EXHIBIT 10.06

                                OGE ENERGY CORP.
                      DIRECTORS' DEFERRED COMPENSATION PLAN

                            Effective January 1, 2000


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                                OGE ENERGY CORP.
                      DIRECTORS' DEFERRED COMPENSATION PLAN
                      -------------------------------------


I.       PURPOSE AND EFFECTIVE DATE

         1.1.     Purpose. The OGE Energy Corp. Directors' Deferred Compensation
                  -------
                  Plan has been  established  by OGE Energy Corp. to attract and
                  retain  non-employee  members  of its  Board of  Directors  by
                  providing a tax-deferred capital accumulation vehicle for such
                  directors.

         1.2.     Effective  Date.  The Plan shall be effective  January 1, 2000
                  ---------------
                  and shall remain in effect until terminated in accordance with
                  Article 9.

         1.3.     Continuation  of Prior  Plan.  The Plan is  intended  to be an
                  ----------------------------
                  amendment,   restatement   and   continuation   of  the  Stock
                  Equivalent and Deferred Compensation Plan For Directors of OGE
                  Energy Corp. (the "Prior Plan").


II.      DEFINITIONS

         When used in the Plan and initially  capitalized,  the following  words
         and phrases shall have the meanings indicated:

         2.1.     "Account" means the recordkeeping account established for each
                  Participant  in the Plan for  purposes of  accounting  for the
                  amount of Compensation  deferred or Discretionary  Awards,  if
                  any, awarded under Article 4, adjusted periodically to reflect
                  assumed  investment  return on such  deferrals  and  awards in
                  accordance with Article 5.

         2.2.     "Administrator"  means a committee  consisting of the Chairman
                  of the  Board and the  Company's  President,  Chief  Financial
                  Officer and  Corporate  Secretary or such other  individual or
                  committee  appointed  by the Board to  administer  the Plan in
                  accordance with Article 8.

         2.3.     "Beneficiary"  means the  person or entity  designated  by the
                  Participant to receive the Participant's  Plan benefits in the
                  event of the Participant's  death. If the Participant does not
                  designate a Beneficiary,  or if the  Participant's  designated
                  Beneficiary  predeceases the  Participant,  the  Participant's
                  estate shall be the Participant's Beneficiary under the Plan.

         2.4.     "Board" means the Board of Directors of the Company.

         2.5.     "Change  in  Control"  means  the  happening  of  any  of  the
                  following events:

                  (a)      An  acquisition  by any  individual,  entity or group
                           (within the  meaning of Section  13(d)(3) or 14(d)(2)
                           of the  Securities  Exchange  Act of 1934  ("Exchange
                           Act")) (a "Person") of beneficial  ownership  (within
                           the  meaning  of Rule  13d-3  promulgated  under  the
                           Exchange  Act) of 20% or more of either  (1) the then
                           outstanding  shares  of common  stock of the  Company
                           (the  "Outstanding  Company Common Stock") or (2) the
                           combined voting power of the then outstanding  voting
                           securities of the Company  entitled to vote generally
                           in  the


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                           election  of  directors  (the  "Outstanding   Company
                           Voting Securities"); excluding however the following:
                           (1) any  acquisition  directly from the Company,  (2)
                           any  acquisition by the Company,  (3) any acquisition
                           by any  employee  benefit  plan  (or  related  trust)
                           sponsored  by or  maintained  by the  Company  or any
                           corporation  controlled  by the  Company  or (4)  any
                           acquisition   by  any   corporation   pursuant  to  a
                           transaction  which complies with clauses (1), (2) and
                           (3) of subsection (c) of this Section 2.5;

                  (b)      a change in the  composition  of the Board  such that
                           the individuals who as of January 1, 2000, constitute
                           the  Board  (the  "Incumbent  Board")  cease  for any
                           reason  to  constitute  at  least a  majority  of the
                           Board;  provided,   however,  for  purposes  of  this
                           Section 2.5, that any individual who becomes a member
                           of the Board  subsequent  to January  1, 2000,  whose
                           election or nomination  for election by the Company's
                           shareowners  was  approved  by a vote  of at  least a
                           majority of those  individuals  then  comprising  the
                           Incumbent  Board shall be  considered  as though such
                           individual were a member of the Incumbent  Board; but
                           provided  further,  that  any such  individual  whose
                           initial  assumption  of office  occurs as a result of
                           either an actual or threatened  election contest with
                           respect to the  election or removal of  directors  or
                           other actual or threatened solicitation of proxies or
                           consents  by or on behalf of a Person  other than the
                           Board shall not be so  considered  as a member of the
                           Incumbent Board; or

                  (c)      consummation  of  a  reorganization,   merger,  share
                           exchange   or   consolidation   or  sale   or   other
                           disposition of all or substantially all of the assets
                           of the Company (a "Business Combination"), excluding,
                           however,  such a  Business  Combination  pursuant  to
                           which (1) all or substantially all of the individuals
                           and   entities   who  are  the   beneficial   owners,
                           respectively, of the Outstanding Company Common Stock
                           and Outstanding Company Voting Securities immediately
                           prior to such Business Combination  beneficially own,
                           directly   or   indirectly,   more   than   60%   of,
                           respectively,  the outstanding shares of common stock
                           and the combined voting power of the then outstanding
                           voting  securities  entitled to vote generally in the
                           election  of  directors,  as the case may be,  of the
                           corporation  resulting from such Business Combination
                           (including,  without limitation,  a corporation which
                           as a result of such  transaction  owns the Company or
                           all or  substantially  all of  the  Company's  assets
                           either directly or through one or more  subsidiaries)
                           in  substantially   the  same  proportions  as  their
                           ownership,   immediately   prior  to  such   Business
                           Combination,  of the Outstanding Company Common Stock
                           and  Outstanding  Company Voting  Securities,  as the
                           case  may  be,   (2)  no  Person   (other   than  the
                           corporation  resulting from such Business Combination
                           or any employee  benefit  plan (or related  trust) of
                           the Company or such  corporation  resulting from such
                           Business Combination)  beneficially owns, directly or
                           indirectly,   20%  or  more  of,  respectively,   the
                           outstanding shares of common stock of the corporation
                           resulting  from  such  Business  Combination  or  the
                           combined  voting  power  of  the  outstanding  voting
                           securities of such  corporation  except to the extent
                           that such  ownership  existed  prior to the  Business
                           Combination  and  (3)  at  least  a  majority  of the
                           members of the board of directors of the  corporation
                           resulting from such Business Combination were members
                           of the  Incumbent  Board at the time of the execution
                           of the initial agreement,  or the action of the Board
                           providing for such Business Combination; or


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                  (d)      the approval by the  shareholders of the Company of a
                           complete liquidation or dissolution of the Company.

         2.6.     "Code" means the Internal Revenue Code of 1986, as amended.

         2.7.     "Company" means OGE Energy Corp. and any successor thereto.

         2.8.     "Compensation"  means  annual  retainer  and  attendance  fees
                  payable to an Eligible  Director  for  services as a member of
                  the Board.

         2.9.     "Deferral  Election"  means the  election  made by an Eligible
                  Director to defer Compensation in accordance with Article 4.

         2.10.    "Discretionary Award" means an award granted under the Plan to
                  an Eligible Director in accordance with Section 4.5.

         2.11.    "Election   Period"   means  the  period   specified   by  the
                  Administrator  during  which a Deferral  Election  may be made
                  with respect to Compensation payable for a Plan Year.

         2.12.    "Eligible  Director"  means a member  of the  Board who is not
                  also an employee of the Company.

         2.13.    "Participant"  means an Eligible  Director  who has elected to
                  defer  Compensation  under  the Plan or who has been  credited
                  with a Discretionary Award.

         2.14.    "Plan"  means  the  OGE  Energy  Corp.   Directors'   Deferred
                  Compensation Plan, as amended from time to time.

         2.15.    "Plan Year" means the calendar year.

         2.16.    "Valuation Date" means a date on which a Participant's Account
                  is valued,  which shall be the last day of each calendar month
                  and such other dates as may be specified by the Administrator.


III.     PARTICIPATION

         An Eligible Director shall become a Participant in the Plan by filing a
         Deferral  Election with the Administrator in accordance with Article 4.
         An Eligible  Director who is not  otherwise a  Participant  in the Plan
         shall  become  a  Participant  in the  Plan  on the  date  he or she is
         credited with a Discretionary Award.


IV.      DEFERRAL OF COMPENSATION

         4.1.     Deferral of  Compensation.  An Eligible  Director may elect to
                  -------------------------
                  defer up to 100% of his or her Compensation for a Plan Year by
                  filing a Deferral Election in accordance with Section 4.2.


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         4.2.     Deferral Elections. A Participant's Deferral Election shall be
                  ------------------
                  in writing,  and filed with the Administrator at such time and
                  in such manner as the Administrator shall provide,  subject to
                  the following:

                  (a)      Except  as  provided  in  subsection   (d)  below,  a
                           Deferral  Election  shall be made during the election
                           period  established by the Administrator  which shall
                           end no later than the day  preceding the first day of
                           the  Plan  Year  in  which  such  Compensation  would
                           otherwise be payable.

                  (b)      Deferral  Elections  may be expressed as a percentage
                           or fixed dollar  amount of  Compensation,  within the
                           limits provided under the Plan.

                  (c)      The minimum  annual  deferral under the Plan shall be
                           $2,500 and any Deferral  Election which would provide
                           a  lesser   deferral   for  a  Plan  Year   shall  be
                           disregarded for such Plan Year.

                  (d)      Notwithstanding  the  foregoing  provisions  of  this
                           Section   4.2,   the   Administrator,   in  its  sole
                           discretion,   may  provide  that  an  individual  who
                           becomes an Eligible Director after the first day of a
                           Plan Year may make a Deferral Election within 30 days
                           of  first  becoming  an  Eligible   Director,   which
                           Deferral Election shall relate to Compensation earned
                           for periods after the date such election is made.

                  Once made,  a  Deferral  Election  shall  remain in effect for
                  subsequent  Plan  Years  unless  changed  or  revoked  by  the
                  Participant  in  accordance  with  rules  established  by  the
                  Administrator.  Any such  modification or revocation  shall be
                  effective  for the Plan Year  following the Plan Year in which
                  it  is  made;  provided  that  such  revocation  shall  become
                  effective  as  soon as  practicable  in the  event  it is made
                  because of the Participant's  disability (as determined by the
                  Administrator)   or  if  the   Administrator,   in  its   sole
                  discretion,  determines  that the  Participant  has suffered a
                  severe  financial  hardship  or  a  bona  fide  administrative
                  mistake  was  made.  If a  Deferral  Election  is  revoked  in
                  accordance  with the preceding  sentence,  the Participant may
                  not make a new Deferral  Election  until the  election  period
                  established by the  Administrator for making deferrals for the
                  next Plan Year.

         4.4.     Crediting of Deferral  Elections.  The amount of  Compensation
                  --------------------------------
                  that a  Participant  elects to defer  under the Plan  shall be
                  credited by the Company to the Participant's Account as of the
                  first  day  of  the  month   next   following   the  date  the
                  Compensation  would  have been  payable  absent  the  Deferral
                  Election.

         4.5.     Discretionary   Awards.   The   Administrator,   in  its  sole
                  ----------------------
                  discretion,  may grant an  Eligible  Director a  Discretionary
                  Award  under the Plan which  shall be subject to the terms and
                  conditions  established by the Administrator,  including those
                  relating to how such credit shall be deemed  invested and when
                  such  amount  shall be  credited  to the  Eligible  Director's
                  Account.

         4.6.     Account  Under Prior  Plan.  As of the  effective  date of the
                  --------------------------
                  Plan, each Participant's account balance under the Prior Plan,
                  if any, shall be credited to the  Participant's  Account under
                  this Plan.


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V.       PLAN ACCOUNTS

         5.1.     Valuation of Accounts.  The  Administrator  shall establish an
                  ---------------------
                  Account for each Participant who has filed a Deferral Election
                  to defer  Compensation,  who has been awarded a  Discretionary
                  Award,  or who has an  account  under  the  Prior  Plan on the
                  effective  date of this Plan.  Such Account  shall be credited
                  with a Participant's  deferrals or Discretionary Awards as set
                  forth  in  Sections  4.4 and 4.5,  respectively,  and with the
                  Participant's  Prior Plan account balance,  if any. As of each
                  Valuation  Date, the  Participant's  Account shall be adjusted
                  upward or downward to reflect (i) the investment  return to be
                  credited as of such  Valuation  Date  pursuant to Section 5.2,
                  and (ii) the amount of distributions, if any, to be debited as
                  of that Valuation Date under Article 6 or Article 7.

         5.2.     Crediting  of  Investment  Return.  Subject  to such rules and
                  ---------------------------------
                  limitations  as  the   Administrator   may   determine,   each
                  Participant shall designate from among the assumed  investment
                  alternatives  established by the  Administrator  under Section
                  5.3,  one or more  assumed  investments  in which the  amounts
                  credited to his or her Account shall be deemed invested. As of
                  each Valuation Date, a Participant's  Account balance shall be
                  adjusted upward or downward for increases and decreases in the
                  fair  market  value of the  investments  in which it is deemed
                  invested  during the period  since the  immediately  preceding
                  Valuation  Date.  On or before the first day of each month,  a
                  Participant  may  make  a new  election  with  respect  to the
                  assumed  investments  in  which  his or her  Account  shall be
                  deemed invested in the future. Any such election shall be made
                  in the form and at the time  specified  by the  Administrator;
                  provided,  however, that deferred amounts that would have been
                  received in the form of Company common stock absent a deferral
                  election  shall  be  deemed  to be  invested  in  the  assumed
                  investment alternative based on the Company's common stock. If
                  the  Participant  elected  to have any  portion  of his or her
                  account under the Prior Plan  governed  under Article 3 of the
                  Prior Plan  (relating  to split  dollar life  insurance),  the
                  portion  so  elected  shall  continue  to be  subject  to  the
                  provisions  of  such  Article  3  and  no  assumed  investment
                  elections  may be made with  respect to such amount under this
                  Section 5.2.

         5.3.     Assumed  Investment  Alternatives.   The  Administrator  shall
                  ---------------------------------
                  designate  the assumed  investment  alternatives  that will be
                  available  from time to time  under the Plan for  purposes  of
                  measuring a Participant's investment return under Section 5.2.
                  Such assumed investment  alternatives shall include an assumed
                  investment  in  Company  common  stock.  The  value of  deemed
                  investments in Company common stock shall be determined  based
                  on the fair market value of a share of Company common stock as
                  reported on the New York Stock Exchange  composite tape at the
                  close  of  business  on the  last  business  day of the  month
                  preceding  the  date on  which  the  amount  or  value of such
                  investment is being determined.

         5.4.     Investment  Alternatives  After Death.  For periods  after the
                  -------------------------------------
                  Valuation Date  coincident  with or following a  Participant's
                  death, the  Participant's  Account balance shall be treated as
                  if it  were  invested  in a fixed  interest  rate  account  at
                  prevailing  short-term  interest  rates,  as determined by the
                  Administrator.  Beneficiaries  shall not be  permitted to make
                  elections  with  respect  to assumed  investment  alternatives
                  under the Plan.


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VI.      PAYMENT OF BENEFITS

         6.1.     Distribution   at  Specific   Future  Date.   At  the  time  a
                  ------------------------------------------
                  Participant  initially  elects to participate in the Plan, the
                  Participant  may elect one or more future  Valuation  Dates on
                  which all or a portion  of his or her  Account as of such date
                  shall be paid.  Any such future date shall be a Valuation Date
                  in a  specific  future  year  which is at least two Plan Years
                  after the Plan Year for which the initial Deferral Election is
                  made; provided,  however,  that only one distribution per Plan
                  Year may be elected under this Section 6.1; provided,  further
                  that, if the Participant  elects a distribution at one or more
                  specific  future  dates and  terminates  service  on the Board
                  prior to any such date,  distribution  shall commence pursuant
                  to Sections 6.2 or 7.1, as applicable. A distribution election
                  under  this  Section  6.1  may be  revoked  or  extended  to a
                  Valuation  Date in a future  Plan  Year by  filing a  one-time
                  revocation  or extension  election with the  Administrator  at
                  least 12  months  prior to the  first  day of the Plan Year in
                  which such distribution was scheduled to take place.

         6.2.     Distribution  Upon Termination of Board Service.  Distribution
                  -----------------------------------------------
                  of a Participant's Account shall be made or commence as of the
                  Valuation   Date   coincident   with  or  next  following  the
                  Participant's   termination   of   service   on   the   Board.
                  Distribution  shall  be  made  (i)  in a  lump  sum,  (ii)  in
                  substantially  equal annual installments of up to 15 years, or
                  (iii) in a  combination  of (i) and (ii),  as  elected  by the
                  Participant. A Participant may change the time and form of his
                  or her distribution  election under this Section 6.2 by filing
                  a new election with the Administrator; provided, however, that
                  any election that has not been on file with the  Administrator
                  at least 12 months  prior to the first day of the Plan Year in
                  which the  Participant's  termination  of service on the Board
                  occurs shall be disregarded.  If the Participant does not have
                  a valid  election on file with the  Administrator  at the time
                  Board membership  ceases,  the Participant's  Account shall be
                  paid in a single lump sum.

         6.3.     Unscheduled Withdrawal. A Participant may request a withdrawal
                  ----------------------
                  of  all or a  portion  of his or  her  Account  by  filing  an
                  election with the  Administrator  specifying the amount of the
                  Account to be withdrawn.  Payment of such amount,  adjusted by
                  the amount forfeited in subsection (a) below, shall be made as
                  of the first Valuation Date administratively practicable after
                  such  request  is  received,  and  shall  be  subject  to  the
                  following:

                  (a)      An amount  equal to 10% of the  withdrawal  requested
                           shall be debited  to the  Participant's  Account  and
                           permanently forfeited.

                  (b)      Any  Deferral  Election in effect at the time of such
                           withdrawal  shall  be void  for  periods  after  such
                           withdrawal.

                  (c)      The  Participant  shall not be eligible to file a new
                           Deferral  Election until the election  period for the
                           Plan Year  commencing  at least one year  after  such
                           withdrawal.

         6.4.     Unforeseeable Emergency. Prior to the date otherwise scheduled
                  -----------------------
                  for  payment  under the Plan,  upon  showing an  unforeseeable
                  emergency,  a Participant  may request that the  Administrator
                  accelerate  payment of all or a portion of his or her  Account
                  in an amount not  exceeding  the amount  necessary to meet the
                  unforeseeable   emergency.   For  purposes  of  the  Plan,  an
                  unforeseeable  emergency means an unanticipated emergency that
                  is caused by an event  beyond the  control of the  Participant
                  and that  would  result in severe


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                  financial hardship to the Participant if early withdrawal were
                  not permitted. The determination of an unforeseeable emergency
                  shall be made by the  Administrator  in its  sole  discretion,
                  based on such information as the  Administrator  shall deem to
                  be necessary.

         6.5.     Time and Form of Elections.  All  distribution  and withdrawal
                  --------------------------
                  elections  under this  Article 6 shall be made at the time and
                  in the form  established  by the  Administrator  and  shall be
                  subject  to  such  other  rules  and   limitations   that  the
                  Administrator, in its sole discretion, may establish.


VII.     DEATH BENEFITS

         7.1.     Death Prior to Commencement of Benefits. If a Participant dies
                  ---------------------------------------
                  prior to  commencement  of payment of his or her Account,  the
                  Participant's  Beneficiary shall receive a survivor benefit in
                  an amount equal to the sum of:

                  (a)      the Participant's Account balance,

                           plus
                           ----

                  (b)      the Participant's total Compensation  deferrals under
                           the Plan for  periods  on or after  January  1, 2000,
                           multiplied by two.

                  Such  survivor  benefit  shall be paid in a single lump sum as
                  soon as practicable following the Participant's death.

         7.2.     Death After  Commencement of Benefits.  If a Participant  dies
                  -------------------------------------
                  after  commencement  of benefits  but prior to the time his or
                  her   Account   balance  has  been  fully   distributed,   the
                  Participant's  Beneficiary shall receive the remaining portion
                  of the Participant's  Account at the regularly  scheduled date
                  of payment  for any  remaining  installments  payments  of the
                  Participant's Account.

         7.3.     Other Conditions.  Notwithstanding the foregoing provisions of
                  ----------------
                  this Article 7, if the  Participant's  death occurs within two
                  years of initial Plan participation,  and such death occurs by
                  reason of suicide  (as  reported  on the  Participant's  death
                  certificate or determined by the Administrator in good faith),
                  the Participant's  Beneficiary shall receive the Participant's
                  Account  balance  as of the  date of his or her  death in full
                  satisfaction of the Company's obligations under the Plan.

         7.4.     Administrator  Discretion Regarding Form.  Notwithstanding the
                  ----------------------------------------
                  foregoing  provisions  of this  Article 7, a  Beneficiary  may
                  request that the  Administrator  approve an alternate  form of
                  payment  of  survivor  benefits  under  this  Article  7 which
                  request  may  be  granted  in  the  sole   discretion  of  the
                  Administrator.


VIII.    ADMINISTRATION

         8.1.     Authority of Administrator.  The Administrator shall have full
                  --------------------------
                  power and  authority  to carry out the terms of the Plan.  The
                  Administrator's      interpretation,      construction     and


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                  administration  of the Plan,  including any  adjustment of the
                  amount  or  recipient  of the  payments  to be made,  shall be
                  binding  and  conclusive  on all  persons  for  all  purposes.
                  Neither the  Company,  including  its  officers,  employees or
                  directors,  nor the  Administrator  or the Board or any member
                  thereof, shall be liable to any person for any action taken or
                  omitted in connection  with the  interpretation,  construction
                  and administration of the Plan.

         8.2.     Participant's  Duty to Furnish  Information.  Each Participant
                  -------------------------------------------
                  shall furnish to the Administrator  such information as it may
                  from  time  to time  request  for the  purpose  of the  proper
                  administration of this Plan.

         8.3.     Claims Procedure. If a Participant or Beneficiary ("Claimant")
                  ----------------
                  is denied all or a portion of an expected  benefit  under this
                  Plan  for any  reason,  he or she may  file a claim  with  the
                  Administrator.  The  Administrator  shall  notify the Claimant
                  within 90 days of allowance or denial of the claim, unless the
                  Claimant receives written notice from the Administrator  prior
                  to  the  end  of  the  90-day  period   stating  that  special
                  circumstances  require an  extension  (of up to 90  additional
                  days) of the time for  decision.  The  notice of the  decision
                  shall be in  writing,  sent by mail to  Claimant's  last known
                  address,  and if a denial  of the  claim,  shall  contain  the
                  following  information:   (a) the  specific  reasons  for  the
                  denial;  (b) specific reference to pertinent provisions of the
                  Plan on which the denial is based;  and (c) if  applicable,  a
                  description   of  any   additional   information  or  material
                  necessary  to perfect the claim,  an  explanation  of why such
                  information  or material is necessary,  and an  explanation of
                  the claims review procedure. A Claimant is entitled to request
                  a review of any denial of his or her claim by the  Board.  The
                  request for review must be submitted within 60 days of mailing
                  of notice of the denial.  Absent a request  for review  within
                  the  60-day   period,   the  claim   shall  be  deemed  to  be
                  conclusively    denied.   The   Claimant   or   his   or   her
                  representatives  shall be  entitled  to review  all  pertinent
                  documents,  and to submit issues and comments in writing.  The
                  Board shall render a review decision in writing within 60 days
                  after  receipt of a request for a review,  provided  that,  in
                  special  circumstances  the  Board  may  extend  the  time for
                  decision by not more than 60 days upon  written  notice to the
                  Claimant.  The Claimant  shall receive  written  notice of the
                  Board's review  decision,  together with specific  reasons for
                  the decision and reference to the pertinent  provisions of the
                  Plan.


IX.      AMENDMENT AND TERMINATION

         The  Board  may  amend or  terminate  the Plan at any  time;  provided,
         however,  that no such amendment or  termination  shall have a material
         adverse effect on any Participant's rights under the Plan accrued as of
         the date of such  amendment or  termination.  Upon  termination  of the
         Plan, the Board, in its discretion, may cause a lump-sum payment of all
         benefits for all Participants at substantially the same time.


X.       MISCELLANEOUS

         10.1.    No Implied Rights;  Rights on Termination of Service.  Neither
                  ----------------------------------------------------
                  the  establishment of the Plan nor any amendment thereof shall
                  be construed  as giving any  Participant,  Beneficiary  or any
                  other  person,  individually  or as a member  of a group,  any
                  legal  or   equitable   right   unless  such  right  shall  be
                  specifically provided for in the Plan or


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                  conferred by specific action of the Board or the Administrator
                  in  accordance  with the  terms  and  provisions  of the Plan.
                  Except as expressly provided in this Plan, neither the Company
                  nor any of its  Affiliates  shall be  required or be liable to
                  make any payment under the Plan.

         10.2.    Unfunded  Plan.  No funds shall be segregated or earmarked for
                  --------------
                  any current or former Participant, Beneficiary or other person
                  under the Plan. However, the Company may establish one or more
                  trusts to assist in meeting  its  obligations  under the Plan,
                  the  assets of which  shall be  subject  to the  claims of the
                  Company's general creditors. No current or former Participant,
                  Beneficiary or other person,  individually or as a member of a
                  group, shall have any right, title or interest in any account,
                  fund,  grantor trust, or any asset that may be acquired by the
                  Company in respect of its  obligations  under the Plan  (other
                  than as a general  creditor of the Company  with an  unsecured
                  claim against its general assets). The Company may also choose
                  to use life insurance to assist it in meeting its  obligations
                  under the Plan. As a condition of  participation  in the Plan,
                  each  Participant  agrees to execute any documents that may be
                  required in connection  with  obtaining  such insurance and to
                  cooperate with any life insurance  underwriting  requirements;
                  provided, however, that a Participant shall not be required to
                  undergo a medical examination in connection therewith.

         10.3.    Nontransferability. Prior to payment thereof, no benefit under
                  ------------------
                  the Plan  shall be  assignable  or  subject  to any  manner of
                  alienation,  sale,  transfer,  claims  of  creditors,  pledge,
                  attachment or encumbrances  of any kind,  except pursuant to a
                  domestic  relations  order awarding  benefits to an "alternate
                  payee" (within the meaning of Code Section 414(p)(8)) that the
                  Administrator  determines  satisfies the criteria set forth in
                  paragraphs  (1), (2) and (3) of Code Section 414(p) (a "DRO").
                  Notwithstanding any provision of the Plan to the contrary, the
                  Plan benefits  awarded to an alternate payee under a DRO shall
                  be paid in a  single  lump sum to the  alternate  payee on the
                  Valuation  Date  as  soon  as   administratively   practicable
                  following the date the Administrator determines the order is a
                  DRO, and such  amounts,  as adjusted for  earnings,  gains and
                  losses, will be deducted from the Participant's  Account as of
                  such Valuation Date.

         10.4.    Successors and Assigns. The rights,  privileges,  benefits and
                  ----------------------
                  obligations  under the Plan are  intended  to be, and shall be
                  treated as legal  obligations of and binding upon the Company,
                  its  successors and assigns,  including  successors by merger,
                  consolidation, reorganization or otherwise.

         10.5.    Applicable  Law.  This Plan is  established  under and will be
                  ---------------
                  construed according to the laws of the State of Oklahoma.

         *   *   *

         IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed
this ______ day of _________________, 2000.

                                                 OGE ENERGY CORP.



                                                 By_____________________________


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