exhibit415.htm


    Exhibit
4.15

    
      	
               

               

              FORM
      OF

               

               

              SUPPLEMENTAL
      INDENTURE NO.                        

               

               

              FROM

               

               

              
                OKLAHOMA
      GAS AND ELECTRIC COMPANY

              

               

              TO

               

               

              UMB
      BANK, N.A.

               

               

              TRUSTEE

               

               

              _______________________

               

               

              DATED
      AS OF

               

               

              _______

               

               

               

              SUPPLEMENTAL
      TO INDENTURE

              DATED
      AS OF OCTOBER 1, 1995

               

               

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      	
              Parties

            	
              1

            
	
              Recitals

            	
              1

            


    

    


    
      	
              ARTICLE
      ONE

            
	
              RELATION
      TO INDENTURE; DEFINITIONS

            


    

     

     

    
      	
              Section
      1.01.

            	 
      	
              Integral
      Part of Indenture

            	
              3

            
	
              Section
      1.02.

            	 
      	
              (a)        Definitions

            	
              3

            
	 
      	 
      	
              (b)        References
      to Articles and Sections

            	
              3

            
	 
      	 
      	
              (c)        Terms
      Referring to this Supplemental Indenture

            	
              3

            


    

     

     

    
      	
              ARTICLE
      TWO

            
	
              ____%
      SENIOR NOTES, SERIES DUE
____________

            


    

     

     

    
      	
              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

            	
              4

            
	
              Section
      2.06.

            	 
      	
              Option
      to Elect Repayment

            	
              4

            
	
              Section
      2.07.

            	 
      	
              Authorized
      Denominations

            	
              4

            
	
              Section
      2.08.

            	 
      	
              Occurrence
      of Release Date

            	
              4

            
	
              Section
      2.09.

            	 
      	
              Reopening
      of Series

            	
              4

            
	
              Section
      2.10.

            	 
      	
              Form
      of ______% Senior Notes, Series Due _________________

            	
              5

            


    

     

     

    
      	
              ARTICLE
      THREE

            
	
              MISCELLANEOUS

            


    

     

     

    
      	
              Section
      3.01.

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

            	
              5

            
	
              Section
      3.02.

            	 
      	
              Supplemental
      Indenture to be construed as a part of the Indenture

            	
              5

            
	
              Section
      3.03.

            	 
      	
              (a)     
      Trust
      Indenture Act to control

            	
              5

            
	 
      	 
      	
              (b)     
      Severability
      of provisions contained in Supplemental

            	 
      
	 
      	 
      	
              Indenture
      and Notes

            	
              5

            
	
              Section
      3.04.

            	 
      	
              References
      to either party in Supplemental Indenture include

            	 
      
	 
      	 
      	
              successors
      or assigns

            	
              5

            
	
              Section
      3.05.

            	 
      	
              (a)     
      Provision
      for execution in counterparts

            	
              5

            
	 
      	 
      	
              (b)     
      Table
      of Contents and descriptive headings of

            	 
      
	 
      	 
      	
              Articles
      not to affect meaning

            	
              5

            
	 
      	 
      
	 
      	 
      
	
              Exhibit
      A – Form of ______% Senior Notes, Series due
    _________________

            	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SUPPLEMENTAL
INDENTURE No. ____, made as of the _____ day of ______________, _______ 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,
the Company has heretofore executed and delivered its Supplemental Indenture
No. 7 dated as of January 1, 2006, 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 “5.15% Senior Notes, Series due January 15, 2016” and “5.75%
Senior Notes, Series due January 15, 2036”; and

     

    WHEREAS,
the Company has heretofore executed and delivered its Supplemental Indenture
No. 8 dated as of January 15, 2008, 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 “6.45% Senior Notes, Series due February 1, 2038”;
and

     

    WHEREAS,
the Company has heretofore executed and delivered its Supplemental Indenture
No. 9 dated as of September 1, 2008, 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 “6.350% Senior Notes, Series due September 1, 2018”;
and

     

    WHEREAS,
the Company has heretofore executed and delivered its Supplemental Indenture
No. 10 dated as of December 1, 2008, 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 “8.25% Senior Notes, Series due January 15, 2019”;
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 a
series of Notes designated “______% Senior Notes, Series due ___________, _____”
(hereinafter sometimes referred to as the “Senior Notes due ____”);
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. ____ (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:

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    That in
order to set forth the terms and conditions upon which the Senior Notes due
_____ 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 _____ 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 _____, 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;

     

    (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

    ______%
SENIOR NOTES, SERIES DUE _________________

     

    SECTION
2.01    There
shall be a series of Notes designated the “______% Senior Notes, Series due
_________________” (the “Senior Notes due _____”).  The Senior Notes
due _____ shall be limited to $____________ aggregate principal amount, except
as provided in Section 2.09 hereof.

     

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

     

    SECTION
2.03    The
Senior Notes due _____ 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    The
Senior Notes due _____ 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.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    SECTION
2.05    [Insert Redemption
Terms]

     

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

     

    SECTION
2.06    [The
Senior Notes due ____ 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 Senior Note due ____ 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 Senior Note due _____ with the form entitled “Option to
Elect Repayment” on the Senior Note due __________ duly completed, or (ii) a
telegram, telex, facsimile transmission or letter from a participant of the
Depository Trust Company in the United States of America setting forth the name
of the Holder of the Senior Note due ____, the principal amount of the Senior
Note due ____, the principal amount of the Senior Note due ____ to be repaid and
a statement that the option to elect repayment is being exercised thereby and
that the participant shall deliver such form entitled “Option to Elect
Repayment” on the Senior Note due ____ duly completed to 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 Note 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
Senior Note due ____ shall be irrevocable.  No transfer or exchange of
any Senior Note due ____ (or, in the event that any Senior Note due ____ is to
be repaid in part, such portion of the Senior Note due ____ to be repaid) will
be permitted after exercise of the repayment option.  The repayment
option may be exercised by the Holder of a Senior Note due ____ for less than
the entire principal amount of the Senior Note due ____, provided the principal
amount which is to be repaid is set forth on the form entitled “Option to Elect
Repayment” on the Senior Note due ____ 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 Senior Note due ____ for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable.  Upon timely delivery of a Senior Note due
____ to the Trustee with the “Option to Elect Repayment” form completed in
accordance with the foregoing, the outstanding principal amount of such Senior
Note due ____ (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    The
Senior Notes due _____ shall be issued in fully registered form without coupons
in denominations of $1,000 and integral multiples thereof.

     

    SECTION
2.08    The
Release Date (as defined in the Indenture) occurred on
April 6, 1998.  Accordingly, the Senior Notes due _____
shall be issued as unsecured general obligations of the Company.  The
Senior Notes due _____, 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
2.09    The
Senior Notes due _____ may be reopened and additional notes of the Senior Notes
due _____ may be issued in excess of the limitation set forth in Section 2.01,
provided that such additional notes will contain the same terms (including the
maturity date and

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    interest
payment terms) as the other Senior Notes due _____. Any such additional Senior
Notes due _____, together with the other Senior Notes due _____, shall
constitute a single series for purposes of the Indenture.

     

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

     

    ARTICLE
THREE 

    MISCELLANEOUS

     

    SECTION
3.01    The
recitals of fact herein and in the Senior Notes due _____ (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    This
Supplemental Indenture shall be construed in connection with and as a part of
the Indenture.

     

    SECTION
3.03 

     

    (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
3.04    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
3.05 

     

    (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]

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    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, a Vice President or
an Assistant Vice President, and attested by its Secretary, an Assistant
Secretary, a Vice President or an Assistant Vice President, all as of the date
first above written.

     

    
      	 
      	
              OKLAHOMA
      GAS AND ELECTRIC COMPANY

               

              By:                                                                

               

                     [Vice]
      President

            
	
              ATTEST:

                                                                                          

            	 
      
	
               

              [Assistant]
      Secretary

            	 
      
	 
      	
              UMB
      BANK, N.A., as Trustee

               

               

              By:                                                                

                        [Assistant]
      [Vice] President

            
	
               
      

               

            	 
      
	
              ATTEST:

               

                                                                       

                    [Assistant]
      Secretary

            	 
      


    

    


     

    


     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    Form
of ______% Senior Note, Series

     

    due
_________________

     

    
      	
              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

     

    ______%
SENIOR NOTE, SERIES DUE _________________

     

    
      	
              CUSIP:

            	
              NUMBER:
      R-

               

            
	
              ORIGINAL
      ISSUE DATE(S):

            	
              PRINCIPAL
      AMOUNT(S):

               

            
	
              INTEREST
      RATE:  ______%

            	
              MATURITY DATE: _________________

            


    

     

    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

     

    


     

    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
___________ and ___________ in each year, commencing on ___________, at the per
annum Interest Rate set 

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

    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 __________ 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 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 _____% Senior Notes, Series due
_________ (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.

     

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

     

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

    [Insert Redemption Terms]

     

    [The Notes 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 Note 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 Note with the form entitled “Option to Elect Repayment” on this Global
Note duly completed, or (ii) a telegram, telex, facsimile transmission or letter
from a participant of the Depository Trust Company in the United States of
America setting forth the name of the Holder of this Global Note, the principal
amount of this Global Note, the principal amount of this Global Note to be
repaid and a statement that the option to elect repayment is being exercised
thereby and that the participant shall deliver such form entitled “Option to
Elect Repayment” on this Global Note duly completed to 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 Note 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 Note of this
Series shall be irrevocable. No transfer or exchange of any Note of this Series
(or, in the event that any Note of this Series is to be repaid in part, such
portion of the Note 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 Note of this Series for less than the entire principal amount of the
Note 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 Note 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
Note 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 Note 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 Note 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 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. 

     

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

    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.

     

    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.

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

    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.

     

    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 officer, 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.

     


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    In Witness Whereof, the
Company has caused this instrument to be duly executed.

     

    
      	 
      	
              Oklahoma
      Gas and Electric Company

               

            
	
              By:                                                                           

              [Vice] President

            
	 
	
               
      

               

            	 
      
	
              Dated:

            	
              Attest:                                                                          

              [Assistant]
      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

            


    

    


     

    


     

    


     


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    [OPTION
TO ELECT REPAYMENT

     

    


     

    The
undersigned hereby irrevocably requests and instructs the Company to repay this
Senior Note (or portion thereof specified below) on _________________ pursuant
to its terms at a price equal to the principal amount thereof, together with
accrued and unpaid interest to ________________, to the undersigned
at:

    _________________________________________________________________                                                                                   _____________  

    
      _________________________________________________________________                                                                                   _____________  

    

    
      _________________________________________________________________                                                                                   _____________  

      (Please
print or type the name and address of the undersigned above)

    

     

    If less
than the entire principal amount of this Senior Note is to be repaid on
___________________, specify the principal amount thereof which the holder
elects to have repaid: __________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the Senior
Notes to be issued to the holder for the portion of this Senior Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): _________________

     

    Dated:
________________________

     

    


     

    


    
       

      
        
          
            
              	
                       

                    	(Signature)


            

             

          

        

      

    

     

    NOTICE:   The
signature of this Option to Elect Repayment must correspond with the name as
written upon the face of the within Senior Note in every particular without
alteration or enlargement or any change whatever.]

     

    


     


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    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.

            
	 
      	 
      
	 
      	 
      


    

    


     


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    
      	 
      	 
      
	 
      	
              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:

               

            
	 
      	
               
      

               

            


    

    A-9