exhibit414.htm


    Exhibit
4.14

    
      	
              FORM
      OF

               

               

              SUPPLEMENTAL
      INDENTURE NO.           

               

               

              FROM

               

               

              OGE
      ENERGY CORP.

               

               

              TO

               

               

              UMB
      BANK, N.A.

               

               

              TRUSTEE

               

               

              _______________________

               

               

              DATED
      AS OF

               

              _______

               

              SUPPLEMENTAL
      TO INDENTURE

              DATED
      AS OF NOVEMBER 1, 2004

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    


    
      	
              Parties

            	
              1

            
	
              Recitals

            	
              1

            


    

    


    
      	
              
ARTICLE
ONE.

            	
              RELATION
      TO INDENTURE; DEFINITIONS

            	
              1

            


    

     

    
      	 
      	
              Section
      1.01.

            	
              Integral
      Part of Indenture

            	
              1

            
	 
      	
              Section
      1.02.

            	
              Definitions;
      References to Articles and Sections; Terms referring to this Supplemental
      Indenture

            	
              2

            


    

     

    
      	
              ARTICLE
      TWO.

            	
              SECURITIES

            	
              2

            


    

    


    
      	 
      	
              Section
      2.01.

            	
              Designation
      and Principal Amount

            	
              2

            
	 
      	
              Section
      2.02.

            	
              Stated
      Maturity Date

            	
              2

            
	 
      	
              Section
      2.03.

            	
              Interest
      Payment Dates

            	
              2

            
	 
      	
              Section
      2.04.

            	
              Office
      for Payment

            	
              2

            
	 
      	
              Section
      2.05.

            	
              Redemption
      Provisions

            	
              2

            
	 
      	
              Section
      2.06.

            	
              [Repayment
      of Securities

            	
              2

            
	 
      	
              Section
      2.07.

            	
              Authorized
      Denominations

            	
              3

            
	 
      	
              Section
      2.08.

            	
              Reopening
      of Series

            	
              3

            
	 
      	
              Section
      2.09.

            	
              Form
      of Security

            	
              3

            


    

    


     

    
      	
              ARTICLE
      THREE.

            	
              MISCELLANEOUS

            	
              3

            


    

    


    
      	 
      	
              Section
      3.01.

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

            	
              3

            
	 
      	
              Section
      3.02.

            	
              Supplemental
      Indenture to be construed as a part of the Indenture

            	
              3

            
	 
      	
              Section
      3.03.

            	
              Trust
      Indenture Act to control; Severability of provisions contained in
      Supplemental Indenture and Securities

            	
              3

            
	 
      	
              Section
      3.04.

            	
              References
      to either party in Supplemental Indenture include successors or
      assigns

            	
              4

            
	 
      	
              Section
      3.05.

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

            	
              4

            
	
               

              Exhibit
      A – Form of Security

            	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    WITNESSETH:

     

    WHEREAS,
the Company has heretofore executed and delivered its Indenture (hereinafter
referred to as the “Indenture”), made as of November 1, 2004;
and

     

    WHEREAS,
the Company has heretofore executed and delivered its Supplemental Indenture
No. 1 dated as of November 4, 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 “5.00% Senior Notes, Series due November 15, 2014”;
and

     

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

     

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

     

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

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
ONE.  

    RELATION
TO INDENTURE; DEFINITIONS

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
1.02.    Definitions; References to
Articles and Sections; Terms referring to this Supplemental
Indenture.  For all purposes of this Supplemental
Indenture:

     

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

     

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

     

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

     

    ARTICLE
TWO. 

    SECURITIES

     

    SECTION
2.01.    Designation and Principal
Amount.  There shall be a series of debt securities designated
the “__________” (the “Securities”).  The Securities shall be limited
to $__________ aggregate principal amount, except as provided in Section 2.08
hereof.

     

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

     

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

     

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

     

    SECTION
2.05.    Redemption
Provisions.  [Insert Redemption Terms]

     

    The
Securities shall not be subject to any sinking fund.

     

    SECTION
2.06.    [Repayment of
Securities.  The Securities will be repayable on __________, at
the option of the holders thereof, at 100% of their principal amount, together
with accrued and unpaid interest to ___________.  In order for a
Security to be repaid, the Company must receive at the corporate trust office of
the Trustee during the period from and including ___________ to and including
the close of business on ___________ (or if ___________ is not a Business Day,
the next succeeding Business Day): (i) a Security with the form entitled “Option
to Elect Repayment” on the Security duly completed, or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
a trust company in the

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    United
States of America setting forth the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the Security to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Security to be repaid (with the form entitled
“Option to Elect Repayment” on the Security duly completed) will be received at
the Trustee’s corporate trust office, no later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter and such Security
and form duly completed are received at the Trustee’s office, by such fifth
Business Day.  Effective exercise of the repayment option by the
holder of any Security shall be irrevocable.  No transfer or exchange
of any Security (or, in the event that any Security is to be repaid in part,
such portion of the Security to be repaid) will be permitted after exercise of
the repayment option.  The repayment option may be exercised by the
Holder of a Security for less than the entire principal amount of the Security,
provided the principal amount which is to be repaid is set forth on the form
entitled “Option to Elect Repayment” on the Security and is equal to $1,000 or
any integral multiple thereof.  All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Security for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable.  Upon timely delivery of a Security to the
Trustee with the “Option to Elect Repayment” form completed in accordance with
the foregoing, the outstanding principal amount of such Security (or portion
thereof indicated on the “Option to Elect Repayment”) shall become due and
payable on __________, at a price equal to ___% of the principal amount to be
repaid plus accrued and unpaid interest to __________.]

     

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

     

    SECTION
2.08.    Reopening of
Series.  The Securities may be reopened and additional notes of
the Securities 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 interest payment terms) as the other Securities. Any such
additional Securities, together with the other Securities, shall constitute a
single series for purposes of the Indenture.

     

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

     

    ARTICLE
THREE. 

    MISCELLANEOUS

     

    SECTION
3.01.    Recitals of fact, except as
stated, are statements of the Company.  The recitals of fact
herein and in the Securities (except the Trustee’s Certificate) shall be taken
as statements of the Company and shall not be construed as made by the
Trustee.

     

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

     

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

     

    (a)    If any
provision of this Supplemental Indenture limits, qualifies, or conflicts with
another provision of the Indenture required to be included in indentures
qualified under the Trust

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Indenture
Act of 1939 (as enacted prior to the date of this Supplemental Indenture) by any
of the provisions of Sections 310 to 317, inclusive, of said Act, such
required provisions shall control.

     

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

     

    SECTION
3.04.    References to either party
in Supplemental Indenture include successors or
assigns.  Whenever in this Supplemental Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Indenture contained by or on behalf of the Company or by or on
behalf of the Trustee shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or
not.

     

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

     

    (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]

     

    


     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


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

     

    
      	 
      	
              OGE
      ENERGY CORP.

               

              By:                                                                

               

                     [Vice]
      President

            
	
              ATTEST:

            	 
      
	
               

                                                                    

                     [Assistant]
      Secretary

            	 
      
	 
      	
              UMB
      BANK, N.A., as Trustee

               

              By:                                                                        

                     [Assistant]
      [Vice] President

            
	
              ATTEST:

            	 
      
	
               

                                                                                     

                     [Assistant]
      Secretary

            	 
      


    

    


    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF SECURITY

     

    REGISTERED                                                       REGISTERED

     

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

     

    OGE
ENERGY CORP.

     

    SECURITY

     

    
      	
              CUSIP:

               

            	
              NUMBER:
      R-

            
	
              ORIGINAL
      ISSUE DATE(S):

               

            	
              PRINCIPAL
      AMOUNT(S):

            
	
              INTEREST
      RATE:

               

            	
              MATURITY
      DATE:

            


    

    


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

     

    


     

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

     


    
      
        
          A-1

        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    This
Global Security is a global security in respect of a duly authorized issue of
___________ (the “Securities of this Series”, which term includes any Global
Securities representing such Securities) of the Company issued and to be issued
under an Indenture dated as of November 1, 2004 between the Company and UMB
Bank, N.A. as trustee (the “Trustee”, which term includes any successor Trustee
under the Indenture) (the “Indenture”).  Under the Indenture, one or
more series of debt securities may be issued and, as used herein, the term
“Securities” refers to the Securities of this Series and any other outstanding
series of Securities.  Reference is hereby made to the Indenture for a
more complete statement of the respective rights, limitations of rights, duties
and immunities under the Indenture of the Company, the Trustee and the Security
holders and of the terms upon which the Securities are and are to be
authenticated and delivered.  This Global Security has been issued in
respect of the series designated on the first page hereof.

     


    
      
        
          A-2

        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    [Insert
Redemption Terms]

     

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

     

    Interest
payments for this Global Security shall be computed and paid on the basis of a
360-day year of twelve 30-day months.  If any Interest Payment Date or
date on which the principal of this Global Security is required to be paid is
not a Business Day, then payment of principal, premium or interest need not be
made on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on such Interest Payment Date or date on which
the principal of this Global Security is required to be paid and, in the case


    
      
        
          
            A-3

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    of timely
payment thereof, no interest shall accrue for the period from and after such
Interest Payment Date or the date on which the principal of this Global Security
is required to be paid.

     

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

     

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

     

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

     

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

     

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

     

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

     

    If at any
time the Depositary for this Global Security notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security or if at
any time the

     


    
      
        
          A-4

        

         


      

      
         


        
          

        

      

      
         


      

    


    Depositary
for this Global Security shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to
this Global Security.  If a successor Depositary for this Global
Security is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s
election to issue this Security in global form shall no longer be effective with
respect to this Global Security and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
individual Securities of this Series in exchange for this Global Security, will
authenticate and deliver individual Securities of this Series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of this Global Security.

     

    The
Company may at any time and in its sole discretion determine that all Securities
of this Series (but not less than all) issued or issuable in the form of one or
more Global Securities need not be represented by such Global Security or
Securities.  In such event, the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of this Series in exchange for such Global Security, shall
authenticate and deliver, individual Securities of this Series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Securities in exchange for such Global
Security or Securities.

     

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

     

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

     

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

     

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

     


    
      
        
          A-5

        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    
      	 
      	
              OGE
      ENERGY CORP.

               

              By:                                                                 

              [Vice]
      President

               

            
	 
      	
              Attest:                                                             

              [Assistant]
      Secretary

               

            
	
              Dated:

               

            	 
      
	
              TRUSTEE’S
      CERTIFICATE

              OF
      AUTHENTICATION

               

            	 
      
	
              This
      Security is one of the Securities of the 

              series
      herein designated, described or provided 

              for
      in the within-mentioned Indenture.

            	 
      
	
               

              UMB
      BANK, N.A., as Trustee

              By:                                                                 

              Authorized
    Officer

            	 
      


    


    
      
        
          A-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 debt security and all rights thereunder,

               hereby
      irrevocably constituting and appointing

               ________
      attorney to transfer said debt security on

              the
      books of the Company, with full power of

              substitution
      in the premises.

            	 	 
      
	
              Dated:                                                                     

            	 	 
      
	 
      	 	
               

              NOTICE:  The
      signature to this assignment  must 

              correspond
      with the name as written upon the  face 

              of
      the within instrument in every particular, without 

              alteration
      or enlargement or any change
whatever.

            


    

    
       

      A-7