Exhibit 4.02


 




 





SUPPLEMENTAL INDENTURE NO. 7


 


 


FROM


 


 


OKLAHOMA GAS AND ELECTRIC


COMPANY


 


TO


 


UMB BANK, N.A.


 


TRUSTEE


 










 


DATED AS OF JANUARY 1, 2006


 










 


 


SUPPLEMENTAL TO INDENTURE


DATED AS OF OCTOBER 1, 1995




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Parties

  	
   

  	
  1

  
	
  Recitals

  	
   

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
  RELATION TO INDENTURE; DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 1.01

  	
  Integral
  Part of Indenture

  	
  2

  
	
  SECTION 1.02

  	
  (a)

  	
  Definitions

  	
  2

  
	
   

  	
  (b)

  	
  References to
  Articles and Sections

  	
  2

  
	
   

  	
  (c)

  	
  Terms Referring
  to this Supplemental Indenture

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
  5.15% SENIOR NOTES, SERIES DUE JANUARY 15,
  2016

  	
   

  
	
   

  	
   

  
	
  SECTION 2.01

  	
  Designation and
  Principal Amount

  	
  3

  
	
  SECTION 2.02

  	
  Stated Maturity
  Date

  	
  3

  
	
  SECTION 2.03

  	
  Interest Payment
  Dates

  	
  3

  
	
  SECTION 2.04

  	
  Office for
  Payment

  	
  3

  
	
  SECTION 2.05

  	
  Redemption
  Provisions

  	
  3

  
	
  SECTION 2.06

  	
  Authorized
  Denominations

  	
  4

  
	
  SECTION 2.07

  	
  Occurrence of
  Release Date

  	
  4

  
	
  SECTION 2.08

  	
  Form of
  5.15% Senior Notes, Series Due January 15, 2016

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
  5.75% SENIOR NOTES, SERIES DUE JANUARY 15,
  2036

  	
   

  
	
   

  	
   

  
	
  SECTION 3.01

  	
  Designation and
  Principal Amount

  	
  5

  
	
  SECTION 3.02

  	
  Stated Maturity
  Date

  	
  5

  
	
  SECTION 3.03

  	
  Interest Payment
  Dates

  	
  5

  
	
  SECTION 3.04

  	
  Office for
  Payment

  	
  5

  
	
  SECTION 3.05

  	
  Redemption
  Provisions

  	
  5

  
	
  SECTION 3.06

  	
  Authorized
  Denominations

  	
  6

  
	
  SECTION 3.07

  	
  Occurrence of
  Release Date

  	
  6

  
	
  SECTION 3.08

  	
  Form of
  5.75% Senior Notes, Series Due January 15, 2036

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  SECTION 4.01

  	
  Recitals of
  fact, except as stated, are statements of the Company

  	
  6

  
	
  SECTION 4.02

  	
  Supplemental
  Indenture to be construed as a part of the Indenture

  	
  7

  
	
  SECTION 4.03

  	
  (a)

  	
  Trust Indenture
  Act to control

  	
  7

  
	
   

  	
  (b)

  	
  Severability of
  provisions contained in Supplemental Indenture and Notes

  	
  7

  



 


i





















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 4.04

  	
  References to
  either party in Supplemental Indenture include successors or assigns

  	
  7

  
	
  SECTION 4.05

  	
  (a)

  	
  Provision for
  execution in counterparts

  	
  7

  
	
   

  	
  (b)

  	
  Table of
  Contents and descriptive headings of Articles not to affect meaning

  	
  7

  



 


	
  Exhibit A –
  Form of 5.15% Senior Notes, Series due January 15, 2016

  	
   

  
	
  Exhibit B –
  Form of 5.75% Senior Notes, Series due January 15, 2036

  	
   

  



 


ii





















 


SUPPLEMENTAL INDENTURE No. 7,
made as of the 1st day of January, 2006 by and between OKLAHOMA GAS AND
ELECTRIC COMPANY, 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 duly organized and existing under the laws of the United States, as
trustee (the “Trustee”):


 


WITNESSETH:


 


WHEREAS, the Company has
heretofore executed and delivered its Indenture (hereinafter referred to as the
“Indenture”), made as of October 1, 1995; and


 


WHEREAS, the Company has
heretofore executed and delivered its Supplemental Indenture No. 1 dated
as of October 16, 1995, adding to the covenants, conditions and agreements
of the Indenture certain additional covenants, conditions and agreements to be
observed by the Company, and creating two series of Notes designated “7.30%
Senior Notes, Series due October 15, 2025” and “6.250% Senior Notes, Series due
October 15, 2000”; and


 


WHEREAS, the Company has
heretofore executed and delivered its Supplemental Indenture No. 2 dated
as of July 1, 1997, adding to the covenants, conditions and agreements of
the Indenture certain additional covenants, conditions and agreements to be
observed by the Company, and creating two series of Notes designated “6.65%
Senior Notes, Series due October 15, 2027” and “6.50% Senior Notes, Series due
July 15, 2017”; and


 


WHEREAS, the Company has
heretofore executed and delivered its Supplemental Indenture No. 3 dated
as of April 1, 1998, adding to the covenants, conditions and agreements of
the Indenture certain additional covenants, conditions and agreements to be
observed by the Company, and creating a series of Notes designated “61⁄2% Senior
Notes, Series due April 15, 2028”; and


 


WHEREAS, the Company has
heretofore executed and delivered its Supplemental Indenture No. 4 dated
as of October 15, 2000, adding to the covenants, conditions and agreements
of the Indenture certain additional covenants, conditions and agreements to be
observed by the Company, and creating a series of Notes designated “7.125%
Senior Notes, Series due October 15, 2005”; and


 


WHEREAS, the Company, the
Trustee and The Bank of New York (the “Prior Trustee”) have heretofore executed
and delivered Supplemental Indenture No. 5 dated as of October 24,
2001, providing for the resignation of the Prior Trustee and the acceptance, by
the Trustee, of its appointment as trustee and the assumption of all duties and
responsibilities of the trustee under the Indenture; and


 


WHEREAS, the Company has
heretofore executed and delivered its Supplemental Indenture No. 6 dated
as of August 1, 2004, adding to the covenants, conditions and agreements
of the Indenture certain additional covenants, conditions and agreements to be
observed by the Company, and creating a series of Notes designated “6.50%
Senior Notes, Series due August 1, 2034”; and


 





















 


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


 


WHEREAS, Boatmen’s First
National Bank of Oklahoma was formerly the Trustee under the Indenture and
NationsBank, N.A. succeeded Boatmen’s First National Bank of Oklahoma as
Trustee pursuant to Section 9.13 of the Indenture, The Bank of New York
subsequently succeeded Boatmen’s First National Bank of Oklahoma as Trustee
pursuant to Section 9.13 of the Indenture and UMB Bank, N.A., has
subsequently succeeded The Bank of New York as Trustee pursuant to Section 9.11
of the Indenture; and


 


WHEREAS, the Company has
this day delivered a Company Order setting forth the terms of two series of
Notes designated “5.15% Senior Notes, Series due January 15, 2016”
(hereinafter sometimes referred to as the “Senior Notes due 2016”) and “5.75%
Senior Notes, Series due January 15, 2036” (hereinafter sometimes
referred to as the “Senior Notes due 2036”); and


 


WHEREAS, Section 13.01
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 Notes or establishing or reflecting any terms of any Note and
adding to the covenants of the Company; and


 


WHEREAS, the execution
and delivery of this Supplemental Indenture No. 7 (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 Senior Notes due 2016 and Senior Notes
due 2036 are, and are to be, authenticated, issued and delivered, and in
consideration of the premises of the purchase and acceptance of the Senior
Notes due 2016 and Senior Notes due 2036 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 Senior Notes due 2016 and Senior
Notes due 2036, as follows:


 


ARTICLE ONE

RELATION TO INDENTURE; DEFINITIONS


 


SECTION 1.01       This
Supplemental Indenture constitutes an integral part of the Indenture.


 


SECTION 1.02       For
all purposes of this Supplemental Indenture:


 


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


 


2





















 


(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

5.15% SENIOR NOTES, SERIES DUE JANUARY 15, 2016


 


SECTION 2.01       There
shall be a series of Notes designated the “5.15% Senior Notes, Series due January 15,
2016” (the “Senior Notes due 2016”).  The
Senior Notes due 2016 shall be limited to $110,000,000 aggregate principal
amount.


 


SECTION 2.02       Except
as otherwise provided in Section 2.05 hereof, the principal amount of the
Senior Notes due 2016 shall be payable on the stated maturity date of January 15,
2016.


 


SECTION 2.03       The
Senior Notes due 2016 shall be dated their date of authentication as provided
in the Indenture and shall bear interest from their date at the rate of 5.15%
per annum, payable semiannually on January 15 and July 15 of each
year, commencing July 15, 2006.  The
Regular Record Dates with respect to such January 15 and July 15
interest payment dates shall be January 1 and July 1,
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       The
Senior Notes due 2016 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       The
Company, at its option, may redeem on any date all or, from time to time, any
part of the Senior Notes due 2016, upon notice as provided in the Indenture, at
a redemption price equal to the greater of (i) 100% of the principal
amount of such Senior Notes due 2016 to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest
accrued to the date of redemption) discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 15 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 (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Remaining Life
(as defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semiannual equivalent yield


 


3





















 


to maturity of the Comparable Treasury Issue,
calculated using 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.  The Treasury Rate
will be calculated on the third business day preceding the date fixed for
redemption.


 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (“Remaining Life”)
of the Senior Notes due 2016 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 such Senior Notes due 2016.


 


“Comparable Treasury
Price” means (1) the average of five Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.


 


“Independent Investment
Banker” means either J.P. Morgan Securities Inc., Wachovia Capital Markets,
LLC, or another independent investment banking institution of national standing
appointed by the Company.


 


“Reference Treasury
Dealer” means (1) J.P. Morgan Securities Inc. and its successors,
provided, however, that if the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute therefor another Primary Treasury Dealer and (2) any
other Primary Treasury Dealer selected by the Company after consultation with
the Independent Investment Banker.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Independent Investment
Banker, 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 Independent Investment Banker at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.


 


The Senior Notes due 2016
shall not be subject to any sinking fund.


 


SECTION 2.06       The
Senior Notes due 2016 shall be issued in fully registered form without coupons
in denominations of $1,000 and integral multiples thereof.


 


SECTION 2.07       The
Release Date (as defined in the Indenture) occurred on April 6, 1998.  Accordingly, the Senior Notes due 2016 shall
be issued as unsecured general obligations of the Company.  The Senior Notes due 2016, and all other
Notes issued or to be issued under the Indenture, will not be secured by First
Mortgage Bonds of the Company and will not be entitled to the lien of or the
benefits provided by the First Mortgage, which has been extinguished.


 


SECTION 2.08       The
Senior Notes due 2016 shall initially be in the form attached as Exhibit A
hereto.


 


4





















 


ARTICLE THREE

5.75% SENIOR NOTES, SERIES DUE JANUARY 15, 2036


 


SECTION 3.01       There
shall be a series of Notes designated the “5.75% Senior Notes, Series due January 15,
2036” (the “Senior Notes due 2036”).  The
Senior Notes due 2036 shall be limited to $110,000,000 aggregate principal
amount.


 


SECTION 3.02       Except
as otherwise provided in Section 3.05 hereof, the principal amount of the
Senior Notes due 2036 shall be payable on the stated maturity date of January 15,
2036.


 


SECTION 3.03       The
Senior Notes due 2036 shall be dated their date of authentication as provided
in the Indenture and shall bear interest from their date at the rate of 5.75%
per annum, payable semiannually on January 15 and July 15 of each
year, commencing July 15, 2006.  The
Regular Record Dates with respect to such January 15 and July 15
interest payment dates shall be January 1 and July 1,
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 3.04       The
Senior Notes due 2036 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 3.05       The
Company, at its option, may redeem on any date all or, from time to time, any
part of the Senior Notes due 2036, upon notice as provided in the Indenture, at
a redemption price equal to the greater of (i) 100% of the principal
amount of such Senior Notes due 2036 to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest
accrued to the date of redemption) discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 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 (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Remaining Life
(as defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the Treasury
Rate will be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using 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.  The Treasury Rate
will be calculated on the third business day preceding the date fixed for
redemption.


 


5





















 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (“Remaining Life”)
of the Senior Notes due 2036 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 such Senior Notes due 2036.


 


“Comparable Treasury
Price” means (1) the average of five Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment
Banker” means either J.P. Morgan Securities Inc., Wachovia Capital Markets,
LLC, or another independent investment banking institution of national standing
appointed by the Company.


 


“Reference Treasury
Dealer” means (1) J.P. Morgan Securities Inc. and its successors,
provided, however, that if the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute therefor another Primary Treasury Dealer and (2) any
other Primary Treasury Dealer selected by the Company after consultation with
the Independent Investment Banker.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Independent Investment
Banker, 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 Independent Investment Banker at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.


 


The Senior Notes due 2036
shall not be subject to any sinking fund.


 


SECTION 3.06       The
Senior Notes due 2036 shall be issued in fully registered form without coupons
in denominations of $1,000 and integral multiples thereof.


 


SECTION 3.07       The
Release Date (as defined in the Indenture) occurred on April 6, 1998.  Accordingly, the Senior Notes due 2036 shall
be issued as unsecured general obligations of the Company.  The Senior Notes due 2036, and all other
Notes issued or to be issued under the Indenture, will not be secured by First
Mortgage Bonds of the Company and will not be entitled to the lien of or the
benefits provided by the First Mortgage, which has been extinguished.


 


SECTION 3.08       The
Senior Notes due 2036 shall initially be in the form attached as Exhibit B
hereto.


 


ARTICLE FOUR

MISCELLANEOUS


 


SECTION 4.01       The
recitals of fact herein and in the Senior Notes due 2016 and in the Senior
Notes due 2036 (except the Trustee’s Certificate) shall be taken as statements
of the Company and shall not be construed as made by the Trustee.


 


6





















 


SECTION 4.02       This
Supplemental Indenture shall be construed in connection with and as a part of
the Indenture.


 


SECTION 4.03


 


(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 notes 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 4.04       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 4.05


 


(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.


 


[Signature page follows]


 


7





















 


IN WITNESS WHEREOF,
OKLAHOMA GAS AND ELECTRIC COMPANY 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., as Trustee, has caused this
Supplemental Indenture to be signed by its President or Vice President, and
attested by a Secretary or an Assistant Secretary, all as of the date first
above written.


 


	
   

  	
  OKLAHOMA GAS AND
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James R.
  Hatfield

  	
   

  
	
   

  	
  James R. Hatfield, Senior Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Carla D.
  Brockman

  	
   

  	
   

  	
   

  
	
  Carla D.
  Brockman, Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UMB BANK, N.A.,
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony P.
  Hawkins

  	
   

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Lara S.
  Stevens

  	
   

  	
   

  	
   

  
	
  Assistant Secretary

  	
   

  
							



 





















 


EXHIBIT A


 


Form of
5.15% Senior Note, Series 

due January 15, 2016


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


THIS NOTE IS A GLOBAL
NOTE 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 NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE 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 NOTE 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.


 


OKLAHOMA GAS AND ELECTRIC COMPANY


 


5.15% SENIOR NOTE, SERIES DUE JANUARY 15, 2016


 


	
  CUSIP/ISIN:
  678858BG5/US678858BG56

  	
   

  	
  NUMBER:
  R-1

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE(S): 

  JANUARY 9, 2006

  	
   

  	
  PRINCIPAL
  AMOUNT(S): $110,000,000

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE: 5.15%

  	
   

  	
  MATURITY
  DATE:  JANUARY 15, 2016

  



 


OKLAHOMA GAS AND ELECTRIC
COMPANY, a corporation of the State of Oklahoma (the “Company”), for value
received hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of


 


ONE HUNDRED TEN
MILLION DOLLARS


 


on the Maturity Date set forth above, and to pay
interest thereon from the Original Issue Date (or if this Global Note 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 to which interest has been paid or duly provided for,
semiannually in arrears on January 15 and July 15 in


 





















 


each year, commencing on July 15, 2006, 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 Note 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 Note is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 1 or the July 1,
as the case may be, next preceding such Interest Payment Date, provided that
the first Interest Payment Date for any part of this Note, 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 Note 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 Noteholders 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 Note (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 Note, 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 Note, the Depositary shall surrender, or
cause to be surrendered, this Global Note to the Trustee, whereupon a new
Global Note shall be issued to the Depositary.


 


This Global Note is a
global security in respect of a duly authorized issue of 5.15% Senior Notes, Series due
January 15, 2016 (the “Notes of this Series,” which term includes any
Global Notes representing such Notes) of the Company issued and to be issued
under an Indenture dated as of October 1, 1995 between the Company and UMB
Bank, N.A., as successor trustee (the “Trustee,” which term includes any
subsequent successor Trustee under the Indenture) to Boatmen’s First National
Bank of Oklahoma, and indentures supplemental thereto (collectively, the “Indenture”).
Under the Indenture, one or more series of notes may be issued and, as used
herein, the term “Notes” refers to the Notes of this Series and any other
outstanding series of Notes. 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
Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered. This Global Note has been issued in respect of the
series designated on the first page hereof, limited in aggregate principal
amount to $110,000,000.


 


Each Note 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 Note or Global Note issued
upon transfer, exchange or substitution of such Note or Global Note shall bear
the Original Issue


 


2





















 


Date or Dates of
such transferred, exchanged or substituted Note or Global Note, as the case may
be.


 


The Company, at its
option, may redeem on any date all or, from time to time, any part of this
Global Note, upon notice as provided in the Indenture, at a redemption price
equal to the greater of (i) 100% of the principal amount of this Global
Note to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued to the date of redemption)
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 15 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 (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Remaining Life
(as defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using 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.  The Treasury
Rate will be calculated on the third business day preceding the date fixed for
redemption.


 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (“Remaining Life”)
of the Notes 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 Notes of this Series.


 


“Comparable Treasury
Price” means (1) the average of five Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment
Banker” means either J.P. Morgan Securities Inc., Wachovia Capital Markets,
LLC, or another independent investment banking institution of national standing
appointed by the Company.


 


“Reference Treasury
Dealer” means (1) J.P. Morgan Securities Inc. and its successors,
provided, however, that if the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute therefor


 


3





















 


another Primary
Treasury Dealer and (2) any other Primary Treasury Dealer selected by the
Company after consultation with the Independent Investment Banker.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Independent Investment
Banker, 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 Independent Investment Banker at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.


 


Notice of redemption will
be given by mail or by electronic communication (including e-mail) to Holders
of Notes 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 Note in part only, a new Global Note or Notes of like
tenor and series for the unredeemed interest hereof will be issued in the name
of the Noteholder hereof upon the surrender hereof.


 


Interest payments for
this Global Note 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 Note 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 Note 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 Note is required
to be paid.


 


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 Notes (except for
certain obligations including obligations to register the transfer or exchange
of Notes, replace stolen, lost or mutilated Notes, 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
Notes on the dates such payments are due in accordance with the terms of the
Notes.


 


If an Event of Default
shall occur and be continuing, the principal of the Notes 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 Noteholders 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 Notes. Any such consent or waiver by the Holder of this
Global Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Global Note and of any Note 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 Note.


 


4





















 


As set forth in and
subject to the provisions of the Indenture, no Holder of any Notes 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 Notes, the
Holders of not less than a majority in principal amount of the outstanding
Notes 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 Note on or after the respective due dates expressed
here.


 


No reference herein to
the Indenture and to provisions of this Global Note 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 Note 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
Note may be transferred only as permitted by the legend hereto.


 


If at any time the
Depositary for this Global Note notifies the Company that it is unwilling or
unable to continue as Depositary for this Global Note or if at any time the
Depositary for this Global Note 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 Note. If a successor Depositary for this Global Note 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 Note in global form shall no longer be effective with respect to this
Global Note and the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Notes of this Series in
exchange for this Global Note, will authenticate and deliver individual Notes
of this Series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of this Global Note.


 


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


 


Under certain
circumstances specified in the Indenture, the Depositary may be required to
surrender any two or more Global Notes 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 Note in principal amount equal to the aggregate
principal amount of, and with all terms identical to, the Global Notes
surrendered thereto and that shall indicate all Original Issue Dates and the
principal amount applicable to each such Original Issue Date.


 


5





















 


The Indenture and the
Notes 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 signatory, this
Global Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


 


All terms used in this
Global Note 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.


 


	
   

  	
  OKLAHOMA GAS AND
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
  TRUSTEE’S CERTIFICATE

  OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This Note is one
  of the Notes of the

  series herein designated, described or

  provided for in the within-mentioned

  Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UMB BANK, N.A., as Trustee

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
							



 


6





















 


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 note
  and all rights thereunder, hereby irrevocably constituting and appointing
                       
  attorney to transfer said note 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.

  



 


7





















 


	
   

  	
   

  	
  Signature
  Guaranteed By: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name of
  Eligible Guarantor Institution as

  defined by SEC Rule 17 Ad-15 (17 CFR

  240.17 Ad-15))

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
					



 


8





















 


EXHIBIT B


 


Form of
5.75% Senior Note, Series 

due January 15, 2036


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


THIS NOTE IS A GLOBAL NOTE
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 NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE 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 NOTE 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.


 


OKLAHOMA GAS AND ELECTRIC COMPANY


 


5.75% SENIOR NOTE, SERIES DUE JANUARY 15, 2036


 


	
  CUSIP/ISIN:
  678858BF7/US678858BF73

  	
   

  	
  NUMBER:
  R-1

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE(S): 

  JANUARY 9, 2006

  	
   

  	
  PRINCIPAL
  AMOUNT(S): $110,000,000

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE: 5.75%

  	
   

  	
  MATURITY
  DATE:  JANUARY 15, 2036

  



 


OKLAHOMA GAS AND ELECTRIC
COMPANY, a corporation of the State of Oklahoma (the “Company”), for value
received hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of


 


ONE HUNDRED TEN
MILLION DOLLARS


 


on the Maturity Date set forth above, and to pay
interest thereon from the Original Issue Date (or if this Global Note 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 to which interest has been paid or duly provided for,
semiannually in arrears on January 15 and July 15 in


 





















 


each year, commencing on July 15, 2006, 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 Note 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 Note is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 1 or the July 1,
as the case may be, next preceding such Interest Payment Date, provided that
the first Interest Payment Date for any part of this Note, 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 Note 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 Noteholders 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 Note (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 Note, 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 Note, the Depositary shall surrender, or
cause to be surrendered, this Global Note to the Trustee, whereupon a new
Global Note shall be issued to the Depositary.


 


This Global Note is a
global security in respect of a duly authorized issue of 5.75% Senior Notes, Series due
January 15, 2036 (the “Notes of this Series,” which term includes any
Global Notes representing such Notes) of the Company issued and to be issued
under an Indenture dated as of October 1, 1995 between the Company and UMB
Bank, N.A., as successor trustee (the “Trustee,” which term includes any
subsequent successor Trustee under the Indenture) to Boatmen’s First National
Bank of Oklahoma, and indentures supplemental thereto (collectively, the “Indenture”).
Under the Indenture, one or more series of notes may be issued and, as used
herein, the term “Notes” refers to the Notes of this Series and any other
outstanding series of Notes. 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
Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered. This Global Note has been issued in respect of the
series designated on the first page hereof, limited in aggregate principal
amount to $110,000,000.


 


Each Note 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 Note or Global Note issued
upon transfer, exchange or substitution of such Note or Global Note shall bear
the Original Issue


 


2





















 


Date or Dates of
such transferred, exchanged or substituted Note or Global Note, as the case may
be.


 


The Company, at its
option, may redeem on any date all or, from time to time, any part of this
Global Note, upon notice as provided in the Indenture, at a redemption price
equal to the greater of (i) 100% of the principal amount of this Global
Note to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued to the date of redemption)
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 25 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 (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Remaining Life
(as defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using 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.  The Treasury
Rate will be calculated on the third business day preceding the date fixed for
redemption.


 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (“Remaining Life”)
of the Notes 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 Notes of this Series.


 


“Comparable Treasury
Price” means (1) the average of five Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment
Banker” means either J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC,
or another independent investment banking institution of national standing
appointed by the Company.


 


“Reference Treasury
Dealer” means (1) J.P. Morgan Securities Inc. and its successors,
provided, however, that if the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute therefor


 


3





















 


another Primary
Treasury Dealer and (2) any other Primary Treasury Dealer selected by the
Company after consultation with the Independent Investment Banker.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Independent Investment
Banker, 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 Independent Investment Banker at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.


 


Notice of redemption will
be given by mail or by electronic communication (including e-mail) to Holders
of Notes 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 Note in part only, a new Global Note or Notes of like
tenor and series for the unredeemed interest hereof will be issued in the name
of the Noteholder hereof upon the surrender hereof.


 


Interest payments for this
Global Note 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 Note 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 Note
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 Note is required to be paid.


 


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 Notes (except for
certain obligations including obligations to register the transfer or exchange
of Notes, replace stolen, lost or mutilated Notes, 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
Notes on the dates such payments are due in accordance with the terms of the
Notes.


 


If an Event of Default
shall occur and be continuing, the principal of the Notes 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 Noteholders 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 Notes. Any such consent or waiver by the Holder of this
Global Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Global Note and of any Note 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 Note.


 


4





















 


As set forth in and
subject to the provisions of the Indenture, no Holder of any Notes 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 Notes, the
Holders of not less than a majority in principal amount of the outstanding
Notes 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 Note on or after the respective due dates expressed
here.


 


No reference herein to
the Indenture and to provisions of this Global Note 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 Note 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
Note may be transferred only as permitted by the legend hereto.


 


If at any time the
Depositary for this Global Note notifies the Company that it is unwilling or
unable to continue as Depositary for this Global Note or if at any time the
Depositary for this Global Note 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 Note. If a successor Depositary for this Global Note 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 Note in global form shall no longer be effective with respect to this
Global Note and the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Notes of this Series in
exchange for this Global Note, will authenticate and deliver individual Notes
of this Series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of this Global Note.


 


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


 


Under certain
circumstances specified in the Indenture, the Depositary may be required to
surrender any two or more Global Notes 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 Note in principal amount equal to the aggregate
principal amount of, and with all terms identical to, the Global Notes surrendered
thereto and that shall indicate all Original Issue Dates and the principal
amount applicable to each such Original Issue Date.


 


5





















 


The Indenture and the
Notes 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 signatory, this
Global Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


 


All terms used in this
Global Note 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.


 


	
   

  	
  OKLAHOMA GAS AND
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
  TRUSTEE’S CERTIFICATE

  OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This Note is one
  of the Notes of the

  series herein designated, described or

  provided for in the within-mentioned

  Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UMB BANK, N.A., as Trustee

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
							



 


6





















 


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 note
  and all rights thereunder, hereby irrevocably constituting and appointing
                       
  attorney to transfer said note 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.

  
				



 


7





















 


	
   

  	
   

  	
  Signature
  Guaranteed By: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name of
  Eligible Guarantor Institution as

  defined by SEC Rule 17 Ad-15 (17 CFR

  240.17 Ad-15))

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
					



 


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