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                                                                    EXHIBIT 4.02

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                                     FORM OF

                         SUPPLEMENTAL INDENTURE NO.____

                                      FROM

                                OGE ENERGY CORP.

                                       TO

                                 UMB BANK, N.A.

                                     TRUSTEE


                                   ----------


                                   DATED AS OF


                                     _______


                            SUPPLEMENTAL TO INDENTURE
                             DATED AS OF ____, 2003

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                                TABLE OF CONTENTS

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<S>                                                                                                              <C>
Parties..........................................................................................................1
Recitals.........................................................................................................1

ARTICLE ONE.       RELATION TO INDENTURE; DEFINITIONS............................................................1

     Section 1.01.    Integral Part of Indenture.................................................................1

     Section 1.02.    Definitions; References to Articles and Sections; Terms referring to this Supplemental
                      Indenture..................................................................................1

ARTICLE TWO.       SECURITIES....................................................................................2

     Section 2.01.    Designation and Principal Amount...........................................................2

     Section 2.02.    Stated Maturity Date.......................................................................2

     Section 2.03.    Interest Payment Dates.....................................................................2

     Section 2.04.    Office for Payment.........................................................................2

     Section 2.05.    Redemption Provisions......................................................................2

     Section 2.06.    [Repayment of Securities...................................................................3

     Section 2.07.    Authorized Denominations...................................................................4

     Section 2.08.    Form of Security...........................................................................4

ARTICLE THREE.     MISCELLANEOUS.................................................................................4

     Section 3.01.    Recitals of fact, except as stated, are statements of the Company..........................4

     Section 3.02.    Supplemental Indenture to be construed as a part of the Indenture..........................4

     Section 3.03.    Trust Indenture Act to control; Severability of provisions contained in Supplemental
                      Indenture and Securities...................................................................4

     Section 3.04.    References to either party in Supplemental Indenture include successors or assigns.........4

     Section 3.05.    Provision for execution in counterparts; Table of Contents and descriptive headings of
                      Articles not to affect meaning.............................................................4

Exhibit A - Form of Security
</Table>

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     SUPPLEMENTAL INDENTURE No. ______, made as of the ______ day of _________,
by and between OGE ENERGY CORP., a corporation duly organized and existing under
the laws of the State of Oklahoma (the "Company"), and UMB BANK, N.A., a
national banking association, as trustee (the "Trustee"):

WITNESSETH:

     WHEREAS, the Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Indenture"), made as of [        ], 2003; and

     WHEREAS, Section 2.05 of the Indenture provides that debt securities shall
be issued in series and that a Company Order shall specify the terms of each
series; and

     WHEREAS, the Company has this day delivered a Company Order setting forth
the terms of a series of debt securities designated "____________" (hereinafter
sometimes referred to as the "Securities"); and

     WHEREAS, Section 12.01 of the Indenture provides that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of establishing the form of debt securities or establishing or
reflecting any terms of any debt security and adding to the covenants of the
Company; and

     WHEREAS, the execution and delivery of this Supplemental Indenture No. ___
(herein, "this Supplemental Indenture") have been duly authorized by a
resolution adopted by the Board of Directors of the Company;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to set forth the terms and conditions upon which the
Securities are, and are to be, authenticated, issued and delivered, and in
consideration of the premises of the purchase and acceptance of the Securities
by the Holders thereof and the sum of one dollar duly paid to it by the Trustee
at the execution of this Supplemental Indenture, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective Holders from time to time of the
Securities, as follows:

                                  ARTICLE ONE.
                       RELATION TO INDENTURE; DEFINITIONS

     SECTION 1.01.      INTEGRAL PART OF INDENTURE. This Supplemental Indenture
constitutes an integral part of the Indenture.

     SECTION 1.02.      DEFINITIONS; REFERENCES TO ARTICLES AND SECTIONS; TERMS
REFERRING TO THIS SUPPLEMENTAL INDENTURE. For all purposes of this Supplemental
Indenture:

          (a) Capitalized terms used herein without definition shall have the
     meanings specified in the Indenture;

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          (b) All references herein to Articles and Sections, unless otherwise
     specified, refer to the corresponding Articles and Sections of this
     Supplemental Indenture; and

          (c) The terms "hereof," "herein," "hereby," "hereto," "hereunder" and
     "herewith" refer to this Supplemental Indenture.

                                  ARTICLE TWO.
                                   SECURITIES

     SECTION 2.01.      DESIGNATION AND PRINCIPAL AMOUNT. There shall be a
series of debt securities designated the "__________" (the "Securities"). The
Securities shall be limited to $__________ aggregate principal amount.

     SECTION 2.02.      STATED MATURITY DATE. Except as otherwise provided in
Section 2.05 hereof, the principal amount of the Securities shall be payable on
the stated maturity date of __________.

     SECTION 2.03.      INTEREST PAYMENT DATES. The Securities shall be dated
their date of authentication as provided in the Indenture and shall bear
interest from their date at the rate of _____% per annum payable semi-annually
on __________ and __________ of each year, commencing __________. The Regular
Record Dates with respect to such __________ and __________ interest payment
dates shall be ___________ and ___________, respectively. Principal and interest
shall be payable to the persons and in the manner provided in Sections 2.04 and
2.12 of the Indenture.

     SECTION 2.04.      OFFICE FOR PAYMENT. The Securities shall be payable at
the corporate trust office of the Trustee and at the offices of such paying
agents as the Company may appoint by Company Order in the future.

     SECTION 2.05.      REDEMPTION PROVISIONS. [The Securities are not
redeemable prior to their maturity.] [The Company, at its option, may redeem on
any date all or, from time to time, any part of the Securities, upon notice as
provided in the Indenture, at a redemption price equal to the greater of (i)
100% of the principal amount of such Securities to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon from and after the date of redemption discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus __ basis points, plus in each
case accrued and unpaid interest thereon to the date of redemption.

     "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable

                                        2
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maturity to the remaining term of such Securities. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.

     "Comparable Treasury Price " means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such third business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee is unable to obtain at least four such
Reference Treasury Dealer Quotations, the average of all such Quotations
obtained. "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.

     "Reference Treasury Dealer" means each of _____________________ and
_______________________, and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer.

     The Securities shall not be subject to any sinking fund.

     SECTION 2.06.      [REPAYMENT OF SECURITIES. The Securities will be
repayable on __________, at the option of the holders thereof, at 100% of their
principal amount, together with accrued and unpaid interest to ___________. In
order for a Security to be repaid, the Company must receive at the corporate
trust office of the Trustee during the period from and including ___________ to
and including the close of business on ___________ (or if ___________ is not a
Business Day, the next succeeding Business Day): (i) a Security with the form
entitled "Option to Elect Repayment" on the Security duly completed, or (ii) a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth
the name of the Holder of the Security, the principal amount of the Security,
the principal amount of the Security to be repaid, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Security
to be repaid (with the form entitled "Option to Elect Repayment" on the Security
duly completed) will be received at the Trustee's corporate trust office, no
later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter and such Security and form duly completed are received at
the Trustee's office, by such fifth Business Day. Effective exercise of the
repayment option by the holder of any Security shall be irrevocable. No transfer
or exchange of any Security (or, in the event that any Security is to be repaid
in part, such portion of the Security to be repaid) will be permitted after
exercise of the repayment option. The repayment option may be exercised by the
Holder of a Security for less than the entire principal amount of

                                        3
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the Security, provided the principal amount which is to be repaid is set forth
on the form entitled "Option to Elect Repayment" on the Security and is equal to
$1,000 or any integral multiple thereof. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Security for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable. Upon timely delivery of a Security to the Trustee
with the "Option to Elect Repayment" form completed in accordance with the
foregoing, the outstanding principal amount of such Security (or portion thereof
indicated on the "Option to Elect Repayment") shall become due and payable on
__________, at a price equal to ___% of the principal amount to be repaid plus
accrued and unpaid interest to __________.]

     SECTION 2.07.      AUTHORIZED DENOMINATIONS. The Securities shall be issued
in fully registered form without coupons in denominations of $1,000 and integral
multiples thereof.

     SECTION 2.08.      Form of. The Securities shall initially be in the form
attached as Exhibit A hereto.

                                 ARTICLE THREE.
                                  MISCELLANEOUS

     SECTION 3.01.      RECITALS OF FACT, EXCEPT AS STATED, ARE STATEMENTS OF
THE COMPANY. The recitals of fact herein and in the Securities (except the
Trustee's Certificate) shall be taken as statements of the Company and shall not
be construed as made by the Trustee.

     SECTION 3.02.      SUPPLEMENTAL INDENTURE TO BE CONSTRUED AS A PART OF THE
INDENTURE. This Supplemental Indenture shall be construed in connection with and
as a part of the Indenture.

     SECTION 3.03.      TRUST INDENTURE ACT TO CONTROL; SEVERABILITY OF
PROVISIONS CONTAINED IN SUPPLEMENTAL INDENTURE AND SECURITIES.

     (a)  If any provision of this Supplemental Indenture limits, qualifies, or
conflicts with another provision of the Indenture required to be included in
indentures qualified under the Trust Indenture Act of 1939 (as enacted prior to
the date of this Supplemental Indenture) by any of the provisions of Sections
310 to 317, inclusive, of said Act, such required provisions shall control.

     (b)  In case any one or more of the provisions contained in this
Supplemental Indenture or in the debt securities issued hereunder should be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.

     SECTION 3.04.      REFERENCES TO EITHER PARTY IN SUPPLEMENTAL INDENTURE
INCLUDE SUCCESSORS OR ASSIGNS. Whenever in this Supplemental Indenture either of
the parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Indenture contained by or on behalf of the Company or by or on
behalf of the Trustee shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.

     SECTION 3.05.      PROVISION FOR EXECUTION IN COUNTERPARTS; TABLE OF
CONTENTS AND DESCRIPTIVE HEADINGS OF ARTICLES NOT TO AFFECT MEANING.

                                        4
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     (a)  This Supplemental Indenture may be simultaneously executed in several
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

     (b)  The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Indenture were formulated, used and inserted in
this Supplemental Indenture for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.

     IN WITNESS WHEREOF, OGE ENERGY CORP. has caused this Supplemental Indenture
to be signed by its President or a Vice President, and attested by its Secretary
or an Assistant Secretary, and UMB BANK, N.A. has caused this Supplemental
Indenture to be signed by its President, Vice President or Assistant Vice
President, and attested by a Vice President, this ____ day of _________________.

                                    OGE ENERGY CORP.


                                    By:
                                       --------------------------------------
                                        Steven E. Moore
                                        President and Chief Executive Officer

ATTEST:

By:
   ------------------------------
    Carla D. Brockman
    Secretary

                                    UMB BANK, N.A., as Trustee


                                    By:
                                       --------------------------------------
                                        Assistant Vice President

ATTEST:

By:
   ------------------------------
    Vice President

                                        5
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                                                                       EXHIBIT A

                                FORM OF SECURITY

REGISTERED                                                            REGISTERED

     THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

                                OGE ENERGY CORP.

                                    SECURITY

CUSIP:                                       NUMBER: R-

ORIGINAL ISSUE DATE(S):                      PRINCIPAL AMOUNT(S):

INTEREST RATE:                               MATURITY DATE:

     OGE ENERGY CORP., a corporation of the State of Oklahoma (the "Company"),
for value received hereby promises to pay to ___________ or registered assigns,
the principal sum of

on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date (or if this Global Security has two or more Original Issue
Dates, interest shall, beginning on each such Original Issue Date, begin to
accrue for that part of the principal amount to which that Original Issue Date
is applicable) set forth above or from the most recent Interest Payment Date

                                        6
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to which interest has been paid or duly provided for, semiannually in arrears on
___________ and ___________ in each year, commencing on the first such Interest
Payment Date succeeding the applicable Original Issue Date set forth above, at
the per annum Interest Rate set forth above, until the principal hereof is paid
or made available for payment. No interest shall accrue on the Maturity Date, so
long as the principal amount of this Global Security is paid on the Maturity
Date. The interest so payable and punctually paid or duly provided for on any
such Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security is registered at the close of business on the
Regular Record Date for such interest, which shall be the ____________ or the
___________, as the case may be, next preceding such Interest Payment Date;
provided that the first Interest Payment Date for any part of this Security, the
Original Issue Date of which is after a Regular Record Date but prior to the
applicable Interest Payment Date, shall be the Interest Payment Date following
the next succeeding Regular Record Date; and provided that interest payable on
the Maturity Date set forth above or, if applicable, upon redemption, repayment
or acceleration, shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in the Indenture (as defined below), any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and shall be paid to the
Person in whose name this Security is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Security holders not more than
fifteen days or fewer than ten days prior to such Special Record Date. On or
before 10:00 a.m., New York City time, or such other time as shall be agreed
upon between the Trustee and the Depositary, of the day on which such payment of
interest is due on this Global Security (other than maturity), the Trustee shall
pay to the Depositary such interest in same day funds. On or before 10:00 a.m.,
New York City time, or such other time as shall be agreed upon between the
Trustee and the Depositary, of the day on which principal, interest payable at
maturity and premium, if any, is due on this Global Security, the Trustee shall
deposit with the Depositary the amount equal to the principal, interest payable
at maturity and premium, if any, by wire transfer into the account specified by
the Depositary. As a condition to the payment, on the Maturity Date or upon
redemption, repayment or acceleration, of any part of the principal and
applicable premium of this Global Security, the Depositary shall surrender, or
cause to be surrendered, this Global Security to the Trustee, whereupon a new
Global Security shall be issued to the Depositary.

     This Global Security is a global security in respect of a duly authorized
issue of ___________ (the "Securities of this Series", which term includes any
Global Securities representing such Securities) of the Company issued and to be
issued under an Indenture dated as of          ___________between the Company
and UMB Bank, N.A. as trustee (the "Trustee", which term includes any successor
Trustee under the Indenture) (the "Indenture"). Under the Indenture, one or more
series of debt securities may be issued and, as used herein, the term
"Securities" refers to the Securities of this Series and any other outstanding
series of Securities. Reference is hereby made to the Indenture for a more
complete statement of the respective rights, limitations of rights, duties and
immunities under the Indenture of the Company, the Trustee and the Security
holders and of the terms upon which the Securities are and are to be
authenticated and delivered. This Global Security has been issued in respect of
the series designated on the first page hereof, limited in aggregate principal
amount to $____________.

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     Each Security of this Series shall be dated and issued as of the date of
its authentication by the Trustee and shall bear an Original Issue Date or
Dates. Each Security or Global Security issued upon transfer, exchange or
substitution of such Security or Global Security shall bear the Original Issue
Date or Dates of such transferred, exchanged or substituted Security or Global
Security, as the case may be.

     [This Global Security is not redeemable prior to maturity.] [The Company,
at its option, may redeem on any date all or, from time to time, any part of
this Global Security at a redemption price equal to the greater of (i) 100% of
the principal amount of this Global Security to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus _____
basis points, plus in each case accrued and unpaid interest thereon to the date
of redemption.

     "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities of this Series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this Series. "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.

     "Comparable Treasury Price " means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such third business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee is unable to obtain at least four such
Reference Treasury Dealer Quotations, the average of all such Quotations
obtained. "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.

     "Reference Treasury Dealer" means each of _______________________________
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

                                        8
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     Notice of redemption will be given by mail to Holders of Securities of this
Series not less than 30 or more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. In the event of redemption of this
Global Security in part only, a new Global Security or Securities of like tenor
and series for the unredeemed interest hereof will be issued in the name of the
Security holder hereof upon the surrender hereof.

     [The Securities of this Series will be repayable on ___________, at the
option of the Holders thereof, at 100% of their principal amount, together with
accrued and unpaid interest to _________. In order for this Global Security to
be repaid, the Company must receive at the corporate trust office of the Trustee
during the period from and including ___________ to and including the close of
business on ___________ (or if ____________ is not a Business Day, the next
succeeding Business Day): (i) this Global Security with the form entitled
"Option to Elect Repayment" on this Global Security duly completed, or (ii) a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth
the name of the Holder of this Global Security, the principal amount of this
Global Security, the principal amount of this Global Security to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Global Security (with the form entitled "Option to Elect
Repayment" on this Global Security duly completed) will be received at the
Trustee's corporate trust office, no later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter and this Global
Security and form duly completed are received at the Trustee's office, by such
fifth Business Day. Effective exercise of the repayment option by the Holder of
any Security of this Series shall be irrevocable. No transfer or exchange of any
Security of this Series (or, in the event that any Security of this Series is to
be repaid in part, such portion of the Security of this Series to be repaid)
will be permitted after exercise of the repayment option. The repayment option
may be exercised by the Holder of a Security of this Series for less than the
entire principal amount of the Security of this Series, provided the principal
amount which is to be repaid is set forth on the form entitled "Option to Elect
Repayment" on the Security of this Series and is equal to $1,000 or any integral
multiple thereof. All questions as to the validity, eligibility (including time
of receipt) and acceptance of any Security of this Series for repayment will be
determined by the Company, whose determination will be final, binding and
non-appealable. Upon timely delivery of a Security of this Series to the Trustee
with the "Option to Elect Repayment" form completed in accordance with the
foregoing, the outstanding principal amount of such Security of this Series (or
portion thereof indicated in the "Option to Elect Repayment") shall become due
and payable on ___________, at a price equal to ___% of the principal amount to
be repaid plus accrued and unpaid interest to ______________.]

     Interest payments for this Global Security shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or date on which the principal of this Global Security is required to be
paid is not a Business Day, then payment of principal, premium or interest need
not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on such Interest Payment Date or date
on which the principal of this Global Security is required to be paid and, in
the case of timely payment thereof, no interest shall accrue for the period from
and after such Interest Payment Date or the date on which the principal of this
Global Security is required to be paid.

                                        9
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     The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Securities (except for certain obligations including obligations
to register the transfer or exchange of Securities, replace stolen, lost or
mutilated Securities, maintain paying agencies and hold monies for payment in
trust, all as set forth in the Indenture) if the Company deposits with the
Trustee money, U.S. Government Obligations which through the payment of interest
thereon and principal thereof in accordance with their terms will provide money,
or a combination of money and U.S. Government Obligations, in any event in an
amount sufficient, without reinvestment, to pay all the principal of and any
premium and interest on the Securities on the dates such payments are due in
accordance with the terms of the Securities.

     If an Event of Default shall occur and be continuing, the principal of the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Security holders under the Indenture at any time
by the Company and the Trustee with the consent of the Holders of not less than
a majority in principal amount of the outstanding Securities. Any such consent
or waiver by the Holder of this Global Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Global Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu thereof whether or not notation of such consent or waiver is made
upon the Security.

     As set forth in and subject to the provisions of the Indenture, no Holder
of any Securities will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to such Securities, the Holders of not less than a majority in
principal amount of the outstanding Securities affected by such Event of Default
shall have made written request and offered reasonable indemnity to the Trustee
to institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium or interest on this Security on or after the
respective due dates expressed here.

     No reference herein to the Indenture and to provisions of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Global Security at the times, places and rates and
the coin or currency prescribed in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Global Security may be transferred only as permitted by the legend
hereto.

     If at any time the Depositary for this Global Security notifies the Company
that it is unwilling or unable to continue as Depositary for this Global
Security or if at any time the Depositary for this Global Security shall no
longer be eligible or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation, the Company shall
appoint a successor Depositary with respect to this Global Security. If a

                                       10
<Page>

successor Depositary for this Global Security is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election to issue this Security in global form
shall no longer be effective with respect to this Global Security and the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities of this Series in exchange
for this Global Security, will authenticate and deliver individual Securities of
this Series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of this Global Security.

     The Company may at any time and in its sole discretion determine that all
Securities of this Series (but not less than all) issued or issuable in the form
of one or more Global Securities shall no longer be represented by such Global
Security or Securities. In such event, the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of this Series in exchange for such Global Security, shall
authenticate and deliver, individual Securities of this Series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Securities in exchange for such Global
Security or Securities.

     Under certain circumstances specified in the Indenture, the Depositary may
be required to surrender any two or more Global Securities which have identical
terms (but which may have differing Original Issue Dates) to the Trustee, and
the Company shall execute and the Trustee shall authenticate and deliver to, or
at the direction of, the Depositary a Global Security in principal amount equal
to the aggregate principal amount of, and with all terms identical to, the
Global Securities surrendered thereto and that shall indicate all Original Issue
Dates and the principal amount applicable to each such Original Issue Date.

     The Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of Oklahoma.

     Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Global Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

     All terms used in this Global Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture unless otherwise
indicated herein.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                                       OGE ENERGY CORP.


                                                By:
                                                   -----------------------------
                                                              President

                                       11
<Page>

                                                Attest:
                                                       -------------------------
                                                               Secretary

Dated:

             TRUSTEE'S CERTIFICATE
               OF AUTHENTICATION

This Security is one of the Securities of the
series herein designated, described or provided
for in the within-mentioned Indenture.

           UMB BANK, N.A., as Trustee


By:
   --------------------------------------------
                Authorized Officer

                                       12
<Page>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.

TEN COM -- as tenants in common             UNIF GIFT
                                            MIN ACT --         Custodian
                                                       -------------------------
                                                        (Cust)           (Minor)

TEN ENT -- as tenants by the entireties     Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right of    ------------------------------------
survivorship and not as tenants in common                   State

                    Additional abbreviations may also be used
                          though not in the above list.

                                   -----------

               FOR VALUE RECEIVED the undersigned hereby sell(s),
                         assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   Please print or typewrite name and address
                      including postal zip code of assignee

-------------------------------------------
the within debt security and all rights
thereunder, hereby irrevocably constituting
and appointing ________ attorney to
transfer said debt security on the books of
the Company, with full power of
substitution in the premises.

Dated:
       ------------------------------------
                                            ------------------------------------
                                             NOTICE: The signature to this
                                             assignment must correspond with the
                                             name as written upon the face of
                                             the within instrument in every
                                             particular, without alteration or
                                             enlargement or any change whatever.

                                       13