54-
<PAGE>

                  (c) The term "Key Employee" means any Employee or former
         Employee (including a Beneficiary of any such Employee or former
         Employee, if a Participant) who at any time during the Plan Year or any
         of the four preceding Plan Years is:

                           (i)      An individual who receives as annual
                                    Compensation more than fifty percent (50%)
                                    of the dollar limit under Code Section
                                    415(b)(1)(A) and who is an officer of the
                                    Company (but in no event shall more than
                                    fifty Employees or, if less, ten percent
                                    (10%) of all Employees be taken into account
                                    under this paragraph (i) as Key Employees);

                           (ii)     One of the ten Employees owning (or
                                    considered as owning within the meaning of
                                    Code Section 318) the largest interests in
                                    the Company, provided that the Employee's
                                    interest is more than a one-half percent
                                    (.5%) interest in the Company and such
                                    Employee also had Compensation exceeding the
                                    maximum dollar limitation under Code Section
                                    415(c)(1)(A) in effect for the calendar year
                                    in which the Determination Date falls;

                           (iii)    A person owning (or considered as owning
                                    within the meaning of Code Section 318) more
                                    than five percent (5%) of the outstanding
                                    stock of the Company or stock possessing
                                    more than five percent (5%) of the total
                                    combined voting power of all stock of the
                                    Company; or

                           (iv)     A person who receives as annual Compensation
                                    from the Company more than One Hundred Fifty
                                    Thousand Dollars ($150,000) and who would be
                                    described in paragraph (iii) of this
                                    subsection if "one percent (1%)" were
                                    substituted for "five percent (5%)."

                                    For purposes of applying Code Section 318 to
                           the provisions of this subsection (c), subparagraph
                           (C) of Code Section 318(a)(2) shall be applied by
                           substituting "five percent (5%)" for "fifty percent
                           (50%)." In addition, the rules of subsections (b),
                           (c) and (m) of Code Section 414 shall not apply for
                           purposes of determining top-ten ownership or
                           ownership percentage in the Company under this
                           subsection (c).

                  (d) The term "Non-Key Employee" means any Employee (including
         a Beneficiary of such Employee, if a Participant) who is not a Key
         Employee.

                  (e) For purposes of this Section 20.1 and Section 20.2, the
         term "Compensation" shall be defined pursuant to Treasury Regulations
         Section 1.415-2(d).

         Section 20.2 Requirements in Plan Years in Which Plan Is Top-Heavy.
Notwithstanding anything herein to the contrary, if the Plan is Top-Heavy as
determined pursuant to Code Section 416 for any Plan Year, then the Plan shall
meet the following requirements for any such Plan Year:


                                      -55-
<PAGE>

                  (a) Minimum Vesting Requirements. A Participant's Vesting
         Percentage under Section 10.3 in his or her Company Matching
         Contribution Account shall be determined in accordance with the
         following schedule:

<Table>
<Caption>
                          Years of Service            Vesting Percentage
                          ----------------            ------------------
<S>                                                   <C>
                  Less than Two                                 0%
                  At least Two but less than Three             20%
                  At least Three but less than Four            40%
                  At least Four but less than Five             60%
                  At least Five but less than Six              80%
                  Six or more                                 100%
</Table>

                  In the event that the Top-Heavy Plan ceases thereafter to be
         Top-Heavy, each Participant's Vesting Percentage shall again be
         determined under Section 10.3, provided that a Participant's Vesting
         Percentage shall not be reduced thereby. To the extent required by Code
         Section 411(a)(10) and final Regulations of the Department of Treasury
         under Code Section 416, if the determination of a Participant's Vesting
         Percentage is changed from the use of Section 10.3 to the use of this
         Section 20.2(a), each Participant with at least three Years of Service
         may elect to continue to have his or her Vesting Percentage computed
         under the formerly applied vesting schedule.

                  (b) It is intended that the Company will meet the minimum
         contribution requirements of Code Sections 416(c) and 416(h) by
         providing a minimum Company contribution (including Company Matching
         Contributions already made on behalf of the Participant under Article
         4) for such Plan Year for each Participant who is a Non-Key Employee
         (regardless of whether he or she has made Tax-Deferred Contributions),
         in accordance with whichever of the following paragraphs is applicable:

                           (i)      If the Company does not maintain a
                                    tax-qualified defined benefit pension plan,
                                    or if the Company maintains such a pension
                                    plan in which no Participant can
                                    participate, the minimum contribution per
                                    Participant shall be three percent (3%) of
                                    the Participant's Compensation for that Plan
                                    Year;

                           (ii)     If the Company maintains a tax-qualified
                                    defined benefit pension plan in which one or
                                    more Participants may participate, and that
                                    pension plan is not Top-Heavy under Code
                                    Section 416(g)(1)(A)(i), the minimum
                                    contribution per Participant shall be four
                                    percent (4%) of the Participant's
                                    Compensation for that Plan Year, provided
                                    (a) that the Plan is not Super Top-Heavy,
                                    (b) that the increased one percent (1%)
                                    contribution is necessary to avoid the
                                    application of Code Section 416(h)(1)
                                    (relating to adjustment of the combined plan
                                    contributions and benefits limitation which
                                    would substitute 1.0 for 1.25 in the defined
                                    contribution and defined benefit fractions
                                    under Code Section 415) and (c) that such
                                    combined plan benefit and contribution
                                    limitations would


                                      -56-
<PAGE>


                                    otherwise be exceeded if such minimum
                                    contribution were not so increased; and

                           (iii)    If the Company maintains a tax-qualified
                                    defined benefit pension plan in which one or
                                    more Participants may participate, and that
                                    pension plan is Top-Heavy under Code Section
                                    416(g)(1)(A)(i), the minimum contribution
                                    per Participant shall be five percent (5%)
                                    of the Participant's Compensation for that
                                    Plan Year; provided, however, that if the
                                    Plan is not Super Top-Heavy the minimum
                                    contribution shall be increased to seven and
                                    one-half percent (7.5%) if necessary to
                                    avoid the application of Code Section
                                    416(h)(1) (relating to adjustment of the
                                    combined plan contributions and benefits
                                    limitation which would substitute 1.0 for
                                    1.25 in the defined contribution and defined
                                    benefit fractions under Code Section 415)
                                    and if such combined plan benefit and
                                    contribution limitations otherwise would be
                                    exceeded if an increased minimum
                                    contribution is not made.

                                    The minimum Company contribution under this
                           subsection 20.2(b), to the extent not already
                           credited or allocated to the appropriate
                           Participants' Accounts because it is in addition to
                           Company contributions already made on behalf of the
                           Participant under Article 4, shall be made to
                           Participants' Company Matching Contribution Accounts.
                           Notwithstanding anything in this subsection 20.2(b)
                           to the contrary, the applicable minimum contribution
                           required under this subsection shall in no event
                           exceed, in terms of a percentage of Compensation, the
                           contribution made for the Key Employee for whom such
                           percentage is highest for the Plan Year after taking
                           into account contributions or benefits under other
                           tax-qualified plans in the Plan's aggregation group
                           as provided pursuant to Code Section
                           416(c)(2)(B)(ii). Furthermore, no minimum
                           contribution will be required under this subsection
                           20.2(b) (or the minimum contribution shall be
                           reduced, as the case may be) for a Participant for
                           any Plan Year if the Company maintains another
                           tax-qualified plan under which a minimum benefit or
                           contribution is being accrued or made for such Plan
                           Year in whole or in part for the Participant in
                           accordance with Code Section 416(c).


                                      -57-
<PAGE>

                                   APPENDIX A

              SPECIAL DISTRIBUTION PROVISIONS FOR TRANSFER ACCOUNTS

A. Former Employees of Ozark Pipeline, Inc. or its Affiliates

         Former employees of Ozark Pipeline, Inc. or its affiliates who became
Employees of the Company on August 1, 1998 and have a Transfer Account in the
Plan in which their benefits from the NGC Profit Sharing/401(k) Savings Plan
were transferred are eligible to receive such portion of their Transfer Accounts
using the methods of payment set forth in Articles 11 and 17 of the Plan or as
follows:

                  (1) A single life annuity for the life of the Participant;

                  (2) Installments for a term certain, or in the event of the
         Participant's death before the end of such term certain, to the
         Participant's Beneficiary; provided, however, that such term certain
         shall not exceed the lesser of (i) ten years or (ii) the life
         expectancy of the Participant or the joint life expectancies of the
         Participant and his Beneficiary. Upon the death of a Beneficiary who is
         receiving installment payments under this Appendix A, the unpaid
         balance shall be paid as soon as administratively feasible, in one lump
         sum cash payment, to the Beneficiary's executor or administrator or to
         his heirs at law if there is no administration of such Beneficiary's
         estate.

                  (3) An annuity for the joint lives of the Participant and his
         Beneficiary;

                  (4) An annuity for a term certain (of 5, 10, or 15 years) and
         continuous for the life of the Participant if he survives such term
         certain; or

                  (5) An annuity for a term certain to the Participant and his
         Beneficiary if the Participant does not survive such term certain.