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Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OGE Energy Corp.
(Exact name of registrant as specified in its charter)

OKLAHOMA (State or other jurisdiction of incorporation or organization)		73-1481638 (I.R.S. Employer Identification Number)
321 N. Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321 (405-553-3000) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
STEVEN E. MOORE Chairman of the Board, President and Chief Executive Officer OGE Energy Corp. 321 N. Harvey, P.O. Box 321 Oklahoma City, Oklahoma 73101-0321 (405) 553-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
ROBERT J. JOSEPH Jones Day 77 West Wacker Chicago, Illinois 60601 (312) 269-4176		JONATHAN A. KOFF Chapman and Cutler 111 West Monroe Street Chicago, Illinois 60603 (312) 845-2978

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ý

CALCULATION OF REGISTRATION FEE

Title of Each class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee


Debt Securities, Common Stock, $0.01 par value per share, and Preferred Share Purchase Rights(3)	$130,000,000	(2)	$130,000,000	$10,517

(1): Includes an indeterminate principal amount of debt securities and an indeterminate number of shares of common stock, provided that in no event will the aggregate initial price of all debt securities and common stock (including the associated rights to purchase preferred stock) sold under this registration statement exceed $130,000,000.
(2): The proposed maximum offering price per unit (a) has been omitted pursuant to Instruction II.D of Form S-3 and (b) will be determined from time to time in connection with the issuance of the securities registered hereunder.
(3): Each share of the registrant's common stock automatically includes one-half of a right to purchase one one-hundredth of a share of Series A Preferred Stock, par value $0.01 per share, pursuant to the Amended and Restated Rights Agreement dated October 10, 2000 between the registrant and ChaseMellon Shareholder Services LLC, as Rights Agent.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

SUBJECT TO COMPLETION, DATED APRIL 15, 2003

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

OGE ENERGY CORP.
321 N. Harvey, P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(405) 553-3000

$130,000,000

DEBT SECURITIES

COMMON STOCK,
$0.01 PAR VALUE PER SHARE

We may offer for sale from time to time in one or more issuances (1) one or more series of unsecured debt securities, which may be notes or debentures or other unsecured evidences of indebtedness or (2) shares of our common stock. The debt securities and common stock are collectively referred to in this prospectus as the "Securities." The aggregate initial offering price of the Securities that are offered will not exceed $130,000,000. We will offer the Securities in an amount and on terms to be determined by market conditions at the time of the offering.

We will provide the specific terms of these Securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest. This prospectus may not be used to sell Securities unless accompanied by a prospectus supplement.

Our common stock trades on the New York Stock Exchange and the Pacific Exchange under the symbol "OGE."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2003.

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or the documents incorporated by reference is accurate as of any date other than the date on the front of those documents.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		3
FORWARD-LOOKING STATEMENTS		3
OGE ENERGY CORP		4
USE OF PROCEEDS		4
RATIO OF EARNINGS TO FIXED CHARGES		4
DESCRIPTION OF DEBT SECURITIES		5
DESCRIPTION OF CAPITAL STOCK		11
LEGAL OPINIONS		17
EXPERTS		17
PLAN OF DISTRIBUTION		17
WHERE YOU CAN FIND MORE INFORMATION		18

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a "shelf" registration process. Under this process, we may, from time to time over the next several years, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $130,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading "WHERE YOU CAN FIND MORE INFORMATION." We believe we have included all information material to investors but some details that may be important for specific investment purposes have not been included. To see more detail, you should read the exhibits filed with this registration statement. In this prospectus, "we," "us," "our" and "our company" refer to OGE Energy Corp., unless the context otherwise requires.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents it incorporates by reference contain statements that are not historical fact and constitute "forward-looking statements". When we use words like "believes", "expects", "anticipates", "intends", "plans", "estimates", "may", "should" or similar expressions, or when we discuss our strategy or plans, we are making forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results may differ materially from those expressed in these forward-looking statements. These statements are necessarily based upon various assumptions involving judgments with respect to the future and other risks, including, among others:

•: general economic conditions, including the availability of credit, actions of rating agencies and their impact on capital expenditures and our ability and the ability of our subsidiaries to obtain financing on favorable terms
•: prices of electricity, natural gas and natural gas liquids, each on a stand-alone basis and in relation to each other
•: business conditions in the energy industry
•: competitive factors, including the extent and timing of the entry of additional competition in the markets served by us
•: unusual weather
•: federal or state legislation and regulatory decisions and initiatives that affect cost and investment recovery, have an impact on rate structures and affect the speed and degree to which competition enters our markets
•: changes in accounting standards, rules or guidelines
•: creditworthiness of suppliers, customers and other contractual parties
•: the higher degree of risk associated with our nonregulated businesses compared with our regulated utility business
•: the other factors listed from time to time by us in reports filed with the Securities and Exchange Commission

You are cautioned not to rely unduly on any forward-looking statements. These risks and uncertainties are discussed in more detail under "Business", "Management's Discussion and Analysis of

Financial Condition and Results of Operations" and "Notes to Consolidated Financial Statements" in our Annual Report on Form 10-K, for the year ended December 31, 2002, and other documents on file with the Securities and Exchange Commission. You may obtain copies of these documents as described under "WHERE YOU CAN FIND MORE INFORMATION".

OGE ENERGY CORP.

We are an energy and energy services provider offering physical delivery and management of both electricity and natural gas in the south central United States. We conduct these activities through our electric utility and natural gas pipeline segments.

Our electric utility segment generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas. These operations are conducted through our subsidiary, Oklahoma Gas and Electric Company, and are subject to the jurisdiction of the Oklahoma Corporation Commission, the Arkansas Public Service Commission and the Federal Energy Regulatory Commission.

Our natural gas pipeline segment transports and stores natural gas, gathers and processes natural gas and markets and trades natural gas. These operations are conducted through our subsidiary, Enogex Inc. and its subsidiaries.

We were incorporated in Oklahoma on August 4, 1995 and became the holding company parent of Oklahoma Gas and Electric Company and Enogex on December 31, 1996.

Our principal executive offices are located at 321 North Harvey, Post Office Box 321, Oklahoma City, Oklahoma 73101-0321. Our telephone number is (405) 553-3000.

USE OF PROCEEDS

We will add the net proceeds from the sale of the debt securities and common stock to our general funds and use those proceeds for general corporate purposes, primarily to fund our operating units and subsidiaries and to repay long or short-term debt. The specific use of the proceeds of a particular series of the debt securities or of the common stock will be described in the prospectus supplement.

RATIO OF EARNINGS TO FIXED CHARGES

(unaudited)

		Year Ended December 31,
		2002		2001		2000		1999		1998
Ratio of Earnings to Fixed Charges		2.08		2.10		2.45		3.12		4.44

For purposes of computing the ratio of earnings to fixed charges, (1) earnings consist of income from continuing operations plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits (net); and (2) fixed charges consist of interest on long-term debt, related amortization, interest on short-term borrowings and a calculated portion of rents considered to be interest.

Assuming that our variable interest rate debt continues at interest rates in effect on December 31, 2002, the annual interest requirement on our long-term debt outstanding at December 31, 2002, was $95,117,005.

DESCRIPTION OF DEBT SECURITIES

The description below contains summaries of selected provisions of the indenture, including the supplemental indenture, under which the debt securities will be issued. These summaries are not complete. The form of indenture and the form of supplemental indenture have been filed as exhibits to the registration statement. You should read the indenture and the supplemental indenture for provisions that may be important to you. In the summaries below, we have included references to section numbers of the indenture so that you can easily locate these provisions.

We are not required to issue future issues of indebtedness under the indenture described in this prospectus. We are free to use other indentures or documentation, containing provisions different from those described in this prospectus, in connection with future issues of other indebtedness.

The Debt Securities will be represented either by global securities registered in the name of The Depository Trust Company ("DTC"), as depository ("Depository"), or its nominee, or by securities in certificate form issued to the registered owners, as described in the applicable prospectus supplement. See "—Book-Entry System" in this prospectus.

General

We may issue the debt securities as notes or debentures or other unsecured evidences of indebtedness (collectively referred to as the "Debt Securities") in one or more new series under an indenture between us and UMB Bank, N.A., or any other trustee to be named as trustee (the "Trustee"). This indenture, to be supplemented by a new supplemental indenture for each series of Debt Securities, is referred to in this prospectus as the "Indenture." The Debt Securities will be unsecured obligations and will rank on a parity with our other existing and future unsecured and unsubordinated indebtedness. The Debt Securities will be obligations exclusively of our company. As a holding company, we have no material assets other than our ownership of the common stock of our subsidiaries. Unless we say otherwise in a prospectus supplement, we will rely entirely upon distributions and other amounts received from our subsidiaries to meet the payment obligations under the Debt Securities.

Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due under the Debt Securities or otherwise to make any funds available to us. This includes the payment of dividends or other distributions or the extension of loans or advances, unless we say otherwise in a prospectus supplement. Public utility commissions that regulate our utility subsidiary may effectively restrict the payment of dividends to us by our utility subsidiary. See "Description of Capital Stock—Dividend Rights" for a description of certain limits on the ability of our regulated utility subsidiary, Oklahoma Gas and Electric Company, to pay dividends on its common stock.

Furthermore, the ability of our subsidiaries to make any payments to us would be dependent upon the terms of any credit facilities of the subsidiaries and upon the subsidiaries' earnings, which are subject to various business risks. In a bankruptcy or insolvency proceeding, claims of holders of the Debt Securities would be satisfied solely from our equity interests in our subsidiaries remaining after the satisfaction of claims of creditors of the subsidiaries. Accordingly, the Debt Securities are effectively subordinated to existing and future liabilities of our subsidiaries to their respective creditors.

We refer in this prospectus to all of the debt securities to be issued under the Indenture including the Debt Securities, as the "debt securities." The amount of debt securities that we may issue under the Indenture is not limited.

The Debt Securities may be issued in one or more series, may be issued at various times, may have differing maturity dates and may bear interest at differing rates. The prospectus supplement applicable to each issue of Debt Securities will specify:

•: the title, aggregate principal amount and offering price of that series of Debt Securities;
•: the interest rate or rates, or method of calculation of the rate or rates, on that series, and the date from which the interest will accrue;
•: the dates on which interest will be payable;
•: the record dates for payments of interest;
•: the date on which the Debt Securities of that series will mature;
•: any redemption terms;
•: the period or periods within which, the price or prices at which and the terms and conditions upon which the Debt Securities of that series may be repaid, in whole or in part, at the option of the holder thereof; and
•: other specific terms applicable to the Debt Securities of that series.

Any special United States federal income tax considerations applicable to Debt Securities sold at an original issue discount and any special United States federal income tax or other considerations applicable to any Debt Securities which are denominated in other than United States dollars will be described in the prospectus supplement relating to that series of Debt Securities.

Unless otherwise indicated in the applicable prospectus supplement, the Debt Securities will be denominated in United States currency in minimum denominations of $1,000 and integral multiples of $1,000.

Unless otherwise indicated in the applicable prospectus supplement, there will be no provisions in the Indenture or the Debt Securities that require us to redeem, or permit the holders to cause a redemption or repurchase of, the Debt Securities or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control of our company.

Registration, Transfer And Exchange

Debt Securities of any series may be exchanged for other Debt Securities of the same series of any authorized denominations and of a like aggregate principal amount and kind. (Section 2.06.)

Unless we indicate otherwise in the applicable prospectus supplement, Debt Securities may be presented for registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the office of the Trustee maintained for that purpose and referred to in the applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the Indenture. Any transfer or exchange will be effected upon the Trustee's satisfaction with the documents of title and indemnity of the person making the request. (Sections 2.06 and 2.07.)

The Trustee will not be required to exchange or register a transfer of any Debt Securities of a series that is selected, called or being called for redemption except, in the case of any Debt Security to be redeemed in part, the portion thereof not to be so redeemed. (Section 2.06.) See "—Book-Entry System" in this prospectus.

Payment and Paying Agents

Principal, interest and premium, if any, on Debt Securities issued in the form of global securities will be paid in the manner described below under the caption "—Book-Entry System." Unless we

indicate otherwise in the applicable prospectus supplement, interest on Debt Securities that are in the form of certificated securities will be paid by check mailed to the holder at that holder's address as it appears in the register for the Debt Securities maintained by the Trustee; however, a holder of $10,000,000 or more of debt securities having the same interest payment dates will be entitled to receive payments of interest by wire transfer to a bank within the continental United States, if appropriate wire transfer instructions have been received by the Trustee on or prior to the applicable record date. (Section 2.12.) Unless we indicate otherwise in the applicable prospectus supplement, the principal, interest at maturity and premium, if any, on Debt Securities in the form of certificated securities will be payable in immediately available funds at the office of the Trustee upon presentation of the Debt Securities. (Section 2.12.)

All monies paid by us to a paying agent for the payment of principal, interest or premium on any Debt Security which remain unclaimed at the end of two years after that principal, interest or premium has become due and payable will be repaid to us and the holder of that Debt Security may thereafter look only to us for payment of that principal, interest or premium. (Section 4.04.)

Events of Default

The following are events of default under the Indenture:

•: default in the payment of principal and premium, if any, on any debt security issued under the Indenture when due and payable and continuance of that default for a period of 5 days;
•: default in the payment of interest on any debt security issued under the Indenture when due and continuance of that default for 30 days;
•: default in the performance or breach of any of our other covenants or warranties in the Indenture and the continuation of that default or breach for 90 days after written notice to us as provided in the Indenture; and
•: specified events of bankruptcy, insolvency or reorganization of our company. (Section 7.01.)

If an event of default occurs and is continuing, either the Trustee or the holders of a majority in principal amount of the outstanding debt securities may declare the principal amount of all debt securities to be due and payable immediately. At any time after an acceleration of the debt securities has been declared, but before a judgment or decree of the immediate payment of the principal amount of the debt securities has been obtained, if we pay or deposit with the Trustee a sum sufficient to pay all matured installments of interest and the principal and any premium which has become due otherwise than by acceleration and all defaults have been cured or waived, then that payment or deposit will cause an automatic rescission and annulment of the acceleration of the debt securities. (Section 7.01.)

The Trustee generally will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders unless the holders have offered reasonable security to the Trustee. (Section 8.02.) The holders of a majority in principal amount of the outstanding debt securities generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, relating to the debt securities. The holders of a majority in principal amount of the outstanding debt securities generally will be able to waive any past default or event of default except a default in the payment of principal, premium or interest on the debt securities. (Section 7.07.) Each holder has the right to institute a proceeding relating to the Indenture, but this right is subject to conditions precedent specified in the Indenture. (Section 7.04.) The Trustee is required to give the holders notice of the occurrence of a default within 90 days of the default, unless the default is cured or waived. Except in the case of a payment default on the debt securities, however, the Trustee may withhold notice if it determines in good faith that it is in the interest of holders to do so.

(Section 7.08.) We are required to deliver to the Trustee each year a certificate as to whether or not we are in compliance with the conditions and covenants under the Indenture. (Section 5.05.)

Modification

Unless otherwise indicated in the applicable prospectus supplement, we and the Trustee may modify and amend the Indenture and the Debt Securities from time to time. Depending upon the type of amendment, we may not need the consent or approval of any of the holders of the debt securities, or we may need either the consent or approval of the holders of a majority in principal amount of the outstanding debt securities or the consent or approval of each holder affected by the proposed amendment.

We will not need the consent of the holders for the following types of amendments:

•: adding to our covenants for the benefit of the holders or surrendering a right given to us in the Indenture;
•: adding security for the debt securities; or
•: making various other modifications, generally of a ministerial or immaterial nature. (Section 12.01.)

We will need the consent of the holders of each outstanding debt security affected by a proposed amendment if the amendment would cause any of the following to occur:

•: a change in the maturity date or redemption date of any debt security;
•: a reduction in the interest rate or extension of the time of payment of interest;
•: a reduction in the principal amount of any debt security, the interest or premium payable on any debt security, or the amount of principal that could be declared due and payable prior to the stated maturity;
•: a change in the currency of any payment of principal, premium or interest on any debt security;
•: an impairment of the right of a holder to institute suit for the enforcement of any payment relating to any debt security;
•: a reduction in the percentage of outstanding debt securities necessary to consent to the modification or amendment of the Indenture; or
•: a modification in these requirements or a reduction to less than a majority of the percentage of outstanding debt securities necessary to waive any past default. (Section 12.02.)

Amendments other than those described in the above two paragraphs will require the approval of a majority in principal amount of the outstanding debt securities.

Defeasance and Discharge

We may be discharged from all obligations relating to the debt securities and the Indenture (except for specified obligations such as obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities and maintain paying agencies) if we irrevocably deposit with the Trustee, in trust for the benefit of holders of debt securities, money or United States government obligations, or any combination thereof, sufficient to make all payments of principal, premium and interest on the debt securities on the dates those payments are due. To discharge those obligations, we must deliver to the Trustee an opinion of counsel that the holders of the debt securities will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance or discharge of the Indenture. If we discharge our obligations as described above, the holders of debt securities must look only to the funds deposited with the Trustee, and not us, for payments on the debt securities. (Section 4.01.)

Consolidation, Merger and Sale of Assets; No Financial Covenants

We will not merge into any other corporation or sell or otherwise transfer all or substantially all our assets unless the successor or transferee corporation assumes by supplemental indenture our obligations to pay the principal, interest and any premium on all the debt securities and our obligation to perform every covenant in the Indenture that we are supposed to perform or observe. Upon any merger, sale or transfer of all or substantially all of our assets, the successor or transferee corporation will succeed to, and be substituted for, and may exercise all of our rights and powers under the Indenture with the same effect as if the successor corporation had been named as us in the Indenture, and we will be released from all obligations under the Indenture. The Indenture defines all or substantially all of our assets as being 50% or more of our total assets as shown on our balance sheet as of the end of the prior year and specifically permits any sale, transfer or conveyance during a calendar year of less than 50% of our total assets without the consent of the holders of the debt securities. (Sections 11.01 and 11.02.)

Unless we indicate otherwise in the applicable prospectus supplement, the Indenture will not contain any financial or other similar restrictive covenants.

Resignation or Removal of Trustee

The Trustee may resign at any time by notifying us in writing and specifying the day that the resignation is to take effect. The resignation will not take effect, however, until a successor trustee has been appointed. (Section 8.10.)

The holders of a majority in principal amount of the outstanding debt securities may remove the Trustee at any time. In addition, so long as no event of default or event which, with the giving of notice or lapse of time or both, would become an event of default has occurred and is continuing, we may remove the Trustee upon (1) notice to the Trustee and the holder of each debt security outstanding under the Indenture and (2) appointment of a successor Trustee. (Section 8.10.)

Concerning the Trustee

UMB Bank, N.A. is the Trustee. We and/or our affiliates maintain banking relationships with the Trustee in the ordinary course of business. The Trustee also acts as trustee for securities of our affiliates.

Book-Entry System

Each series of Debt Securities offered by this prospectus may be issued in the form of one or more global securities representing all or part of that series of Debt Securities. This means that we will not issue certificates for that series of Debt Securities to the holders. Instead, a global security representing that series will be deposited with, or on behalf of, DTC, or its successor as the Depository and registered in the name of the Depository or a nominee of the Depository.

The Depository will keep a computerized record of its participants (for example, your broker) whose clients have purchased Debt Securities represented by a global security. Unless it is exchanged in whole or in part for a certificated security, a global security may not be transferred, except that the Depository, its nominees and their successors may transfer a global security as a whole to one another.

Beneficial interests in global securities will be shown on, and transfers of interests will be made only through, records maintained by the Depository and its participants. The laws of some jurisdictions require that some purchasers take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.

We will wire principal, interest and any premium payments to the Depository or its nominee. We and the Trustee will treat the Depository or its nominee as the owner of the global security for all

purposes, including any notices and voting. Accordingly, we, the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a global security to owners of beneficial interests in a global security.

Unless otherwise specified in the prospectus supplement, DTC will act as Depository for Debt Securities issued as global securities. The Debt Securities will be registered in the name of Cede & Co. (DTC's nominee).

DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules that apply to DTC and its Direct or Indirect Participants (collectively, "Participants") are on file with the SEC.

It is DTC's current practice, upon receipt of any payment of principal or interest, to credit Direct Participants' accounts on the payment date according to their respective holdings of beneficial interests in the global security as shown on DTC's records. In addition, it is DTC's current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with securities on a record date, by using an omnibus proxy. Payments by Participants to owners of beneficial interests in a global security, and voting by Participants, will be governed by the customary practices between the Participants and owners of beneficial interests, as is the case with securities held for the account of customers registered in "street name." However, payments will be the responsibility of the Participants and not our responsibility or that of DTC or the Trustee.

Debt Securities of a series represented by a global security will be exchangeable for certificated securities with the same terms in authorized denominations only if:

•: DTC notifies us that it is unwilling or unable to continue as Depository or if DTC ceases to be a clearing agency registered under applicable law and a successor Depository is not appointed by us within 90 days; or
•: we determine not to require all of the Debt Securities of a series to be represented by a global security and notify the Trustee of our decision.

The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC, and we and any underwriters, dealers or agents take no responsibility for the accuracy thereof.

Any underwriters, dealers or agents of Debt Securities may be Direct Participants of DTC.

DESCRIPTION OF CAPITAL STOCK

The following statements are summaries of certain provisions of our Restated Certificate of Incorporation and are subject to the detailed provisions thereof. Such summaries do not purport to be complete, and reference is made to our Restated Certificate of Incorporation (which is filed as Exhibit 3.01 to our Form 10-K for the year ended December 31, 1996, File No. 1-12579) for a full and complete statement of such provisions.

Authorized Shares

Under our Restated Certificate of Incorporation, we are authorized to issue 125,000,000 shares of common stock, par value $.01 per share, of which 78,720,459 shares were outstanding on February 28, 2003.

We are also authorized to issue 5,000,000 shares of preferred stock, par value $.01 per share. As discussed below under the caption "—Rights to Purchase Series A Preferred Stock," we have created a series of preferred stock designated as "Series A Preferred Stock" and the number of shares constituting such series is 1,250,000. No shares of such Series A Preferred Stock and no shares of any other preferred stock are currently outstanding. Without shareholder approval, we may issue preferred stock in the future in such series as may be designated by our board of directors. In creating any such series, our board of directors has the authority to fix the rights and preferences of each series with respect to, among other things, the dividend rate, redemption provisions, liquidation preferences, sinking fund provisions, conversion rights and voting rights. The terms of any series of preferred stock that we may issue in the future may provide the holders of such preferred stock with rights that are senior to the rights of the holders of our common stock.

Dividend Rights

Before we can pay any dividends on our common stock, the holders of our preferred stock are entitled to receive their dividends at the respective rates as may be provided for the shares of their series. In addition, we may not, except in limited circumstances, declare or pay dividends on our common stock if we have deferred payment of interest on the junior subordinated debentures that were issued in connection with the trust originated preferred securities issued and sold by our subsidiary trust, OGE Energy Capital Trust I. Because we are a holding company and conduct all of our operations through our subsidiaries, our cash flow and ability to pay dividends will be dependent on the earnings and cash flows of our subsidiaries and the distribution or other payment of those earnings to us in the form of dividends, or in the form of repayments of loans or advances to us. We expect to derive principally all of the funds required by us to enable us to pay dividends on our common stock from dividends paid by Oklahoma Gas and Electric Company, on its common stock. Our ability to receive dividends on Oklahoma Gas and Electric Company's common stock is subject to the prior rights of the holders of any Oklahoma Gas and Electric Company preferred stock and the covenants of Oklahoma Gas and Electric Company's certificate of incorporation and its debt instruments limiting the ability of Oklahoma Gas and Electric Company to pay dividends.

Under Oklahoma Gas and Electric Company's certificate of incorporation, if any shares of its preferred stock are outstanding, dividends (other than dividends payable in shares of common stock), distributions or the amount paid for acquisitions of Oklahoma Gas and Electric Company common stock:

•: may not exceed 50% of Oklahoma Gas and Electric Company's net income for a recent twelve-month period, after deducting dividends on any preferred stock during the period, if the sum of the capital represented by the common stock, premiums on capital stock (restricted to premiums on common stock only by SEC orders), and surplus accounts is less than 20% of capitalization;

•: may not exceed 75% of Oklahoma Gas and Electric Company's net income for such twelve-month period, as adjusted if this capitalization ratio is 20% or more, but less than 25%; and
•: if this capitalization ratio exceeds 25%, dividends, distributions or acquisitions may not reduce the ratio to less than 25% except to the extent permitted by the provisions described in the above two bullet points.

Oklahoma Gas and Electric Company's certificate of incorporation further provides that no dividend may be declared or paid on the Oklahoma Gas and Electric Company common stock until all amounts required to be paid or set aside for any sinking fund for the redemption or purchase of Oklahoma Gas and Electric Company cumulative preferred stock, par value $25 per share, have been paid or set aside. Currently, no shares of Oklahoma Gas and Electric Company preferred stock are outstanding and no portion of the retained earnings of Oklahoma Gas and Electric Company is presently restricted by these provisions.

Voting Rights

Each holder of common stock and each holder of Series A Preferred Stock that may be issued in the future is entitled to one vote per share upon all matters upon which shareowners have the right to vote and generally will vote together as one class. Our board of directors has the authority to fix conversion and voting rights for any new series of preferred stock (including the right to elect directors upon a failure to pay dividends), provided that no share of preferred stock can have more than one vote per share. If, however, any Series A Preferred Stock is issued in the future and if and when dividends payable on such Series A Preferred Stock that may be issued in the future are in default for six full quarterly dividends and thereafter until all defaults shall have been paid, the holders of the Series A Preferred Stock, voting separately as one class, to the exclusion of the holders of common stock, will be entitled to elect two (2) directors.

Our Restated Certificate of Incorporation also contains "fair price" provisions, which require the approval by the holders of at least 80% of the voting power of our outstanding voting stock as a condition for mergers, consolidations, sales of substantial assets, issuances of capital stock and certain other business combinations and transactions involving us and any substantial (10% or more) holder of our voting stock unless the transaction is either approved by a majority of the members of our board of directors who are unaffiliated with the substantial holder or specified minimum price and procedural requirements are met. The provisions summarized in the foregoing sentence may be amended only by the approval of the holders of at least 80% of the voting power of our outstanding voting stock. Our voting stock consists of all outstanding shares entitled to vote generally in the election of directors and currently consists of our common stock.

Our voting stock does not have cumulative voting rights for the election of directors. Subject to the rights of the holders of the Series A Preferred Stock (if any are issued) to elect directors under certain circumstances, our Restated Certificate of Incorporation and By-Laws contain provisions stating that: (1) the board of directors will be divided into three classes as nearly equal in number as possible with staggered terms of office so that only approximately one-third of the directors are elected at each annual meeting of shareowners; (2) directors may be removed only with the approval of the holders of at least 80% of the voting power of our shares generally entitled to vote; (3) any vacancy on the board of directors will be filled only by the remaining directors then in office, though less than a quorum; (4) advance notice of introduction by shareowners of business at annual shareowner meetings and of shareowner nominations for the election of directors must be given and that certain information must be provided with respect to such matters; (5) shareowner action may be taken only at an annual meeting of shareowners or a special meeting of shareowners called by the President or the board of directors; and (6) the foregoing provisions may be amended only by the approval of the holders of at least 80% of the voting power of the shares generally entitled to vote. These provisions, along with the "fair price" provisions discussed above, the business combination and control share acquisition

provision discussed below and the Rights described below, may deter attempts to cause a change in control of our company (by proxy contest, tender offer or otherwise) and will make more difficult a change in control that is opposed by our board of directors.

Liquidation Rights

Subject to the prior rights of the holders of the Series A Preferred Stock that may be issued in the future and the possible prior rights of holders of other preferred stock that may be issued in the future, in the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of our common stock are entitled to receive the remaining assets and funds pro rata, according to the number of shares of common stock held.

Other Provisions

Oklahoma has enacted legislation aimed at regulating takeovers of corporations and restricting specified business combinations with interested shareholders. Under the Oklahoma General Corporation Act, a shareowner who acquires more than 15% of the outstanding voting shares of a corporation subject to the statute, but less than 85% of such shares, is prohibited from engaging in specified "business combinations" with the corporation for three years after the date that the shareowner became an interested stockholder. This provision does not apply if (1) before the acquisition date the corporation's board of directors has approved either the business combination or the transaction in which the shareowner became an interested shareowner or (2) the corporation's board of directors approves the business combination and at least two-thirds of the outstanding voting stock of the corporation not owned by the interested shareowner vote to authorize the business combination. The term "business combination" encompasses a wide variety of transactions with or caused by an interested shareowner in which the interested shareowner receives or could receive a benefit on other than a pro rata basis with other shareowners, including mergers, specified asset sales, specified issuances of additional shares to the interested shareowner, transactions with the corporation that increase the proportionate interest of the interested shareowner or transactions in which the interested shareowner receives certain other benefits.

Oklahoma law also contains control share acquisition provisions. These provisions generally require the approval of the holders of a majority of the corporation's voting shares held by disinterested shareowners before a person purchasing one-fifth or more of the corporation's voting shares can vote the shares in excess of the one-fifth interest. Similar shareholder approvals are required at one-third and majority thresholds.

The board of directors may allot and issue shares of common stock for such consideration, not less than the par value thereof, as it may from time to time determine. No holder of common stock has the preemptive right to subscribe for or purchase any part of any new or additional issue of stock or securities convertible into stock. Our common stock is not subject to further calls or to assessment by us.

Our common stock is listed on the New York Stock Exchange and the Pacific Exchange. ChaseMellon Shareholder Services LLC is the Transfer Agent and Registrar for our common stock.

Rights to Purchase Series A Preferred Stock

On August 7, 1995, our board of directors declared a dividend of one preferred stock purchase right (a "Right" or "Rights") for each outstanding share of our common stock. As a result of the two-for-one split of our common stock paid in the form of a stock dividend on June 15, 1998, one-half a Right automatically trades with each share of common stock. Our board of directors subsequently determined it to be in our best interests and in the best interests of our shareholders to amend and restate our Rights Agreement to extend its term to December 11, 2010 and to change the Purchase Price (as described below) to $130.00. If and when the Rights become exercisable, each Right will

entitle the holder of record to purchase from us one one-hundredth of a share of our Series A Preferred Stock, par value $.01 per share ("Series A Preferred Stock"), at a price of $130 per one one-hundredth of a share (the "Purchase Price"), although the price and the securities to be purchased are subject to adjustment as described below. The description and terms of the Rights are set forth in an Amended and Restated Rights Agreement dated October 10, 2000 (the "Rights Agreement") between us and ChaseMellon Shareholder Services LLC, as Rights Agent (the "Rights Agent").

Initially, (i) the Rights will not be exercisable, (ii) certificates will not be sent to shareowners, (iii) the Rights will be evidenced by the common stock certificates, (iv) the Rights will automatically trade with the common stock, (v) the Rights will be transferred with and only with such common stock certificates, (vi) new common stock certificates will contain a notation incorporating the Rights Agreement by reference and (vii) the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Rights associated with the common stock represented by such certificate.

Separate certificates representing the Rights will be distributed as soon as practicable after the "Distribution Date," which is the close of business on the earlier of:

•: the tenth day after a public announcement (or, if earlier, the date a majority of our board of directors becomes aware) that a person or group of affiliated or associated persons acquired, or obtained the right to acquire, beneficial ownership of our common stock or other securities representing 20% or more of the voting power of all of our securities then outstanding generally entitled to vote for the election of directors (such person or group being called an "Acquiring Person" and such date of first public announcement being called the "Stock Acquisition Date"), or
•: the tenth day after the commencement of, or public announcement of an intention to commence, a tender or exchange offer the consummation of which would result in the ownership of 20% or more of our outstanding voting power (the earlier of the dates in clause (i) or (ii) being called the "Distribution Date").

As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of our common stock as of the close of business on the Distribution Date, and such separate certificates alone will evidence the Rights from and after the Distribution Date.

Even if they have acquired, or obtained the right to acquire, beneficial ownership of 20% or more of our voting power, each of the following persons (an "Exempt Person") will not be deemed to be an Acquiring Person: (i) OG&E, us, any of our subsidiaries, any of our employee benefit plans or employee stock plans or of any of our subsidiaries or of OG&E; and (ii) any person who becomes an Acquiring Person solely by virtue of a reduction in the number of outstanding shares of common stock, unless and until such person shall become the beneficial owner of, or make a tender offer for any additional shares of common stock.

The holders of the Rights are not required to take any action until the Rights become exercisable. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on December 11, 2010, unless earlier redeemed or exchanged by us as described below.

In order to protect the value of the Rights to the holders, the Purchase Price and the number of shares of Series A Preferred Stock (or other securities or property) issuable upon exercise of the Rights are subject to adjustment from time to time (i) in the event of a stock dividend on, or subdivision, combination or reclassification of, our common stock or Series A Preferred Stock, (ii) upon the grant to holders of the Series A Preferred Stock of certain rights or warrants to subscribe for Series A Preferred Stock or convertible securities at less than the current market price of the Series A Preferred Stock or (iii) upon the distribution to holders of the Series A Preferred Stock of evidences of

indebtedness or assets (excluding dividends payable in Series A Preferred Stock) or of subscription rights or warrants (other than those referred to above).

These adjustments are called anti-dilution provisions and are intended to ensure that a holder of Rights will not be adversely affected by the occurrence of such events. Except under limited circumstances, we are not required to adjust the Purchase Price until cumulative adjustments require a change of at least 1% in the Purchase Price.

In the event (i) any Person (other than an Exempt Person) becomes an Acquiring Person (except pursuant to an offer for all outstanding shares of common stock that the independent directors determine prior to the time such offer is made to be fair to and otherwise in our best interests and in the best interests of our shareowners) or (ii) any Exempt Person who is the beneficial owner of 20% or more of our outstanding voting power fails to continue to qualify as an Exempt Person, then each holder of record of a Right, other than the Acquiring Person, will thereafter have the right to receive, upon payment of the Purchase Price, our common stock (or, in certain circumstances, cash, property or other securities) having a market value at the time of the transaction equal to twice the Purchase Price. Rights are not exercisable following such event, however, until such time as the Rights are no longer redeemable by us as set forth below. Any Rights that are or were at any time, on or after the Distribution Date, beneficially owned by an Acquiring Person shall become null and void.

For example, at an exercise price of $130 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $260 worth of common stock (or other consideration, as noted above) for $130. Assuming that the common stock had a per share value of $20 at such time, the holder of each valid Right would be entitled to purchase 13 shares of common stock for $130.

Subject to certain limited exceptions, after the Rights have become exercisable, if (i) we are acquired in a merger or other business combination (in which any shares of our common stock are changed into or exchanged for other securities or assets) or (ii) more than 50% of our and our subsidiaries' assets or earning power (taken as a whole) are sold or transferred in one or a series of related transactions, the Rights Agreement provides that proper provision shall be made so that each holder of record of a Right will have the right to receive, upon payment of the Purchase Price, that number of shares of common stock of the acquiring company having a market value at the time of such transaction equal to two times the Purchase Price.

To the extent that insufficient shares of common stock are available for the exercise in full of the Rights, holders of Rights will receive upon exercise shares of common stock to the extent available and then other of our securities, including units of shares of Series A Preferred Stock with terms substantially comparable to those of the common stock, property, debt securities, or cash, in proportions determined by us, so that the aggregate value received is equal to twice the Purchase Price. We, however, shall not be required to issue any cash, property or debt securities upon exercise of the Rights to the extent their aggregate value would exceed the amount of cash we would otherwise be entitled to receive upon exercise in full of the then exercisable Rights.

No fractional shares of Series A Preferred Stock or common stock will be required to be issued upon exercise of the Rights and, in lieu thereof, a payment in cash may be made to the holder of such Rights equal to the same fraction of the current market value of a share of Series A Preferred Stock or, if applicable, common stock.

At any time until the earlier of (i) ten days after the Stock Acquisition Date (subject to extension by the board of directors) or (ii) the date the Rights are exchanged pursuant to the Rights Agreement, we may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). Immediately upon the action of our board of directors authorizing redemption of the Rights, the right to exercise the Rights will terminate, and the only right of the holders of Rights will be to receive the Redemption Price without any interest thereon.

At any time after any Person becomes an Acquiring Person, the board of directors may, at its option, exchange all or part of the outstanding Rights (other than Rights held by the Acquiring Person and certain related parties) for shares of common stock at an exchange ratio of two shares of common stock per Right (subject to certain anti-dilution adjustments). The board may not effect such an exchange, however, at any time any Person or group owns 50% or more of our voting power. Immediately after the board orders such an exchange, the right to exercise the Rights shall terminate and the holders of Rights shall thereafter only be entitled to receive shares of common stock at the applicable exchange ratio.

Under presently existing federal income tax law, the issuance of the Rights is not taxable to us or to shareowners and will not change the way in which shareowners can presently trade our shares of common stock. If the Rights should become exercisable, shareowners, depending on then existing circumstances, may recognize taxable income.

The Rights Agreement may be amended by our board of directors. After the Distribution Date, however, the provisions of the Rights Agreement may be amended by the board only to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person or an affiliate or associate of an Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable. In addition, no supplement or amendment may be made which changes the Redemption Price, the final expiration date, the Purchase Price or the number of one one-hundredths of a share of Series A Preferred Stock for which a Right is exercisable, unless at the time of such supplement or amendment there has been no occurrence of a Stock Acquisition Date and such supplement or amendment does not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an associate or affiliate of an Acquiring Person).

Until a right is exercised, the holder, as such, will have no rights as a shareowner of us, including, without limitation, the right to vote or to receive dividends.

The Rights may have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by the board of directors and, accordingly, will make more difficult a change of control that is opposed by our board of directors. However, the Rights should not interfere with a proposed change of control (including a merger or other business combination) approved by a majority of the board of directors since the Rights may be redeemed by us at $.01 per Right at any time until ten days after the Stock Acquisition Date (subject to extension by the board of directors). Thus, the Rights are intended to encourage persons who may seek to acquire control of us to initiate such an acquisition through negotiations with the board of directors. Nevertheless, the Rights also may discourage a third party from making a partial tender offer or otherwise attempting to obtain a substantial equity position in, or seeking to obtain control of, us. To the extent any potential acquirers are deterred by the Rights, the Rights may have the effect of preserving incumbent management in office.

This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is filed as an Exhibit to our Report on Form 8-K dated October 26, 2000 (File No. 1-12579), and is incorporated herein by reference.

LEGAL OPINIONS

Legal opinions relating to the Debt Securities and common stock will be rendered by our counsel, Rainey, Ross, Rice & Binns, Oklahoma City, Oklahoma, and Jones Day, Chicago, Illinois. Rainey, Ross, Rice & Binns will pass on matters pertaining to local laws and as to these matters other counsel will rely on their opinions. As of April 1, 2003, Mr. Hugh D. Rice, a partner in Rainey, Ross, Rice & Binns, owned a beneficial interest in 3,000 shares of common stock of our company. Certain legal matters will be passed upon for any underwriters, dealers or agents named in a prospectus supplement by Chapman and Cutler, Chicago, Illinois.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 31, 2002, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.

PLAN OF DISTRIBUTION

We intend to sell the Debt Securities and common stock offered by this prospectus to or through underwriters or dealers, and may also sell the Debt Securities and common stock directly to other purchasers or through agents, as described in the prospectus supplement relating to an issue of Debt Securities or of common stock.

The distribution of the Debt Securities or common stock may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices.

Our outstanding common stock is listed for trading on the New York Stock Exchange and the Pacific Exchange.

In connection with the sale of the Debt Securities or common stock, underwriters may receive compensation from us or from purchasers of Debt Securities or common stock for whom they may act as agents in the form of discounts, concessions, or commissions. Underwriters may sell Debt Securities or common stock to or through dealers, and those dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of Debt Securities or common stock may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of Debt Securities or common stock by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933. Any person who may be deemed to be an underwriter will be identified, and any compensation received from us will be described in the prospectus supplement.

Under agreements into which we may enter in connection with the sale of Debt Securities or common stock, underwriters, dealers, and agents who participate in the distribution of Debt Securities or common stock may be entitled to indemnification by us against specified liabilities, including liabilities under the Securities Act of 1933.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

The SEC allows us to "incorporate by reference" in this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the filing of the initial registration statement until we sell all of the securities described in this prospectus.

•: Our Annual Report on Form 10-K for the year ended December 31, 2002;
•: Our Current Report on Form 8-K filed with the SEC on January 31, 2003;
•: The description of our common stock contained in Exhibit 99.02 to our Form 8-K filed with the SEC on November 1, 2000; and
•: The description of our rights to purchase Series A preferred stock contained in our Form 8-A filed with the SEC on November 1, 2000.

We are not required to, and do not expect to, provide annual reports to holders of our debt securities unless specifically requested by a holder.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Corporate Secretary
OGE Energy Corp.
321 N. Harvey, P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(405) 553-3000

PART II:

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an estimate of the approximate amount of our fees and expenses (other than underwriting discounts and commissions) in connection with the issuance of the Debt Securities and common stock:

Registration fee under the Securities Act of 1933		$	10,517	*
Fees of rating agencies		$	113,250
Printing and engraving		$	50,000
Accounting services		$	50,000
Legal fees of company counsel		$	60,000
Trustee's charges		$	15,000
Expenses and counsel fees for qualification or registration of the Debt Securities and common stock under state securities laws		$	10,000
Miscellaneous, including traveling, telephone, copying, shipping, and other out-of-pocket expenses		$	16,233

	Total	$	325,000

*: All items are estimated except the first.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 1031 of Title 18 of the Annotated Oklahoma Statutes provides that we may, and in some circumstances must, indemnify our directors and officers against liabilities and expenses incurred by them as a result of serving in that capacity, subject to some limitations and conditions set forth in the statute. Substantially similar provisions that require indemnification are contained in our Restated Certificate of Incorporation, which is filed as Exhibit 3.01 to our Form 10-K for the year ended December 31, 1996, and is incorporated herein by this reference. Our Restated Certificate of Incorporation also contains provisions limiting the liability of our officers and directors in some instances. We have an insurance policy covering our directors and officers against specified personal liability, which may include liabilities under the Securities Act of 1933, as amended. The forms of Purchase Agreement filed as Exhibits 1.01 and 1.02 include provisions requiring the underwriters to indemnify our directors and officers in some circumstances.

ITEM 16. EXHIBITS.

1.01		Form of Purchase Agreement for Debt Securities
1.02		Form of Purchase Agreement for Common Stock
4.01		Form of Indenture between OGE Energy Corp. and UMB Bank, N.A., as trustee.
4.02		Form of Supplemental Indenture for each series of Debt Securities, being a supplemental instrument to Exhibit 4.01 hereto.
5.01		Opinion of counsel as to legality of the Debt Securities and of the common stock.
12.01		Statement of computation of ratio of earnings to fixed charges.
23.01		Independent auditors' consent.
23.02		Legal counsel's consent.
24.01		Powers of attorney.
25.01		Form T-1 Statement of Eligibility of UMB Bank, N.A. to act as Trustee under the Indenture.

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ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable rounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City and State of Oklahoma on the 15th day of April, 2003.

		OGE ENERGY CORP.
		By:	/s/ STEVEN E. MOORE Steven E. Moore President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

* Steven E. Moore	President, Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)	April 15, 2003
* James R. Hatfield	Chief Financial Officer (Principal Financial Officer)	April 15, 2003
* Donald R. Rowlett	Vice President and Controller (Principal Accounting Officer)	April 15, 2003
* Herbert H. Champlin	Director	April 15, 2003
* Luke R. Corbett	Director	April 15, 2003
* William E. Durrett	Director	April 15, 2003
* Martha W. Griffin	Director	April 15, 2003

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* John D. Groendyke	Director	April 15, 2003
* Hugh L. Hembree, III	Director	April 15, 2003
* Robert Kelley	Director	April 15, 2003
* Ronald H. White, M.D.	Director	April 15, 2003
* J. D. Williams	Director	April 15, 2003

*By:

/s/ JAMES R. HATFIELD

James R. Hatfield
(Attorney-in-Fact)
April 15, 2003

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EXHIBIT INDEX

1.01		Form of Purchase Agreement for Debt Securities.
1.02		Form of Purchase Agreement for Common Stock.
4.01		Form of Indenture between OGE Energy Corp. and UMB Bank, N.A., as trustee.
4.02		Form of Supplemental Indenture for each series of Debt Securities, being a supplemental instrument to Exhibit 4.01 hereto.
5.01		Opinion of counsel as to legality of the Debt Securities and of the common stock.
12.01		Statement of computation of ratio of earnings to fixed charges.
23.01		Independent auditors' consent.
23.02		Legal counsel's consent.
24.01		Powers of attorney.
25.01		Form T-1 Statement of Eligibility of UMB Bank, N.A. to act as Trustee under the Indenture.

QuickLinks

TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
FORWARD-LOOKING STATEMENTS
OGE ENERGY CORP.
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES (unaudited)
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF CAPITAL STOCK
LEGAL OPINIONS
EXPERTS
PLAN OF DISTRIBUTION
WHERE YOU CAN FIND MORE INFORMATION
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ITEM 16. EXHIBITS.

ITEM 17. UNDERTAKINGS.

SIGNATURE
EXHIBIT INDEX



                                                                    EXHIBIT 1.01

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                                OGE ENERGY CORP.

                            (an Oklahoma corporation)

                     $             % ____________, Series due


                                     FORM OF
                               PURCHASE AGREEMENT
                                (Debt Securities)


Dated:

================================================================================



                                TABLE OF CONTENTS



                                                                                                        PAGE
                                                                                                       
SECTION 1.    REPRESENTATIONS AND WARRANTIES..............................................................2

     (a)   Representations and Warranties by the Company..................................................2

           (i)      Compliance with Registration Requirements.............................................2

           (ii)     Incorporated Documents................................................................3

           (iii)    Independent Accountants...............................................................4

           (iv)     Financial Statements..................................................................4

           (v)      No Material Adverse Change............................................................4

           (vi)     Good Standing of the Company..........................................................4

           (vii)    Good Standing of the Company's Subsidiaries...........................................4

           (viii)   Capitalization........................................................................5

           (ix)     Authorization of Agreement............................................................5

           (x)      Authorization of the Indenture........................................................5

           (xi)     Authorization of the Debt Securities..................................................5

           (xii)    Description of the Debt Securities and the Indenture..................................5

           (xiii)   Absence of Defaults and Conflicts.....................................................5

           (xiv)    Absence of Proceedings................................................................6

           (xv)     Accuracy of Exhibits..................................................................6

           (xvi)    Absence of Further Requirements.......................................................7

           (xvii)   Possession of Licenses and Permits....................................................7

           (xviii)  Title to Property.....................................................................7

     (b)   Officer's Certificates.........................................................................7

SECTION 2.    SALE AND DELIVERY TO UNDERWRITERS; CLOSING..................................................8

     (a)   Debt Securities................................................................................8

     (b)   Payment........................................................................................8

     (c)   Denominations; Registration....................................................................8

SECTION 3.    COVENANTS OF THE COMPANY....................................................................8

     (a)   Compliance with Securities Regulations and Commission Requests.................................8

     (b)   Filing of Amendments...........................................................................9

     (c)   Delivery of Registration Statements............................................................9





                                                                                                      
     (d)   Delivery of Prospectuses.......................................................................9

     (e)   Continued Compliance with Securities Laws......................................................9

     (f)   Rule 158......................................................................................10

     (g)   Use of Proceeds...............................................................................10

     (h)   Restriction on Sale of Securities.............................................................10

     (i)   Blue Sky Qualifications.......................................................................10

SECTION 4.    PAYMENT OF EXPENSES........................................................................10

     (a)   Expenses......................................................................................10

     (b)   Termination of Agreement......................................................................11

SECTION 5.    CONDITIONS OF UNDERWRITERS' OBLIGATIONS....................................................11

     (a)   Effectiveness of Registration Statement; Filing of Prospectus.................................11

     (b)   Opinions of Counsel for Company...............................................................11

           (i)      Opinion of Oklahoma Counsel..........................................................11

           (ii)     Opinion of Jones Day.................................................................13

     (c)   Opinion of Counsel for Underwriters...........................................................14

     (d)   Officers' Certificate.........................................................................14

     (e)   Accountants' Comfort Letter...................................................................14

     (f)   Bring-down Comfort Letter.....................................................................15

     (g)   Maintenance of Rating.........................................................................15

     (h)   Additional Documents..........................................................................15

     (i)   Termination of Agreement......................................................................15

SECTION 6.    CONDITIONS OF COMPANY'S OBLIGATIONS........................................................15

SECTION 7.    INDEMNIFICATION............................................................................16

     (a)   Indemnification of Underwriters...............................................................16

     (b)   Indemnification of Company, Directors and Officers............................................17

     (c)   Actions against Parties; Notification.........................................................17

     (d)   Settlement without Consent if Failure to Reimburse............................................18

SECTION 8.    CONTRIBUTION...............................................................................18

SECTION 9.    REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.............................19

SECTION 10.   TERMINATION OF AGREEMENT...................................................................19

     (a)   Termination; General..........................................................................19

     (b)   Liabilities...................................................................................20





                                                                                                
SECTION 11.   DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.................................................20

SECTION 12.   NOTICES....................................................................................21

SECTION 13.   PARTIES....................................................................................21

SECTION 14.   GOVERNING LAW AND TIME.....................................................................21

SECTION 15.   EFFECT OF HEADINGS.........................................................................21

SCHEDULES
Schedule A -- List of Underwriters.................................................................Sch. A-1
Schedule B -- Pricing Information..................................................................Sch. B-1
Schedule C -- Information Provided by Underwriters.................................................Sch. C-1




                                OGE ENERGY CORP.

                            (AN OKLAHOMA CORPORATION)

                                   $

                        % __________________, SERIES DUE

                               PURCHASE AGREEMENT

                                                                               ,

To:


Ladies and Gentlemen:

     OGE Energy Corp., an Oklahoma corporation (the "Company"), confirms its
agreement with       (the "Representative"),          and         (collectively,
with the Representative, the "Underwriters," which term includes any underwriter
substituted as hereinafter provided in Section 11 hereof), with respect to the
issue and sale by the Company and the purchase by the Underwriters, acting
severally and not jointly, of the respective principal amounts set forth in
Schedule A hereto of $            aggregate principal amount of the Company's
           %______________, Series due            (the "Debt Securities"). The
Debt Securities are to be issued pursuant to the Indenture dated as of         ,
between the Company and UMB Bank, N.A., as trustee (the "Trustee"), as amended
and supplemented by Supplemental Indenture No. , dated as of                 ,
creating the series in which the Debt Securities are to be issued. The term
"Indenture," as used herein, means such Indenture dated as of                ,
            as so amended and supplemented, and includes the Company Order (as
defined in the Indenture), if any, establishing the form and terms of the Debt
Securities pursuant to the Indenture.

     The Company understands that the Underwriters propose to make a public
offering of the Debt Securities as soon as they deem advisable after this
Agreement has been executed and delivered and the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the "1939 Act").

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-     ) covering the
registration of the Debt Securities under the Securities Act of 1933, as amended
(the "1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with paragraph (b) of Rule 424
("Rule 424(b)") of the rules and regulations of the Commission under the 1933
Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in



accordance with the provisions of Rule 434 and Rule 424(b). The information
included in such prospectus or in such Term Sheet, as the case may be, that was
omitted from such registration statement at the time it became effective is
referred to as the "Offering Terms." Each prospectus used before such
registration statement became effective, and any prospectus that omitted the
Offering Terms, that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto,
schedules thereto, if any, and the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became
effective and including the Offering Terms, is herein called the "Registration
Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933
Act Regulations is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. The final prospectus, including
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, in the form first furnished to the Underwriters for use in
connection with the offering of the Debt Securities is herein called the
"Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the
preliminary prospectus dated            , together with the Term Sheet, and all
references in this Agreement to the date of the Prospectus shall mean the date
of the Term Sheet. For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, the Prospectus or any Term
Sheet or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the "1934
Act") which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be.

     SECTION 1.  REPRESENTATIONS AND WARRANTIES

     (a)  REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to each Underwriter as of the date hereof and as of the Closing
Time (as defined in Section 2(b) hereof), and agrees with each Underwriter, as
follows:

                 (i)     COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company
     meets the requirements for use of Form S-3 under the 1933 Act. Each of the
     Registration Statement and any Rule 462(b) Registration Statement has
     become effective under the 1933 Act and no stop order suspending the
     effectiveness of the Registration Statement or any Rule 462(b) Registration
     Statement has been issued under the 1933 Act and no proceedings for that
     purpose have been instituted or are pending or, to the knowledge of

                                        2


     the Company, are contemplated by the Commission, and any request on the
     part of the Commission for additional information has been complied with.

          At the respective times the Registration Statement, any Rule 462(b)
     Registration Statement and any post-effective amendments thereto became
     effective (and, if later, at the time of the filing of the Company's annual
     report on Form 10-K) and at the Closing Time, the Registration Statement,
     the Rule 462(b) Registration Statement and any amendments and supplements
     thereto complied and will comply in all material respects with the
     requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act
     and the rules and regulations of the Commission under the 1939 Act (the
     "1939 Act Regulations"), and did not and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading. Neither the Prospectus nor any amendments or supplements
     thereto, at the time the Prospectus or any such amendment or supplement was
     issued and at the Closing Time, included or will include an untrue
     statement of a material fact or omitted or will omit to state a material
     fact necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. If Rule 434 is
     used, the Company will comply with the requirements of Rule 434. The
     representations and warranties in this subsection shall not apply to (A)
     that part of the Registration Statement which constitutes the Statement of
     Eligibility and Qualification (Form T-1) under the Trust Indenture Act of
     the Trustee, (B) information contained in the Registration Statement or the
     Prospectus relating to The Depository Trust Company and its book-entry
     system, or (C) statements in or omissions from the Registration Statement
     or Prospectus made in reliance upon and in conformity with the information
     furnished to the Company in writing by any Underwriter through the
     Representative expressly for use in the Registration Statement or
     Prospectus, which information is set forth on Schedule C hereto.

          Each preliminary prospectus and the prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 of the 1933 Act Regulations ("Rule
     424"), complied when so filed in all material respects with the 1933 Act
     Regulations, and each preliminary prospectus and the Prospectus delivered
     to the Underwriters for use in connection with this offering was identical
     to the electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                 (ii)    INCORPORATED DOCUMENTS. The documents incorporated or
     deemed to be incorporated by reference in the Registration Statement and
     the Prospectus, at the time they were or hereafter are filed with the
     Commission, complied and will comply in all material respects with the
     requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act
     and the rules and regulations of the Commission thereunder (the "1934 Act
     Regulations"), as applicable, and, when read together with the other
     information in the Prospectus, at the time the Registration Statement
     became effective (and, if later, at the time of the filing of the Company's
     annual report on Form 10-K), at the time the Prospectus was issued and at
     the Closing Time, did not and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading.

                                        3


                 (iii)   INDEPENDENT ACCOUNTANTS. Ernst & Young LLP, the
     accountants who examined the financial statements and supporting schedules
     included in the Registration Statement, are independent public accountants
     as required by the 1933 Act and the 1933 Act Regulations.

                 (iv)    FINANCIAL STATEMENTS. The financial statements included
     in the Registration Statement and the Prospectus, together with the related
     schedules and notes, present fairly the financial position of the Company
     and its consolidated subsidiaries at the dates indicated and the results of
     operations, stockholders' equity and cash flows of the Company and its
     consolidated subsidiaries for the periods specified; said financial
     statements have been prepared in conformity with generally accepted
     accounting principles ("GAAP") applied on a consistent basis throughout the
     periods involved, except as otherwise stated in the notes thereto. The
     supporting schedules, if any, included in the Registration Statement
     present fairly in accordance with GAAP the information required to be
     stated therein. The selected financial information included in the
     Prospectus presents fairly the information shown therein and has been
     compiled on a basis consistent with that of the audited financial
     statements included in the Registration Statement. The Company has no
     material contingent obligation which is not disclosed in the Prospectus.

                 (v)     NO MATERIAL ADVERSE CHANGE. Since the respective dates
     as of which information is given in the Registration Statement and the
     Prospectus, except as otherwise stated therein, (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings, results of operations, properties, business affairs or business
     prospects of the Company and its subsidiaries taken as a whole, whether or
     not arising in the ordinary course of business (a "Material Adverse
     Effect"), (B) there have been no transactions entered into by the Company,
     other than those in the ordinary course of business, which are material
     with respect to the Company and its subsidiaries taken as a whole, and (C)
     except for regular quarterly dividends on the Common Stock, par value $0.01
     per share, of the Company in amounts consistent with past practice, there
     has been no dividend or distribution of any kind declared, paid or made by
     the Company on any class of its capital stock.

                 (vi)    GOOD STANDING OF THE COMPANY. The Company has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Oklahoma and has corporate power and authority to
     own, lease and operate its properties and to conduct its business as
     described in the Prospectus and to enter into and perform its obligations
     under this Agreement; and the Company is duly qualified as a foreign
     corporation to transact business and is in good standing in each other
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except
     where the failure so to qualify or to be in good standing would not result
     in a Material Adverse Effect.

                 (vii)   GOOD STANDING OF THE COMPANY'S SUBSIDIARIES. Each
     subsidiary of the Company named in Exhibit 21.01 to the Company's most
     recent Annual Report on Form 10-K ("Significant Subsidiary") has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the jurisdiction of its incorporation and is

                                        4


     duly qualified as a foreign corporation to transact business and is in good
     standing in each jurisdiction in which it owns or leases substantial
     properties or in which the conduct of its business requires such
     qualification, except where the failure so to qualify or to be in good
     standing would not result in a Material Adverse Effect. The capital stock
     of each subsidiary owned by the Company, directly or through subsidiaries,
     is owned free and clear of any pledge, lien, encumbrance, or claim, except
     as disclosed in the Registration Statement.

                 (viii)  CAPITALIZATION. The authorized, issued and outstanding
     capital stock of the Company is as stated in the Prospectus. The shares of
     issued and outstanding capital stock of the Company have been duly and
     validly issued and are fully paid and non-assessable.

                 (ix)    AUTHORIZATION OF AGREEMENT. This Agreement has been
     duly authorized, executed and delivered by the Company.

                 (x)     AUTHORIZATION OF THE INDENTURE. The Indenture has been
     duly authorized by the Company and duly qualified under the 1939 Act and,
     when duly executed and delivered by the Company and the Trustee, will
     constitute a valid and binding agreement of the Company, enforceable
     against the Company in accordance with its terms, except as the enforcement
     thereof may be limited by bankruptcy, insolvency, reorganization,
     moratorium or similar laws affecting enforcement of creditors' rights
     generally and except as enforcement thereof is subject to general
     principles of equity (regardless of whether enforcement is considered in a
     proceeding in equity or at law).

                 (xi)    AUTHORIZATION OF THE DEBT SECURITIES. The Debt
     Securities have been duly authorized and, at the Closing Time, will have
     been duly executed by the Company and, when authenticated, issued and
     delivered in the manner provided for in the Indenture and delivered against
     payment of the purchase price therefor as provided in this Agreement, will
     constitute valid and binding obligations of the Company, enforceable
     against the Company in accordance with their terms, except as the
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting enforcement of
     creditors' rights generally and except as enforcement thereof is subject to
     general principles of equity (regardless of whether enforcement is
     considered in a proceeding in equity or at law), and will be in the form
     contemplated by, and entitled to the benefits provided by, the Indenture.

                 (xii)   DESCRIPTION OF THE DEBT SECURITIES AND THE INDENTURE.
     The Debt Securities and the Indenture will conform in all material respects
     to the respective statements relating thereto contained in the Prospectus
     and will be in substantially the respective forms filed or incorporated by
     reference, as the case may be, as exhibits to the Registration Statement.

                 (xiii)  ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company
     nor any Significant Subsidiary is in violation of its Restated Certificate
     of Incorporation or By-Laws or in default in the performance or observance
     of any obligation, agreement, covenant or condition contained in any
     contract, indenture, mortgage, deed of trust, loan

                                        5


     or credit agreement, note, lease or other agreement or instrument to which
     it is a party or by which it may be bound, or to which any of its property
     or assets is subject (collectively, "Agreements and Instruments") except
     for such defaults that would not result in a Material Adverse Effect; and
     the execution, delivery and performance of this Agreement, the Indenture
     and the Debt Securities, and the consummation of the transactions
     contemplated herein and in the Registration Statement (including the
     issuance and sale of the Debt Securities and the use of the proceeds from
     the sale of the Debt Securities as described in the Prospectus under the
     caption "Use of Proceeds") and compliance by the Company with its
     obligations hereunder and under the Indenture and the Debt Securities have
     been duly authorized by all necessary corporate action and do not and will
     not, whether with or without the giving of notice or passage of time or
     both, conflict with or constitute a breach of, or default or Repayment
     Event (as defined below) under, or result in the creation or imposition of
     any lien, charge or encumbrance upon any property or assets of the Company
     or any Significant Subsidiary pursuant to, the Agreements and Instruments
     (except for such conflicts, breaches, defaults or liens, charges or
     encumbrances that would not result in a Material Adverse Effect), nor will
     such action result in any violation of the provisions of the Restated
     Certificate of Incorporation or By-Laws of the Company or any Significant
     Subsidiary or any applicable law, statute, rule, regulation, judgment,
     order, writ or decree of any government, government instrumentality or
     court, domestic or foreign, having jurisdiction over the Company or any
     Significant Subsidiary or any of their assets, properties or operations. As
     used herein, a "Repayment Event" means any event or condition which gives
     the holder of any note, debenture or other evidence of indebtedness (or any
     person acting on such holder's behalf) the right to require the repurchase,
     redemption or repayment of all or a portion of such indebtedness by the
     Company or any Significant Subsidiary, other than such events or conditions
     that are contemplated by the terms of this Agreement and the Indenture.

                 (xiv)   ABSENCE OF PROCEEDINGS. Other than as disclosed in the
     Registration Statement, there is no action, suit, proceeding, inquiry or
     investigation before or brought by any court or governmental agency or
     body, domestic or foreign, now pending, or, to the knowledge of the
     Company, threatened, against or affecting the Company or any of its
     subsidiaries, which is required to be disclosed in the Registration
     Statement or which might reasonably be expected to result in a Material
     Adverse Effect, or which might reasonably be expected to materially and
     adversely affect the consummation of the transactions contemplated in this
     Agreement or the performance by the Company of its obligations hereunder.
     The aggregate of all pending legal or governmental proceedings to which the
     Company or any of its subsidiaries is a party or of which any of its
     property or assets is the subject which are not described in the
     Registration Statement, including ordinary routine litigation incidental to
     the business, could not reasonably be expected to result in a Material
     Adverse Effect.

                 (xv)    ACCURACY OF EXHIBITS. There are no contracts or
     documents which are required to be described in the Registration Statement,
     the Prospectus or the documents incorporated by reference therein or to be
     filed as exhibits thereto which have not been so described or filed as
     required.

                                        6


                 (xvi)   ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court or governmental authority or agency
     is necessary or required for the performance by the Company of its
     obligations hereunder, in connection with the offering, issuance or sale of
     the Debt Securities hereunder or the consummation of the transactions
     contemplated by this Agreement and the Registration Statement or for the
     due execution, delivery or performance of the Indenture by the Company,
     except such as have been already obtained.

                 (xvii)  POSSESSION OF LICENSES AND PERMITS. The Company and its
     subsidiaries possess such permits, licenses, approvals, consents,
     franchises and other authorizations issued by the appropriate federal,
     state, local or foreign regulatory agencies or bodies necessary to conduct
     in all material respects the business now operated by them and as described
     in the Registration Statement and Prospectus, except where the failure so
     to possess such permit, license, approval, consent or authorization would
     not, singly or in the aggregate, have a Material Adverse Effect
     (collectively, "Governmental Licenses"); the Company and each subsidiary is
     in compliance with the terms and conditions of all such Governmental
     Licenses, except where the failure so to comply would not, singly or in the
     aggregate, have a Material Adverse Effect; all of the Governmental Licenses
     are in full force and effect, except where the invalidity of such
     Governmental Licenses or the failure of such Governmental Licenses to be in
     full force and effect would not have a Material Adverse Effect; and neither
     the Company nor any subsidiary has received any notice of proceedings
     relating to the revocation or modification of any such Governmental
     Licenses which, singly or in the aggregate, if the subject of an
     unfavorable decision, ruling or finding, would result in a Material Adverse
     Effect.

                 (xviii) TITLE TO PROPERTY. The Company and its subsidiaries
     have good and sufficient title to all real property, principal plants and
     all other property owned by them and which is material to the Company's and
     its subsidiaries' operations taken as a whole, in each case, free and clear
     of all mortgages, pledges, liens, security interests, claims, restrictions
     or encumbrances of any kind except such as (a) are described in the
     Prospectus or (b) do not, singly or in the aggregate, materially affect the
     value of such property or do not interfere with the use made and proposed
     to be made of such property by the Company or its subsidiaries; and all of
     the leases and subleases material to the business of the Company and its
     subsidiaries taken as a whole, and under which the Company or its
     subsidiaries holds properties described in the Prospectus, are in full
     force and effect, and neither the Company nor any subsidiary has notice of
     any material claim of any sort that has been asserted by anyone adverse to
     the rights of the Company or any subsidiary under any of the leases or
     subleases mentioned above, or affecting or questioning the rights of the
     Company or any subsidiary to the continued possession of the leased or
     subleased premises under any such lease or sublease.

     (b)  OFFICER'S CERTIFICATES. Any certificate signed by any officer of the
Company and delivered to any Underwriter or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company to each Underwriter
as to the matters covered thereby.

                                        7


     SECTION 2.  SALE AND DELIVERY TO UNDERWRITERS; CLOSING

     (a)  DEBT SECURITIES. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price set forth in Schedule B, the principal amount of Debt Securities set
forth in Schedule A opposite the name of such Underwriter, plus any additional
principal amount of Debt Securities which such Underwriter may become obligated
to purchase pursuant to the provisions of Section 11 hereof.

     (b)  PAYMENT. Payment of the purchase price, and delivery of certificates,
for the Debt Securities shall be made at the offices of Jones Day, Chicago,
Illinois, or at such other place as shall be agreed upon by the Representative
and the Company, at 9:00 A.M. (Chicago time) on the third business day after the
date hereof (unless postponed in accordance with the provisions of Section 11),
or such other time not later than ten business days after such date as shall be
agreed upon by the Representative and the Company (such time and date of payment
and delivery being herein called "Closing Time").

     Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representative for the respective accounts of the Underwriters of
certificates for the Debt Securities to be purchased by them. It is understood
that each Underwriter has authorized the Representative, for its account, to
accept delivery of, receipt for, and make payment of the purchase price for, the
Debt Securities which it has agreed to purchase. The Representative,
individually and not as representative of the Underwriters, may (but shall not
be obligated to) make payment of the purchase price for the Debt Securities to
be purchased by any Underwriter whose funds have not been received by the
Closing Time, but such payment shall not relieve such Underwriter from its
obligations hereunder.

     (c)  DENOMINATIONS; REGISTRATION. One certificate for the Debt Securities
shall be in the amount of $            and registered in the name of Cede & Co.,
as nominee of The Depository Trust Company. The Company will make the Debt
Securities, which may be in temporary form, available for examination and
packaging by the Underwriters in New York, New York not later than 10:00 A.M.
(New York time) on the business day prior to the Closing Time.

     SECTION 3.  COVENANTS OF THE COMPANY

     The Company covenants with each Underwriter as follows:

     (a)  COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The
Company, subject to Section 3(b), will comply with the requirements of Rule 424
or Rule 434, as applicable, and will notify the Underwriters immediately, and
confirm the notice in writing, (i) of the effectiveness of any post-effective
amendment to the Registration Statement, or of the filing of any supplement to
the Prospectus or any amended Prospectus, (ii) of the receipt of any comments
from the Commission, (iii) of any request by the Commission for any amendment to
the Registration Statement or any amendment or supplement to the Prospectus or
for additional

                                        8


information, and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Debt Securities for offering or sale in
any jurisdiction, or of the initiation or threatening of any proceedings for any
of such purposes. The Company will promptly effect the filings necessary
pursuant to Rule 424(b) and will take such steps as it deems necessary to
ascertain promptly whether the form of prospectus transmitted for filing under
Rule 424(b) was received for filing by the Commission and, in the event that it
was not, it will promptly file such prospectus. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.

     (b)  FILING OF AMENDMENTS. The Company will give the Underwriters notice of
its intention to file or prepare any amendment to the Registration Statement
(including any filing under Rule 462(b)), any Term Sheet or any amendment,
supplement or revision to either the prospectus included in the Registration
Statement at the time it became effective or to the Prospectus, whether pursuant
to the 1933 Act, the 1934 Act or otherwise, will furnish the Representative with
copies of any such documents a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file or use any such document to
which the Representative or counsel for the Underwriters reasonably objects.

     (c)  DELIVERY OF REGISTRATION STATEMENTS. The Company has furnished or will
deliver to the Representative and counsel for the Underwriters, without charge,
signed copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts, in such number as the Representative reasonably requests, and will also
deliver to the Representative, without charge, a conformed copy of the
Registration Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters. The copies of the Registration
Statement and each amendment thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (d)  DELIVERY OF PROSPECTUSES. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act, such number of copies
of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request. The Prospectus and any amendments or supplements thereto
furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

     (e)  CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will comply
with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the
completion of the distribution of the Debt Securities as contemplated in this
Agreement and in the Prospectus. If at any time when a prospectus is required by
the 1933 Act to be delivered in connection with sales of the Debt

                                        9


Securities, any event occurs or condition exists as a result of which it is
necessary, in the opinion of counsel for the Underwriters or for the Company, to
amend the Registration Statement or amend or supplement the Prospectus in order
that the Prospectus will not include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, or if it is
necessary, in the opinion of such counsel, at any such time to amend the
Registration Statement or amend or supplement the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly prepare and file with the Commission, subject to Section 3(b),
such amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectus comply with
such requirements, and the Company will furnish to the Underwriters such number
of copies of such amendment or supplement as the Underwriters may reasonably
request.

     (f)  RULE 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

     (g)  USE OF PROCEEDS. The Company will use the net proceeds received by it
from the sale of the Debt Securities in the manner specified in the Prospectus
under "Use of Proceeds."

     (h)  RESTRICTION ON SALE OF SECURITIES. During the period beginning on the
date of this Agreement and continuing until the Closing Time, which period shall
in no event exceed __ business days, the Company will not, without the prior
written consent of the Representative, in its sole discretion, directly or
indirectly, issue, sell, offer or contract to sell, grant any option for the
sale of, or otherwise transfer or dispose of, any debt securities of the Company
which mature more than one year after the Closing Time and which are
substantially similar to the Debt Securities.

     (i)  BLUE SKY QUALIFICATIONS. The Company will furnish such information,
execute such instruments and take such action as may be required to qualify the
Shares for sale under the laws of such jurisdictions as the Representative may
designate and will maintain such qualifications in effect so long as required
for the distribution of the Shares; provided that the Company shall not be
required to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action which would subject it to general or unlimited
service of process in any jurisdiction where it is not now so subject.

     SECTION 4.  PAYMENT OF EXPENSES

     (a)  EXPENSES. Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters, the Indenture,
and such other documents as may be required in connection with the offering,
purchase, sale, issuance or

                                       10


delivery of the Debt Securities, (iii) all costs, taxes and expenses incident to
the preparation, issuance and delivery of the Debt Securities to the
Underwriters, (iv) the fees and disbursements of the Company's counsel,
accountants and other advisors, (v) the printing and delivery to the
Underwriters of copies of each preliminary prospectus, any Term Sheets and of
the Prospectus and any amendments or supplements thereto, (vi) the fees and
expenses of the Trustee, including the fees and disbursements of counsel for the
Trustee in connection with the Indenture and the Debt Securities, (vii) any fees
payable in connection with the rating of the Debt Securities and (viii) all
costs and expenses (including reasonable fees and expenses of counsel) incurred
in connection with "blue sky" qualifications.

     (b)  TERMINATION OF AGREEMENT. If this Agreement is terminated by the
Underwriters in accordance with the provisions of Section 5 or Section 10(a)(i)
hereof or in accordance with Section 6 hereof, the Company shall reimburse the
Underwriters for all of their out-of-pocket expenses, including the reasonable
fees and disbursements of counsel for the Underwriters.

     SECTION 5.  CONDITIONS OF UNDERWRITERS' OBLIGATIONS

     The obligations of the several Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof and in certificates of any officer of the Company delivered
pursuant to the provisions hereof, to the performance by the Company of its
covenants and other obligations hereunder and to the following further
conditions:

     (a)  EFFECTIVENESS OF REGISTRATION STATEMENT; FILING OF PROSPECTUS. The
Registration Statement, including any Rule 462(b) Registration Statement, has
become effective, and at Closing Time, no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act or proceedings therefor initiated or threatened by the Commission, and
any request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the
Underwriters. A prospectus containing the Offering Terms shall have been filed
with the Commission in accordance with Rule 424(b) or, if the Company has
elected to rely upon Rule 434, a Term Sheet shall have been filed with the
Commission in accordance with Rule 424(b).

     (b)  OPINIONS OF COUNSEL FOR COMPANY. At Closing Time, the Representative
shall have received the favorable opinions, dated as of Closing Time, of Rainey,
Ross, Rice & Binns, Oklahoma City, Oklahoma, and Jones Day, Chicago, Illinois,
each counsel for the Company, in form and substance satisfactory to counsel for
the Underwriters, together with signed original or reproduced copies of such
opinions for each of the other Underwriters to the effect set forth below and to
such further effect as counsel to the Underwriters may reasonably request.

                 (i)     OPINION OF OKLAHOMA COUNSEL.

                         (A)  the Company is a legally existing corporation and
          is in good standing under the laws of the State of Oklahoma and has
          corporate power, right and authority to do business and to own
          property in the State of Oklahoma in the manner and as set forth in
          the Prospectus;

                                       11


                         (B)  each Significant Subsidiary is a legally existing
          corporation and is in good standing under the laws of the jurisdiction
          of its incorporation and has the corporate power, right and authority
          to do business and to own property in their in their respective
          jurisdictions in the manner and as set forth in the Prospectus;

                         (C)  the Indenture has been duly and validly executed
          and delivered by the Company, which has full power and authority to
          enter into and perform its obligations thereunder; and the Indenture
          constitutes the binding and enforceable agreement of the Company in
          accordance with its terms, except as enforcement of provisions of the
          Indenture may be limited by bankruptcy or other applicable laws
          affecting the enforcement of creditors' rights;

                         (D)  the Debt Securities are in the form contemplated
          by the Indenture, have been duly and validly authorized by the
          Company, constitute valid and binding obligations of the Company and
          will be entitled to the benefits of the Indenture;

                         (E)  while, except as otherwise stated in said opinion,
          such counsel are not passing upon and do not assume responsibility for
          and shall not be deemed to have independently verified the accuracy,
          completeness or fairness of the Registration Statement or the
          Prospectus, nothing has come to the attention of such counsel that
          would lead them to believe that the Registration Statement at the time
          it became effective contained an untrue statement of a material fact
          or omitted to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading or that the
          Prospectus at the time it was filed pursuant to Rule 424 and/or Rule
          434 under the 1933 Act or at the Closing Time contained an untrue
          statement of a material fact or omitted to state a material fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading;

                         (F)  the execution and delivery of this Agreement have
          been duly authorized by the necessary action on the part of the
          Company and this Agreement constitutes the valid and binding agreement
          of the Company except to the extent that the provisions for
          indemnities or contribution may be held to be unenforceable as against
          public policy;

                         (G)  such counsel does not know of any legal or
          governmental proceedings required to be described in the Prospectus
          which are not described as required, nor of any contracts or documents
          of a character required to be described in the Registration Statement
          or Prospectus or to be filed as exhibits to the Registration Statement
          which are not described or filed as required;

                         (H)  the Indenture and the Debt Securities conform in
          all material respects to the statements concerning them in the
          Prospectus;

                                       12


                         (I)  all statements contained in the Registration
          Statement and Prospectus purporting to set forth the advice or the
          opinion of such counsel or to be based upon the opinion of such
          counsel correctly set forth the opinion of such counsel on such
          respective matters;

                         (J)  the execution and delivery of this Agreement and
          the issuance of the Debt Securities, and compliance with the
          provisions thereof, under the circumstances contemplated hereby and
          thereby, do not and will not violate the Restated Certificate of
          Incorporation or By-Laws of the Company or any Significant Subsidiary,
          or in any material respect conflict with or constitute on the part of
          the Company or any Significant Subsidiary a breach of or default under
          any indenture, lease, mortgage, deed of trust, note, agreement or
          other instrument known to such counsel to which the Company or such
          Significant Subsidiary is a party or any law, regulation, consent
          decree or administrative, arbitration or court order known to such
          counsel to which the Company or such Significant Subsidiary is
          subject;

                         (K)  no approval, authorization, consent, certificate
          or order of any Oklahoma commission or regulatory authority is
          necessary with respect to the offering, issuance, sale or delivery of
          the Debt Securities to the Underwriters as contemplated in this
          Agreement; and

                 (ii)    OPINION OF JONES DAY.

                         (A)  such opinion shall cover the matters set forth in
          subdivisions (E), (G), (H) and (J) of paragraph (b)(i) of this Section
          5;

                         (B)  the Registration Statement, including any Rule
          462(b) Registration Statement, has become effective under the 1933
          Act, the Prospectus has been filed pursuant to Rule 424(b) and/or Rule
          434 of the 1933 Act Regulations, and, to the best knowledge of said
          counsel, no proceedings for a stop order in respect thereof are
          pending or threatened under Section 8(d) or 8(e) of the 1933 Act;

                         (C)  the Registration Statement, including any Rule
          462(b) Registration Statement, the Offering Terms and the Prospectus
          (except as to the financial statements and financial or statistical
          data contained therein, with respect to which said counsel need
          express no opinion) comply as to form, in all material respects, with
          the requirements of the 1933 Act, the 1934 Act and the 1939 Act and
          the rules and regulations of the Commission under such Acts; and the
          documents incorporated or deemed to be incorporated by reference in
          the Registration Statement and the Prospectus (except as to the
          financial statements and financial or statistical data contained
          therein, with respect to which said counsel need express no opinion)
          as of their respective dates of filing with the Commission complied as
          to form in all material respects with the 1934 Act and the 1934 Act
          Regulations;

                                       13


                         (D)  the Indenture has been qualified under the 1939
          Act as and to the extent required by the provisions of the 1939 Act;
          and

                         (E)  all approvals, authorizations, consents,
          certificates or orders of any state or federal commission or
          regulatory authority that are necessary with respect to the issuance
          and sale of the Debt Securities by the Company as contemplated in this
          Agreement have been obtained.

                 Such opinion may be subject to the reservation that, in giving
          such opinion, said counsel has relied on the opinion of Oklahoma
          counsel as to all matters of Oklahoma law, provided that such opinion
          shall state that said counsel believes that the Underwriters and they
          are justified in relying on the opinion of Oklahoma counsel.

     (c)  OPINION OF COUNSEL FOR UNDERWRITERS. At Closing Time, the
Representative shall have received the favorable opinion, dated as of Closing
Time, of Chapman and Cutler, counsel for the Underwriters, together with signed
original or reproduced copies of such letter for each of the other Underwriters
with respect to such matters related to the issuance and sale of the Debt
Securities as the Underwriters may reasonably require, and the Company shall
have furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In giving such opinion such counsel may
rely, as to all matters governed by the laws of jurisdictions other than the law
of the State of Illinois and the federal law of the United States, upon the
opinions of Oklahoma counsel or other counsel satisfactory to the Underwriters.

     (d)  OFFICERS' CERTIFICATE. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change in the condition, financial
or otherwise, or in the earnings, results of operations, properties, business
affairs or business prospects of the Company and its subsidiaries taken as a
whole, whether or not arising in the ordinary course of business, and the
Underwriters shall have received a certificate of the chief executive officer or
a vice president of the Company and of the chief financial or chief accounting
officer of the Company, dated as of Closing Time, to the effect that (i) there
has been no such material adverse change, (ii) the representations and
warranties in this Agreement are true and correct with the same force and effect
as though expressly made at and as of Closing Time, (iii) the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending or, to their
knowledge, are contemplated by the Commission.

     (e)  ACCOUNTANTS' COMFORT LETTER. At the time of the execution of this
Agreement, the Representative shall have received from Ernst & Young LLP a
letter, dated such date, in form and substance satisfactory to the Underwriters,
together with signed original or reproduced copies of such letter for each of
the other Underwriters, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

                                       14


     (f)  BRING-DOWN COMFORT LETTER. At Closing Time, the Representative shall
have received from Ernst & Young LLP a letter, dated as of Closing Time,
together with signed original or reproduced copies of such letter for each of
the other Underwriters, to the effect that Ernst & Young LLP reaffirms the
statements made in the letter furnished pursuant to subsection (e) of this
Section, except that the specified date referred to shall be a date not more
than three business days prior to Closing Time.

     (g)  MAINTENANCE OF RATING. At Closing Time, the Debt Securities shall be
rated at least by Moody's Investors Service, Inc. and    by Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. Since the date
of this Agreement, there shall not have occurred a downgrading in the rating
assigned to any of the Company's securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall
have publicly announced that it has under surveillance or review its rating of
the Debt Securities or any of the Company's other securities.

     (h)  ADDITIONAL DOCUMENTS. At Closing Time, counsel for the Underwriters
shall have been furnished with such documents and opinions as they may require
for the purpose of enabling them to pass upon the issuance and sale of the Debt
Securities as herein contemplated, or in order to evidence the accuracy of any
of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Debt Securities as herein
contemplated shall be satisfactory in form and substance to the Underwriters and
counsel for the Underwriters.

     (i)  TERMINATION OF AGREEMENT. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Underwriters by notice to the Company at any
time at or prior to Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 7, 8 and 9 shall survive any such termination and remain
in full force and effect.

     In giving the opinions contemplated by paragraphs (b) and (c) of this
Section 5, counsel may rely upon certificates of state officials as to the
Company's and its Significant Subsidiaries good standing and upon certificates
of officers of the Company as to matters of fact relevant to such opinions. In
giving such opinions, counsel may assume (i) that the Debt Securities have been
executed on behalf of the Company by the manual or facsimile signatures of the
President or a Vice President and the Secretary or an Assistant Secretary of the
Company and have been manually authenticated by an authorized official of the
Trustee, (ii) that the signatures on all documents examined by them are genuine,
and (iii) that the written information supplied by the Underwriters expressly
for use in the Registration Statement or the Prospectus is adequate.

     SECTION 6.  CONDITIONS OF COMPANY'S OBLIGATIONS

     The obligation of the Company to deliver the Debt Securities upon payment
therefor shall be subject to the following conditions:

                                       15


     At the Closing Time, no stop order suspending the effectiveness of the
Registration Statement shall be in effect and no proceedings for that purpose
shall then be pending before, or threatened by, the Commission.

     In case any of the conditions specified above in this Section 6 shall not
have been fulfilled, this Agreement may be terminated by the Company by
delivering written notice of termination to the Underwriters. Any such
termination shall be without liability of any party to any other party except to
the extent provided in Section 4 hereof and except that Sections 1, 7, 8 and 9
shall survive any such termination and remain in full force and effect.

     SECTION 7.  INDEMNIFICATION

     (a)  INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                 (i)     against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, arising out of any untrue statement or
     alleged untrue statement of a material fact contained in the Registration
     Statement (or any amendment thereto), including the Offering Terms, or the
     omission or alleged omission therefrom of a material fact required to be
     stated therein or necessary to make the statements therein not misleading
     or arising out of any untrue statement or alleged untrue statement of a
     material fact contained in any preliminary prospectus or the Prospectus (or
     any amendment or supplement thereto), or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

                 (ii)    against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, to the extent of the aggregate amount paid
     in settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     7(d) below) any such settlement is effected with the written consent of the
     Company; and

                 (iii)   against any and all expense whatsoever, as incurred
     (including the fees and disbursements of counsel chosen by the
     Representative), reasonably incurred in investigating, preparing or
     defending against any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with the written information furnished to the Company by
any Underwriter through the Representative expressly for use in

                                       16


the Registration Statement (or any amendment thereto), including the Offering
Terms, or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto), which information is set forth on Schedule C hereto. The
foregoing indemnity agreement is in addition to any liability which the Company
may otherwise have to any Underwriter or to any controlling person of that
Underwriter.

     (b)  INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. Each Underwriter,
severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Offering Terms,
or any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with the written information
furnished to the Company by such Underwriter through the Representative
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), which information is set forth on Schedule C hereto. The foregoing
indemnity is in addition to any liability which any Underwriter may otherwise
have to the Company or any such director, officer or controlling person.

     (c)  ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by the Representative, and,
in the case of parties indemnified pursuant to Section 7(b) above, counsel to
the indemnified parties shall be selected by the Company. An indemnifying party
may participate at its own expense in the defense of any such action; PROVIDED,
HOWEVER, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 or Section
8 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability (including
any obligation to pay any amounts in settlements) arising out of such
litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

                                       17


     (d)  SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 7(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     SECTION 8.  CONTRIBUTION

     If the indemnification provided for in Section 7 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Debt Securities pursuant to this
Agreement or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Underwriters on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

     The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Debt
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the Debt
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total underwriting discount received by the Underwriters, in
each case as set forth on the cover of the Prospectus, or, if Rule 434 is used,
the corresponding location on the Term Sheet, bear to the aggregate initial
public offering price of the Debt Securities as set forth on such cover or
corresponding location, as the case may be.

     The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 8 shall be deemed to
include any legal or

                                       18


other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.

     Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Debt Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 8, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 8 are several in
proportion to the principal amount of Debt Securities set forth opposite their
respective names in Schedule A hereto and not joint.

     SECTION 9.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY

     All representations, warranties and agreements contained in this Agreement
or in certificates of officers of the Company or any of its subsidiaries
submitted pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive
delivery of the Debt Securities to the Underwriters.

     SECTION 10.  TERMINATION OF AGREEMENT

     (a)  TERMINATION; GENERAL. The Representative may terminate this Agreement,
by notice to the Company, at any time at or prior to Closing Time (i) if there
has been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Prospectus, any loss sustained by
the Company by strike, fire, flood, accident or other calamity of such character
as to interfere materially with the conduct of the business and operations of
the Company regardless of whether or not such loss shall have been insured, or
any material adverse change in the condition, financial or otherwise, or in the
earnings, results of operations, properties, business affairs or business
prospects of the Company, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any material adverse change in the
financial markets in the United States, any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representative, impracticable to market the

                                       19


Debt Securities or to enforce contracts for the sale of the Debt Securities, or
(iii) if trading in any securities of the Company has been suspended or
materially limited by the Commission or the New York Stock Exchange, or if
trading generally on the American Stock Exchange or the New York Stock Exchange
or in the Nasdaq National Market has been suspended or materially limited, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by any of said exchanges or by such system or by
order of the Commission, the National Association of Securities Dealers, Inc. or
any other governmental authority, or (iv) if a banking moratorium has been
declared by either federal, New York or Oklahoma authorities or there is a
material disruption in securities settlement or clearance services in the United
States. (b) LIABILITIES. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 7, 8 and 9 shall survive such termination and remain in full force and
effect.

     SECTION 11.  DEFAULT BY ONE OR MORE OF THE UNDERWRITERS

     If one or more of the Underwriters fails at Closing Time to purchase the
Debt Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Debt Securities"), the remaining Underwriter or Underwriters
will have the right, within 24 hours thereafter, to make arrangements for one or
more of the non-defaulting Underwriters, or any other underwriter or
underwriters, to purchase all, but not less than all, of the Defaulted Debt
Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the remaining Underwriter or Underwriters do not complete
such arrangements within such 24-hour period, then:

          (a)   if the number of Defaulted Debt Securities does not exceed 10%
     of the aggregate principal amount of the Debt Securities to be purchased
     hereunder, each of the non-defaulting Underwriters will be obligated,
     severally and not jointly, to purchase the full amount thereof in the
     proportions that their respective underwriting obligations hereunder bear
     to the underwriting obligations of all non-defaulting Underwriters, or

          (b)   if the number of Defaulted Debt Securities exceeds 10% of the
     aggregate principal amount of the Debt Securities to be purchased
     hereunder, this Agreement will terminate without liability on the part of
     any non-defaulting Underwriter.

     No action taken pursuant to this Section will relieve any defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination of
this Agreement, either the remaining Underwriter or Underwriters or the Company
will have the right to postpone the Closing Time for a period not exceeding
seven days in order to effect any required changes in the Registration Statement
or Prospectus or in any other documents or arrangements. As used herein, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section 11.

                                       20


     SECTION 12.  NOTICES

     All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters shall be directed to


     ; each with a copy to Chapman and Cutler, 111 W. Monroe Street, Chicago,
Illinois 60603, Attention: Jonathan A. Koff. Notices to the Company shall be
directed to it at OGE Energy Corp., 321 North Harvey, P. O. Box 321, Oklahoma
City, Oklahoma, Attention: President and Chief Executive Officer, with a copy to
Jones Day, 77 West Wacker, Chicago, Illinois 60601, Attention: Robert J. Joseph,
Esq.

     SECTION 13.  PARTIES

     This Agreement shall inure to the benefit of and be binding upon the
Underwriters and the Company and their respective successors. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the Underwriters and the Company and
their respective successors and the controlling persons and officers and
directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Debt Securities from any Underwriter shall be
deemed to be a successor by reason merely of such purchase.

     SECTION 14.  GOVERNING LAW AND TIME

     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. Except as otherwise set forth herein, specified
times of day refer to New York City time.

     SECTION 15.  EFFECT OF HEADINGS

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                      [This space intentionally left blank]

                                       21


     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.

                                       Very truly yours, OGE
                                       ENERGY CORP.


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------

CONFIRMED AND ACCEPTED,
  as of the date first above written:


BY:


By:
    ----------------------------------
Title:
       -------------------------------



                                   SCHEDULE A.



                                                                                                     Principal
                                                                                                  Amount of Debt
                                  Name of Underwriter                                               Securities
- -----------------------------------------------------------------------------------------     ----------------------
                                                                                           
  .....................................................................................       $

  .....................................................................................       $

  .....................................................................................       $
                                                                                              ----------------------
  Total................................................................................       $
                                                                                              ======================


                                    Sch. A-1


                                   SCHEDULE B.

                                OGE ENERGY CORP.

                       $          % _________, Series due

     1.   The initial public offering price of the Debt Securities is        %
of the principal amount thereof, plus accrued interest, if any, from the date of
issuance.

     2.   The purchase price to be paid by the Underwriters for the Debt
     Securities is % of the principal amount thereof.

     3.   The interest rate on the Debt Securities is         % per annum.

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

                                    Sch. B-1


                                   SCHEDULE C.

     The information set forth below constitutes the only information furnished
to the Company by any Underwriter expressly for use in the Registration
Statement (or any amendment thereto) or preliminary prospectus or the Prospectus
(or any amendment or supplement thereto):

                                    Sch. C-1



                                                                    EXHIBIT 1.02

================================================================================


                                OGE ENERGY CORP.

                            (an Oklahoma corporation)

            ____ Shares of Common Stock, par value $0.01 per share*


                                     FORM OF
                               PURCHASE AGREEMENT
                                 (Common Stock)


Dated:

================================================================================


- ----------
* Plus an option to acquire to_____additional shares of Common Stock.



                                TABLE OF CONTENTS



                                                                                                        PAGE
                                                                                                       
SECTION 1.    REPRESENTATIONS AND WARRANTIES..............................................................2

     (a)   Representations and Warranties by the Company..................................................2

           (i)      Compliance with Registration Requirements.............................................2

           (ii)     Incorporated Documents................................................................3

           (iii)    Independent Accountants...............................................................3

           (iv)     Financial Statements..................................................................3

           (v)      No Material Adverse Change............................................................4

           (vi)     Good Standing of the Company..........................................................4

           (vii)    Good Standing of the Company's Subsidiaries...........................................4

           (viii)   Capitalization........................................................................4

           (ix)     Authorization of Agreement............................................................5

           (x)      Authorization of Shares...............................................................5

           (xi)     Absence of Defaults and Conflicts.....................................................5

           (xii)    Absence of Proceedings................................................................5

           (xiii)   Accuracy of Exhibits..................................................................6

           (xiv)    Absence of Further Requirements.......................................................6

           (xv)     Possession of Licenses and Permits....................................................6

           (xvi)    Title to Property.....................................................................6

           (xvii)   Stabilization.........................................................................7

     (b)   Officer's Certificates.........................................................................7

SECTION 2.    SALE AND DELIVERY TO UNDERWRITERS; CLOSING..................................................7

     (a)   Purchase and Sale..............................................................................7

     (b)   Delivery and Payment...........................................................................8

SECTION 3.    COVENANTS OF THE COMPANY....................................................................8

     (a)   Compliance with Securities Regulations and Commission Requests.................................8

     (b)   Filing of Amendments...........................................................................8

     (c)   Delivery of Registration Statements............................................................9

     (d)   Delivery of Prospectuses.......................................................................9

     (e)   Continued Compliance with Securities Laws......................................................9





                                                                                                      
     (f)   Rule 158......................................................................................10

     (g)   Use of Proceeds...............................................................................10

     (h)   Restriction on Sale of Securities.............................................................10

     (i)   Listing of Shares.............................................................................10

     (j)   Blue Sky Qualification........................................................................10

SECTION 4.    PAYMENT OF EXPENSES........................................................................10

     (a)   Expenses......................................................................................10

     (b)   Termination of Agreement......................................................................10

SECTION 5.    CONDITIONS OF UNDERWRITERS' OBLIGATIONS....................................................11

     (a)   Effectiveness of Registration Statement; Filing of Prospectus.................................11

     (b)   Opinions of Counsel for Company...............................................................11

           (i)      Opinion of Oklahoma Counsel..........................................................11

           (ii)     Opinion of Jones Day.................................................................13

     (c)   Opinion of Counsel for Underwriters...........................................................14

     (d)   Officers' Certificate.........................................................................14

     (e)   Accountants' Comfort Letter...................................................................14

     (f)   Bring-down Comfort Letter.....................................................................14

     (g)   Maintenance of Rating.........................................................................14

     (h)   Listing of Shares.............................................................................15

     (i)   Additional Documents..........................................................................15

     (j)   Termination of Agreement......................................................................15

SECTION 6.    CONDITIONS OF COMPANY'S OBLIGATIONS........................................................15

SECTION 7.    INDEMNIFICATION............................................................................16

     (a)   Indemnification of Underwriters...............................................................16

     (b)   Indemnification of Company, Directors and Officers............................................16

     (c)   Actions against Parties; Notification.........................................................17

     (d)   Settlement without Consent if Failure to Reimburse............................................17

SECTION 8.    CONTRIBUTION...............................................................................18

SECTION 9.    REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.............................19

SECTION 10.   TERMINATION OF AGREEMENT...................................................................19

     (a)   Termination; General..........................................................................19

     (b)   Liabilities...................................................................................20





                                                                                                
SECTION 11.   DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.................................................20

SECTION 12.   NOTICES....................................................................................20

SECTION 13.   PARTIES....................................................................................21

SECTION 14.   GOVERNING LAW AND TIME.....................................................................21

SECTION 15.   EFFECT OF HEADINGS.........................................................................21

SCHEDULES
Schedule A -- List of Underwriters.................................................................Sch. A-1
Schedule B -- Information Provided by Underwriters.................................................Sch. B-1




                                OGE ENERGY CORP.

                            (AN OKLAHOMA CORPORATION)

             ____ SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

                               PURCHASE AGREEMENT

                                                                               ,


To:


Ladies and Gentlemen:

     OGE Energy Corp., an Oklahoma corporation (the "Company"), confirms its
agreement with         (the "Representative"),         and        (collectively,
with the Representative, the "Underwriters," which term includes any underwriter
substituted as hereinafter provided in Section 11 hereof), with respect to the
issue and sale by the Company and the purchase by the Underwriters, acting
severally and not jointly, of an aggregate of ________ shares (the "Firm
Shares") and at the election of the Underwriters an aggregate of __________
additional shares (the "Option Shares") of common stock, par value $0.01 per
share, of the Company, in each case, including the associated preferred stock
purchase rights (the "Common Stock"). The Firm Shares and the Option Shares that
the Underwriters elect to purchase pursuant to Section 2 are hereinafter
collectively called the "Shares."

     The Company understands that the Underwriters propose to make a public
offering of the Shares as soon as they deem advisable after this Agreement has
been executed and delivered.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-     ) covering the
registration of the Shares under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with paragraph (b) of Rule 424
("Rule 424(b)") of the rules and regulations of the Commission under the 1933
Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The
information included in such prospectus or in such Term Sheet, as the case may
be, that was omitted from such registration statement at the time it became
effective is referred to as the "Offering Terms." Each prospectus used before
such registration statement became effective, and any prospectus that omitted
the Offering Terms, that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto,
schedules thereto, if any, and the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became



effective and including the Offering Terms, is herein called the "Registration
Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933
Act Regulations is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. The final prospectus, including
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, in the form first furnished to the Underwriters for use in
connection with the offering of the Shares is herein called the "Prospectus." If
Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary
prospectus dated       , together with the Term Sheet, and all references in
this Agreement to the date of the Prospectus shall mean the date of the Term
Sheet. For purposes of this Agreement, all references to the Registration
Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any
amendment or supplement to any of the foregoing shall be deemed to include the
copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system ("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the "1934
Act") which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be.

     SECTION 1. REPRESENTATIONS AND WARRANTIES

     (a)  REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to each Underwriter as of the date hereof and as of the Closing
Time (as defined in Section 2(b) hereof), and agrees with each Underwriter, as
follows:

                (i)     COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company
     meets the requirements for use of Form S-3 under the 1933 Act. Each of the
     Registration Statement and any Rule 462(b) Registration Statement has
     become effective under the 1933 Act and no stop order suspending the
     effectiveness of the Registration Statement or any Rule 462(b) Registration
     Statement has been issued under the 1933 Act and no proceedings for that
     purpose have been instituted or are pending or, to the knowledge of the
     Company, are contemplated by the Commission, and any request on the part of
     the Commission for additional information has been complied with.

          At the respective times the Registration Statement, any Rule 462(b)
     Registration Statement and any post-effective amendments thereto became
     effective (and, if later, at the time of filing of the Company's annual
     report on Form 10-K) and at the Closing Time, the Registration Statement,
     the Rule 462(b) Registration Statement and any amendments and supplements
     thereto complied and will comply in all material respects with the
     requirements of the 1933 Act and the 1933 Act Regulations, and did not and
     will

                                        2


     not contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading. Neither the Prospectus nor any
     amendments or supplements thereto, at the time the Prospectus or any such
     amendment or supplement was issued and at the Closing Time, included or
     will include an untrue statement of a material fact or omitted or will omit
     to state a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading. If Rule 434 is used, the Company will comply with the
     requirements of Rule 434. The representations and warranties in this
     subsection shall not apply to (A) that part of the Registration Statement
     which constitutes the Statement of Eligibility and Qualification (Form T-1)
     under the Trust Indenture Act of 1939, (B) information contained in the
     Registration Statement or the Prospectus relating to The Depository Trust
     Company and its book-entry system, or (C) statements in or omissions from
     the Registration Statement or Prospectus made in reliance upon and in
     conformity with the information furnished to the Company in writing by any
     Underwriter through the Representative expressly for use in the
     Registration Statement or Prospectus, which information is set forth on
     Schedule B hereto.

          Each preliminary prospectus and the prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 of the 1933 Act Regulations ("Rule
     424"), complied when so filed in all material respects with the 1933 Act
     Regulations, and each preliminary prospectus and the Prospectus delivered
     to the Underwriters for use in connection with this offering was identical
     to the electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                (ii)    INCORPORATED DOCUMENTS. The documents incorporated or
     deemed to be incorporated by reference in the Registration Statement and
     the Prospectus, at the time they were or hereafter are filed with the
     Commission, complied and will comply in all material respects with the
     requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act
     and the rules and regulations of the Commission thereunder (the "1934 Act
     Regulations"), as applicable, and, when read together with the other
     information in the Prospectus, at the time the Registration Statement
     became effective (and, if later, at the time of filing of the Company's
     annual report on Form 10-K), at the time the Prospectus was issued and at
     the Closing Time, did not and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading.

                (iii)   INDEPENDENT ACCOUNTANTS. Ernst & Young LLP, the
     accountants who examined the financial statements and supporting schedules
     included in the Registration Statement, are independent public accountants
     as required by the 1933 Act and the 1933 Act Regulations.

                (iv)    FINANCIAL STATEMENTS. The financial statements included
     in the Registration Statement and the Prospectus, together with the related
     schedules and notes, present fairly the financial position of the Company
     and its consolidated subsidiaries at the dates indicated and the results of
     operations, stockholders' equity and cash flows of the Company and its
     consolidated subsidiaries for the periods specified; said financial

                                        3


     statements have been prepared in conformity with generally accepted
     accounting principles ("GAAP") applied on a consistent basis throughout the
     periods involved, except as otherwise stated in the notes thereto. The
     supporting schedules, if any, included in the Registration Statement
     present fairly in accordance with GAAP the information required to be
     stated therein. The selected financial information included in the
     Prospectus presents fairly the information shown therein and has been
     compiled on a basis consistent with that of the audited financial
     statements included in the Registration Statement. The Company has no
     material contingent obligation which is not disclosed in the Prospectus.

                (v)     NO MATERIAL ADVERSE CHANGE. Since the respective dates
     as of which information is given in the Registration Statement and the
     Prospectus, except as otherwise stated therein, (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings, results of operations, properties, business affairs or business
     prospects of the Company and its subsidiaries taken as a whole, whether or
     not arising in the ordinary course of business (a "Material Adverse
     Effect"), (B) there have been no transactions entered into by the Company,
     other than those in the ordinary course of business, which are material
     with respect to the Company and its subsidiaries taken as a whole, and (C)
     except for regular quarterly dividends on the Common Stock in amounts
     consistent with past practice, there has been no dividend or distribution
     of any kind declared, paid or made by the Company on any class of its
     capital stock.

                (vi)    GOOD STANDING OF THE COMPANY. The Company has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Oklahoma and has corporate power and authority to
     own, lease and operate its properties and to conduct its business as
     described in the Prospectus and to enter into and perform its obligations
     under this Agreement; and the Company is duly qualified as a foreign
     corporation to transact business and is in good standing in each other
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except
     where the failure so to qualify or to be in good standing would not result
     in a Material Adverse Effect.

                (vii)   GOOD STANDING OF THE COMPANY'S SUBSIDIARIES. Each
     subsidiary of the Company named in Exhibit 21.01 to the Company's most
     recent Annual Report on Form 10-K ("Significant Subsidiary") has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the jurisdiction of its incorporation and is duly qualified as
     a foreign corporation to transact business and is in good standing in each
     jurisdiction in which it owns or leases substantial properties or in which
     the conduct of its business requires such qualification, except where the
     failure so to qualify or to be in good standing would not result in a
     Material Adverse Effect. The capital stock of each subsidiary owned by the
     Company, directly or through subsidiaries, is owned free and clear of any
     pledge, lien, encumbrance or claim, except as disclosed in the Registration
     Statement.

                (viii)  CAPITALIZATION. The authorized, issued and outstanding
     capital stock of the Company is as stated in the Prospectus. The shares of
     issued and outstanding

                                        4


     capital stock of the Company have been duly and validly issued and are
     fully paid and non-assessable.

                (ix)    AUTHORIZATION OF AGREEMENT. This Agreement has been duly
     authorized, executed and delivered by the Company.

                (x)     AUTHORIZATION OF SHARES. The Shares have been duly
     authorized for issuance and sale pursuant to this Agreement and, when
     issued and delivered and paid for as provided herein, will be duly
     authorized, validly issued and fully paid and nonassessable and will
     conform to the description of the Common Stock in the Registration
     Statement and Prospectus. Shareholders of the Company will have no
     preemptive rights with respect to the issuance of the Shares.

               (xi)    ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company
     nor any Significant Subsidiary is in violation of its Restated Certificate
     of Incorporation or By-Laws or in default in the performance or observance
     of any obligation, agreement, covenant or condition contained in any
     contract, indenture, mortgage, deed of trust, loan or credit agreement,
     note, lease or other agreement or instrument to which it is a party or by
     which it may be bound, or to which any of its property or assets is subject
     (collectively, "Agreements and Instruments") except for such defaults that
     would not result in a Material Adverse Effect; and the execution, delivery
     and performance of this Agreement, the issuance and delivery of the Shares,
     and the consummation of the transactions contemplated herein and in the
     Registration Statement (including the issuance and sale of the Shares and
     the use of the proceeds from the sale of the Shares as described in the
     Prospectus under the caption "Use of Proceeds") and compliance by the
     Company with its obligations hereunder have been duly authorized by all
     necessary corporate action and do not and will not, whether with or without
     the giving of notice or passage of time or both, conflict with or
     constitute a breach of, or default or Repayment Event (as defined below)
     under, or result in the creation or imposition of any lien, charge or
     encumbrance upon any property or assets of the Company or any Significant
     Subsidiary pursuant to, the Agreements and Instruments (except for such
     conflicts, breaches, defaults or liens, charges or encumbrances that would
     not result in a Material Adverse Effect), nor will such action result in
     any violation of the provisions of the Restated Certificate of
     Incorporation or By-Laws of the Company or any Significant Subsidiary or
     any applicable law, statute, rule, regulation, judgment, order, writ or
     decree of any government, government instrumentality or court, domestic or
     foreign, having jurisdiction over the Company or any Significant Subsidiary
     or any of their assets, properties or operations. As used herein, a
     "Repayment Event" means any event or condition which gives the holder of
     any note, debenture or other evidence of indebtedness (or any person acting
     on such holder's behalf) the right to require the repurchase, redemption or
     repayment of all or a portion of such indebtedness by the Company or any
     Significant Subsidiary.

                (xii)   ABSENCE OF PROCEEDINGS. Other than as disclosed in the
     Registration Statement, there is no action, suit, proceeding, inquiry or
     investigation before or brought by any court or governmental agency or
     body, domestic or foreign, now pending, or, to the knowledge of the
     Company, threatened, against or affecting the

                                        5


     Company or any of its subsidiaries, which is required to be disclosed in
     the Registration Statement or which might reasonably be expected to result
     in a Material Adverse Effect, or which might reasonably be expected to
     materially and adversely affect the consummation of the transactions
     contemplated in this Agreement or the performance by the Company of its
     obligations hereunder. The aggregate of all pending legal or governmental
     proceedings to which the Company or any of its subsidiaries is a party or
     of which any of its property or assets is the subject which are not
     described in the Registration Statement, including ordinary routine
     litigation incidental to the business, could not reasonably be expected to
     result in a Material Adverse Effect.

                (xiii)  ACCURACY OF EXHIBITS. There are no contracts or
     documents which are required to be described in the Registration Statement,
     the Prospectus or the documents incorporated by reference therein or to be
     filed as exhibits thereto which have not been so described or filed as
     required.

                (xiv)   ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court or governmental authority or agency
     is necessary or required for the performance by the Company of its
     obligations hereunder, in connection with the offering, issuance or sale of
     the Shares hereunder or the consummation of the transactions contemplated
     by this Agreement and the Registration Statement, except such as have been
     already obtained.

                (xv)    POSSESSION OF LICENSES AND PERMITS. The Company and its
     subsidiaries possess such permits, licenses, approvals, consents,
     franchises and other authorizations issued by the appropriate federal,
     state, local or foreign regulatory agencies or bodies necessary to conduct
     in all material respects the business now operated by them and as described
     in the Registration Statement and Prospectus, except where the failure so
     to possess such permit, license, approval, consent or authorization would
     not, singly or in the aggregate, have a Material Adverse Effect
     (collectively, "Governmental Licenses"); the Company and each subsidiary is
     in compliance with the terms and conditions of all such Governmental
     Licenses, except where the failure so to comply would not, singly or in the
     aggregate, have a Material Adverse Effect; all of the Governmental Licenses
     are in full force and effect, except where the invalidity of such
     Governmental Licenses or the failure of such Governmental Licenses to be in
     full force and effect would not have a Material Adverse Effect; and neither
     the Company nor any subsidiary has received any notice of proceedings
     relating to the revocation or modification of any such Governmental
     Licenses which, singly or in the aggregate, if the subject of an
     unfavorable decision, ruling or finding, would result in a Material Adverse
     Effect.

                (xvi)   TITLE TO PROPERTY. The Company and its subsidiaries have
     good and sufficient title to all real property, principal plants and all
     other property owned by them and which is material to the Company's and its
     subsidiaries' operations taken as a whole, in each case, free and clear of
     all mortgages, pledges, liens, security interests, claims, restrictions or
     encumbrances of any kind except such as (a) are described in the Prospectus
     or (b) do not, singly or in the aggregate, materially affect the value of
     such

                                        6


     property or do not interfere with the use made and proposed to be made of
     such property by the Company or its subsidiaries; and all of the leases and
     subleases material to the business of the Company and its subsidiaries
     taken as a whole, and under which the Company or its subsidiaries holds
     properties described in the Prospectus, are in full force and effect, and
     neither the Company nor any subsidiary has notice of any material claim of
     any sort that has been asserted by anyone adverse to the rights of the
     Company or any subsidiary under any of the leases or subleases mentioned
     above, or affecting or questioning the rights of the Company or any
     subsidiary to the continued possession of the leased or subleased premises
     under any such lease or sublease.

                (xvii)  STABILIZATION. The Company will not take, directly or
     indirectly, any action which is designed to stabilize or manipulate, or
     which constitutes or which might reasonably be expected to cause or result
     in stabilization or manipulation, or the price of any security of the
     Company in connection with the offering of the Shares.

     (b)  OFFICER'S CERTIFICATES. Any certificate signed by any officer of the
Company and delivered to any Underwriter or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company to each Underwriter
as to the matters covered thereby.

     SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING

     (a)  PURCHASE AND SALE. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, (i) the
Company agrees to sell to the Underwriters, and the Underwriters agree,
severally and not jointly, to purchase from the Company, at the purchase price
of $_______ per share, the number of Firm Shares set forth opposite their
respective names in Schedule A hereto and (ii) in the event and to the extent
that the Underwriters shall exercise the election to purchase Option Shares as
hereinafter provided in this Section 2, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price per share set forth in clause (i) of
this sentence, the number of Option Shares (adjusted by the Representative so as
to eliminate fractional shares) determined by multiplying the total number of
Option Shares to be purchased by the Underwriters as set forth in the notice
referred to below by a fraction, the numerator of which is the number of Firm
Shares to be purchased by such Underwriter as set forth opposite such
Underwriter's name in Schedule A hereto and the denominator of which is the
total number of Firm Shares. The Underwriters agree to offer the Shares to the
public as set forth in the Prospectus.

     The Company hereby grants to the Underwriters the option to purchase, at
their election, up to _______ of the Option Shares, at the purchase price per
share specified in the first paragraph of this Section 2, for the sole purchase
of covering over-allotments in the sale of the Firm Shares. Such election may be
exercised only by written notice from the Representative to the Company given
within the period of 30 calendar days after the date of this Agreement, which
notice shall set forth the aggregate number of Option Shares to be purchased and
the date on which such Option Shares are to be delivered, as determined by the
Representative (but in no event earlier than the First Closing Time, as defined
in paragraph (b) or, unless the Representative and the Company otherwise agree
in writing, earlier than two or later than 10 business days after the date of
such notice).

                                        7


     (b)  DELIVERY AND PAYMENT. Delivery of and payment for the Firm Shares
shall be made by the Company and the Representative on behalf of the
Underwriters at 10:00 a.m., New York City time, on ________, at the offices of
______________________________, which date and time may be postponed by
agreement between the Representative and the Company. Delivery of and payment
for the Option Shares shall be made at the place, date and time specified by the
Representative in the written notice of election given by the Representative
pursuant to Section 2(a) or such other time and date as the Representative and
the Company may agree upon in writing. Such time and date for delivery of the
Firm Shares is hereinafter called the "First Closing Time"; such time and date
for delivery of the Option Shares, if not the First Closing Time, is hereinafter
called the "Second Closing Time"; and each such time and date for delivery is
hereinafter called a "Closing Time." Delivery of the Shares shall be made to the
Representative for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representative of the purchase
price thereof to or upon the order of the Company by wire transfer of
immediately available funds. The Shares will be delivered in definitive form.
The Shares will be registered in the names of the Underwriters and in the
denominations set forth in Schedule A hereto except that if the Company receives
a written request from the Representative prior to noon on the second business
day preceding the Closing Time giving the names in which the Shares are to be
registered and the denominations thereof the Company will deliver the Shares so
registered. Certificates for the Shares will be made available to the
Representative for checking in New York, New York, not later than 2:00 p.m., New
York City time, on the business day preceding the Closing Date.

     SECTION 3. COVENANTS OF THE COMPANY

     The Company covenants with each Underwriter as follows:

     (a)  COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The
Company, subject to Section 3(b), will comply with the requirements of Rule 424
or Rule 434, as applicable, and will notify the Underwriters immediately, and
confirm the notice in writing, (i) of the effectiveness of any post-effective
amendment to the Registration Statement, or of the filing of any supplement to
the Prospectus or any amended Prospectus, (ii) of the receipt of any comments
from the Commission, (iii) of any request by the Commission for any amendment to
the Registration Statement or any amendment or supplement to the Prospectus or
for additional information, and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of any
order preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Shares for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of
such purposes. The Company will promptly effect the filings necessary pursuant
to Rule 424(b) and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule 424(b)
was received for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

     (b)  FILING OF AMENDMENTS. The Company will give the Underwriters notice
of its intention to file or prepare any amendment to the Registration Statement
(including any filing under Rule 462(b)), any Term Sheet or any amendment,
supplement or revision to either the

                                        8


prospectus included in the Registration Statement at the time it became
effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act
or otherwise, will furnish the Representative with copies of any such documents
a reasonable amount of time prior to such proposed filing or use, as the case
may be, and will not file or use any such document to which the Representative
or counsel for the Underwriters reasonably objects.

     (c)  DELIVERY OF REGISTRATION STATEMENTS. The Company has furnished or
will deliver to the Representative and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts, in such number as the Representative reasonably requests, and will also
deliver to the Representative, without charge, a conformed copy of the
Registration Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters. The copies of the Registration
Statement and each amendment thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (d)  DELIVERY OF PROSPECTUSES. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act, such number of copies
of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request. The Prospectus and any amendments or supplements thereto
furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

     (e)  CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will comply
with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the Shares as
contemplated in this Agreement and in the Prospectus. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales
of the Shares, any event occurs or condition exists as a result of which it is
necessary, in the opinion of counsel for the Underwriters or for the Company, to
amend the Registration Statement or amend or supplement the Prospectus in order
that the Prospectus will not include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, or if it is
necessary, in the opinion of such counsel, at any such time to amend the
Registration Statement or amend or supplement the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly prepare and file with the Commission, subject to Section 3(b),
such amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectus comply with
such requirements, and the Company will furnish to the Underwriters such number
of copies of such amendment or supplement as the Underwriters may reasonably
request.

                                        9


     (f)  RULE 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

     (g)  USE OF PROCEEDS. The Company will use the net proceeds received by it
from the sale of the Shares in the manner specified in the Prospectus under "Use
of Proceeds."

     (h)  RESTRICTION ON SALE OF SECURITIES. During the period beginning on the
date of this Agreement and continuing until the Closing Time, which period shall
in no event exceed ___ business days, the Company will not, without the prior
written consent of the Representative, in its sole discretion, directly or
indirectly, issue, sell, offer or contract to sell, grant any option for the
sale of, or otherwise transfer or dispose of, any shares of Common Stock of the
Company except pursuant to its dividend reinvestment and stock purchase program
and its employee benefit plans.

     (i)  LISTING OF SHARES. The Company will use its best efforts to list,
subject to notice of issuance, the Shares on the New York Stock Exchange and the
Pacific Exchange.

     (j)  BLUE SKY QUALIFICATION. The Company will furnish such information,
execute such instruments and take such action as may be required to qualify the
Shares for sale under the laws of such jurisdictions as the Representative may
designate and will maintain such qualifications in effect so long as required
for the distribution of the Shares; provided that the Company shall not be
required to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action which would subject it to general or unlimited
service of process in any jurisdiction where it is not now so subject.

     SECTION 4. PAYMENT OF EXPENSES

     (a)  EXPENSES. Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters and Selected
Dealer Agreement, and such other documents as may be required in connection with
the offering, purchase, sale, issuance or delivery of the Shares, (iii) all
costs, taxes and expenses incident to the preparation, issuance and delivery of
the Shares to the Underwriters, (iv) the fees and disbursements of the Company's
counsel, accountants and other advisors, (v) the printing and delivery to the
Underwriters of copies of each preliminary prospectus, any Term Sheets and of
the Prospectus and any amendments or supplements thereto, (vi) all costs and
expenses (including reasonable fees and expenses of counsel) incurred in
connection with "blue sky" qualifications, and (vii) all costs and expenses
incurred in connection with the listing of the Shares on the New York Stock
Exchange and the Pacific Exchange.

     (b)  TERMINATION OF AGREEMENT. If this Agreement is terminated by the
Underwriters in accordance with the provisions of Section 5 or Section 10(a)(i)
hereof or in accordance with

                                       10


Section 6 hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

     SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS

     The obligations of the several Underwriters to purchase the Shares to be
delivered at each Closing Time are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof as
of the date hereof and as of such Closing Time and in certificates of any
officer of the Company delivered pursuant to the provisions hereof, to the
performance by the Company of its covenants and other obligations hereunder and
to the following further conditions:

     (a)  EFFECTIVENESS OF REGISTRATION STATEMENT; FILING OF PROSPECTUS. The
Registration Statement, including any Rule 462(b) Registration Statement, has
become effective, and at such Closing Time, no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act or proceedings therefor initiated or threatened by the Commission, and
any request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the
Underwriters. A prospectus containing the Offering Terms shall have been filed
with the Commission in accordance with Rule 424(b) or, if the Company has
elected to rely upon Rule 434, a Term Sheet shall have been filed with the
Commission in accordance with Rule 424(b).

     (b)  OPINIONS OF COUNSEL FOR COMPANY. At each Closing Time, the
Representative shall have received the favorable opinions, dated as of such
Closing Time, of Rainey, Ross, Rice & Binns, Oklahoma City, Oklahoma, and Jones
Day, Chicago, Illinois, each counsel for the Company, in form and substance
satisfactory to counsel for the Underwriters, together with signed original or
reproduced copies of such opinions for each of the other Underwriters to the
effect set forth below and to such further effect as counsel to the Underwriters
may reasonably request.

                (i)     OPINION OF OKLAHOMA COUNSEL.

                        (A)  the Company is a legally existing corporation and
          is in good standing under the laws of the State of Oklahoma and has
          corporate power, right and authority to do business and to own
          property in the State of Oklahoma in the manner and as set forth in
          the Prospectus;

                        (B)  each Significant Subsidiary is a legally existing
          corporation and is in good standing under the laws of the jurisdiction
          of its incorporation and has the corporate power, right and authority
          to do business and to own property in their in their respective
          jurisdictions in the manner and as set forth in the Prospectus;

                        (C)  The issue and sale of the Shares by the Company in
          accordance with the terms of this Agreement have been duly and validly
          authorized by all necessary corporate action; the Shares, when
          certificates therefor have been duly executed, countersigned and
          registered and delivered to and paid for by the Underwriters pursuant
          to this Agreement, will constitute Common

                                       11


          Stock which has been duly authorized and validly issued, is fully paid
          and non-assessable and has not been issued in violation of the
          preemptive rights of any shareholder of the Company; the certificates
          for the Shares are in due and proper form; and the Common Stock
          conforms as to legal matters with the statements concerning it made in
          the Prospectus, and such statements accurately set forth the matters
          respecting the Common Stock required to be set forth in the
          Prospectus;

                        (D)  while, except as otherwise stated in said opinion,
          such counsel are not passing upon and do not assume responsibility for
          and shall not be deemed to have independently verified the accuracy,
          completeness or fairness of the Registration Statement or the
          Prospectus, nothing has come to the attention of such counsel that
          would lead them to believe that the Registration Statement at the time
          it became effective contained an untrue statement of a material fact
          or omitted to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading or that the
          Prospectus at the time it was filed pursuant to Rule 424 and/or Rule
          434 under the 1933 Act or at such Closing Time contained an untrue
          statement of a material fact or omitted to state a material fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading;

                        (E)  the execution and delivery of this Agreement have
          been duly authorized by the necessary action on the part of the
          Company and this Agreement constitutes the valid and binding agreement
          of the Company except to the extent that the provisions for
          indemnities or contribution may be held to be unenforceable as against
          public policy;

                        (F)  such counsel does not know of any legal or
          governmental proceedings required to be described in the Prospectus
          which are not described as required, nor of any contracts or documents
          of a character required to be described in the Registration Statement
          or Prospectus or to be filed as exhibits to the Registration Statement
          which are not described or filed as required;

                        (G)  all statements contained in the Registration
          Statement and Prospectus purporting to set forth the advice or the
          opinion of such counsel or to be based upon the opinion of such
          counsel correctly set forth the opinion of such counsel on such
          respective matters;

                        (H)  the execution and delivery of this Agreement and
          the issuance of the Shares, under the circumstances contemplated
          hereby, do not and will not violate the Restated Certificate of
          Incorporation or By-Laws of the Company or any Significant Subsidiary,
          or in any material respect conflict with or constitute on the part of
          the Company or any Significant Subsidiary a breach of or default under
          any indenture, lease, mortgage, deed of trust, note, agreement or
          other instrument known to such counsel to which the Company or such
          Significant Subsidiary is a party or any law, regulation, consent
          decree

                                       12


          or administrative, arbitration or court order known to such counsel to
          which the Company or such Significant Subsidiary is subject;

                        (I)  no approval, authorization, consent, certificate or
          order of any Oklahoma commission or regulatory authority is necessary
          with respect to the offering, issuance, sale or delivery of the Shares
          to the Underwriters as contemplated in this Agreement; and

                        (J)  except in localities where Oklahoma Gas and
          Electric Company has no franchises, which are relatively few and not
          of large population, or where the failure to have such franchises will
          not have a material adverse effect on the business or operations of
          Oklahoma Gas and Electric Company, Oklahoma Gas and Electric Company
          has sufficient authority under statutory provisions or by grant of
          franchises or permits by municipalities or counties to conduct its
          business in Oklahoma as presently conducted and as described in the
          Prospectus.

                (ii)    OPINION OF JONES DAY.

                        (A)  such opinion shall cover the matters set forth in
          subdivisions (D), (F) and (H) of paragraph (b)(i) of this Section 5;

                        (B)  the Registration Statement, including any Rule
          462(b) Registration Statement, has become effective under the 1933
          Act, the Prospectus has been filed pursuant to Rule 424(b) and/or Rule
          434 of the 1933 Act Regulations, and, to the best knowledge of said
          counsel, no proceedings for a stop order in respect thereof are
          pending or threatened under Section 8(d) or 8(e) of the 1933 Act;

                        (C)  the Registration Statement, including any Rule
          462(b) Registration Statement, the Offering Terms and the Prospectus
          (except as to the financial statements and financial or statistical
          data contained therein, with respect to which said counsel need
          express no opinion) comply as to form, in all material respects, with
          the requirements of the 1933 Act and the 1934 Act and the rules and
          regulations of the Commission under such Acts; and the documents
          incorporated or deemed to be incorporated by reference in the
          Registration Statement and the Prospectus (except as to the financial
          statements and financial or statistical data contained therein, with
          respect to which said counsel need express no opinion) as of their
          respective dates of filing with the Commission complied as to form in
          all material respects with the 1934 Act and the 1934 Act Regulations;

                        (D)  all approvals, authorizations, consents,
          certificates or orders of any state or federal commission or
          regulatory authority that are necessary with respect to the issuance
          and sale of the Shares by the Company as contemplated in this
          Agreement have been obtained.

                Such opinion may be subject to the reservation that, in giving
          such opinion, said counsel has relied on the opinion of Oklahoma
          counsel as to all

                                       13


          matters of Oklahoma law, provided that such opinion shall state that
          said counsel believes that the Underwriters and they are justified in
          relying on the opinion of Oklahoma counsel.

     (c)  OPINION OF COUNSEL FOR UNDERWRITERS. At each Closing Time, the
Representative shall have received the favorable opinion, dated as of such
Closing Time, of Chapman and Cutler, counsel for the Underwriters, together with
signed original or reproduced copies of such letter for each of the other
Underwriters with respect to such matters related to the issuance and sale of
the Shares as the Underwriters may reasonably require, and the Company shall
have furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In giving such opinion such counsel may
rely, as to all matters governed by the laws of jurisdictions other than the law
of the State of Illinois and the federal law of the United States, upon the
opinions of Oklahoma counsel or other counsel satisfactory to the Underwriters.

     (d)  OFFICERS' CERTIFICATE. At each Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, results of operations,
properties, business affairs or business prospects of the Company and its
subsidiaries taken as a whole, whether or not arising in the ordinary course of
business, and the Underwriters shall have received a certificate of the chief
executive officer or a vice president of the Company and of the chief financial
or chief accounting officer of the Company, dated as of such Closing Time, to
the effect that (i) there has been no such material adverse change, (ii) the
representations and warranties in this Agreement are true and correct with the
same force and effect as though expressly made at and as of such Closing Time,
(iii) the Company has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied at or prior to such Closing Time, and
(iv) no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been instituted or are
pending or, to their knowledge, are contemplated by the Commission.

     (e)  ACCOUNTANTS' COMFORT LETTER. At the time of the execution of this
Agreement, the Representative shall have received from Ernst & Young LLP a
letter, dated such date, in form and substance satisfactory to the Underwriters,
together with signed original or reproduced copies of such letter for each of
the other Underwriters, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

     (f)  BRING-DOWN COMFORT LETTER. At each Closing Time, the Representative
shall have received from Ernst & Young LLP a letter, dated as of such Closing
Time, together with signed original or reproduced copies of such letter for each
of the other Underwriters, to the effect that Ernst & Young LLP reaffirms the
statements made in the letter furnished pursuant to subsection (e) of this
Section, except that the specified date referred to shall be a date not more
than three business days prior to such Closing Time.

     (g)  MAINTENANCE OF RATING. Since the date of this Agreement, there shall
not have occurred a downgrading in the rating assigned to any of the Company's
securities by any

                                       14


"nationally recognized statistical rating organization," as that term is defined
by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such
organization shall have publicly announced that it has under surveillance or
review its rating of any of the Company's securities.

     (h)  LISTING OF SHARES. The Shares to be delivered at such Closing Time
shall have been duly approved for listing on the New York Stock Exchange and the
Pacific Exchange, subject to official notice of issuance.

     (i)  ADDITIONAL DOCUMENTS. At each Closing Time, counsel for the
Underwriters shall have been furnished with such documents and opinions as they
may require for the purpose of enabling them to pass upon the issuance and sale
of the Shares as herein contemplated, or in order to evidence the accuracy of
any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Shares as herein contemplated shall
be satisfactory in form and substance to the Underwriters and counsel for the
Underwriters.

     (j)  TERMINATION OF AGREEMENT. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Underwriters by notice to the Company at any
time at or prior to such Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 7, 8 and 9 shall survive any such termination and remain
in full force and effect.

     In giving the opinions contemplated by paragraphs (b) and (c) of this
Section 5, counsel, may rely upon certificates of state officials as to the
Company's and its Significant Subsidiaries' good standing and upon certificates
of officers of the Company as to matters of fact relevant to such opinions. In
giving such opinions, counsel may assume (i) that the Shares have been executed
on behalf of the Company by the manual or facsimile signatures of the President
or a Vice President and the Secretary or an Assistant Secretary of the Company
and have been countersigned and registered by an authorized official of the
Transfer Agent and Registrar, (ii) that the signatures on all documents examined
by them are genuine, and (iii) that the written information supplied by the
Underwriters expressly for use in the Registration Statement or the Prospectus
is adequate.

     SECTION 6. CONDITIONS OF COMPANY'S OBLIGATIONS

     The obligation of the Company to deliver the Shares at each Closing Time
upon payment therefor shall be subject to the following conditions:

     At such Closing Time, no stop order suspending the effectiveness of the
Registration Statement shall be in effect and no proceedings for that purpose
shall then be pending before, or threatened by, the Commission.

     In case any of the conditions specified above in this Section 6 shall not
have been fulfilled, this Agreement may be terminated by the Company by
delivering written notice of termination to the Underwriters. Any such
termination shall be without liability of any party to any other party except to
the extent provided in Section 4 hereof and except that Sections 1, 7, 8 and 9
shall survive any such termination and remain in full force and effect.

                                       15


     SECTION 7. INDEMNIFICATION

     (a)  INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                (i)     against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or
any amendment thereto), including the Offering Terms, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

                (ii)    against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 7(d) below) any such
settlement is effected with the written consent of the Company; and

                (iii)   against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by the Representative),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with the written information furnished to the Company by
any Underwriter through the Representative expressly for use in the Registration
Statement (or any amendment thereto), including the Offering Terms, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), which information is set forth on Schedule B hereto. The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to any Underwriter or to any controlling person of that
Underwriter.

     (b)  INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. Each Underwriter,
severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act

                                       16


against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto),
including the Offering Terms, or any preliminary prospectus or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
the written information furnished to the Company by such Underwriter through the
Representative expressly for use in the Registration Statement (or any amendment
thereto) or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto), which information is set forth on Schedule B hereto. The
foregoing indemnity is in addition to any liability which any Underwriter may
otherwise have to the Company or any such director, officer or controlling
person.

     (c)  ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by the Representative, and,
in the case of parties indemnified pursuant to Section 7(b) above, counsel to
the indemnified parties shall be selected by the Company. An indemnifying party
may participate at its own expense in the defense of any such action; PROVIDED,
HOWEVER, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 or Section
8 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability (including
any obligation to pay any amounts in settlements) arising out of such
litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

     (d)  SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 7(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

                                       17


     SECTION 8. CONTRIBUTION

     If the indemnification provided for in Section 7 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Shares pursuant to this Agreement or
(ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and of the Underwriters on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

     The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Shares
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Shares pursuant
to this Agreement (before deducting expenses) received by the Company and the
total underwriting discount received by the Underwriters, in each case as set
forth on the cover of the Prospectus, or, if Rule 434 is used, the corresponding
location on the Term Sheet, bear to the aggregate initial public offering price
of the Shares as set forth on such cover or corresponding location, as the case
may be.

     The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 8 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission.

                                       18


     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 8, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 8 are several in
proportion to the number of Shares set forth opposite their respective names in
Schedule A hereto and not joint.

     SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY

     All representations, warranties and agreements contained in this Agreement
or in certificates of officers of the Company or any of its subsidiaries
submitted pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive
delivery of the Shares to the Underwriters.

     SECTION 10. TERMINATION OF AGREEMENT

     (a)  TERMINATION; GENERAL. The Representative may terminate this Agreement,
by notice to the Company, at any time at or prior to a Closing Time (i) if there
has been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Prospectus, any loss sustained by
the Company by strike, fire, flood, accident or other calamity of such character
as to interfere materially with the conduct of the business and operations of
the Company regardless of whether or not such loss shall have been insured, or
any material adverse change in the condition, financial or otherwise, or in the
earnings, results of operations, properties, business affairs or business
prospects of the Company, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any material adverse change in the
financial markets in the United States, any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representative, impracticable to market the Shares or to
enforce contracts for the sale of the Shares, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the
National Association of Securities Dealers, Inc. or any other governmental
authority, or (iv) if a banking moratorium has been declared by either federal,
New York or Oklahoma authorities or there is a material disruption in securities
settlement or clearance services in the United States.

                                       19


     (b)  LIABILITIES. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 7,
8 and 9 shall survive such termination and remain in full force and effect.

     SECTION 11. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS

     If one or more of the Underwriters fails at either Closing Time to purchase
the Shares which it or they are obligated to purchase under this Agreement at
such Closing Time (the "Defaulted Shares"), the remaining Underwriter or
Underwriters will have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other
underwriter or underwriters, to purchase all, but not less than all, of the
Defaulted Shares in such amounts as may be agreed upon and upon the terms herein
set forth; if, however, the remaining Underwriter or Underwriters do not
complete such arrangements within such 24-hour period, then:

          (a)   if the number of Defaulted Shares does not exceed 10% of the
     Shares to be purchased hereunder at such Closing Time, each of the
     non-defaulting Underwriters will be obligated, severally and not jointly,
     to purchase the full amount thereof in the proportions that their
     respective underwriting obligations hereunder bear to the underwriting
     obligations of all non-defaulting Underwriters, or

          (b)   if the number of Defaulted Shares exceeds 10% of the Shares to
     be purchased hereunder at such Closing Time, this Agreement will terminate
     without liability on the part of any non-defaulting Underwriter.

     No action taken pursuant to this Section will relieve any defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination of
this Agreement, either the remaining Underwriter or Underwriters or the Company
will have the right to postpone such Closing Time for a period not exceeding
seven days in order to effect any required changes in the Registration Statement
or Prospectus or in any other documents or arrangements. As used herein, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section 11.

     SECTION 12. NOTICES

     All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters shall be directed to


     ; each with a copy to Chapman and Cutler, 111 W. Monroe Street, Chicago,
Illinois 60603, Attention: Jonathan A. Koff. Notices to the Company shall be
directed to it at OGE Energy Corp., 321 North Harvey, P. O. Box 321, Oklahoma
City, Oklahoma, Attention:

                                       20


President and Chief Executive Officer, with a copy to Jones Day, 77 West Wacker,
Chicago, Illinois 60601, Attention: Robert J. Joseph, Esq.

     SECTION 13. PARTIES

     This Agreement shall inure to the benefit of and be binding upon the
Underwriters and the Company and their respective successors. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the Underwriters and the Company and
their respective successors and the controlling persons and officers and
directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Shares from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.

     SECTION 14. GOVERNING LAW AND TIME

     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. Except as otherwise set forth herein, specified
times of day refer to New York City time.

     SECTION 15. EFFECT OF HEADINGS

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                      [This space intentionally left blank]

                                       21


     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.

                                       Very truly yours, OGE

                                       ENERGY CORP.


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------

CONFIRMED AND ACCEPTED,
  as of the date first above written:

BY:


By:
    ---------------------------------
Title:
       ------------------------------



                                   SCHEDULE A.



                                                                                         Total Number of
                                                                                        Firm Shares to be
                                 Name of Underwriter                                        Purchased
                                 -------------------                                        ---------
                                                                                     
......................................................................................
......................................................................................
......................................................................................
Total................................................................................


                                    Sch. A-1


                                   SCHEDULE B.

     The information set forth below constitutes the only information furnished
to the Company by any Underwriter expressly for use in the Registration
Statement (or any amendment thereto) or preliminary prospectus or the Prospectus
(or any amendment or supplement thereto):

                                    Sch. B-1



                                                                    EXHIBIT 4.01

================================================================================

                                OGE ENERGY CORP.

                                       AND

                                 UMB BANK, N.A.

                                     TRUSTEE


                                   ----------

                                FORM OF INDENTURE

                           DATED AS OF ______________

                                   ----------

================================================================================



                        CROSS REFERENCE SHEET SHOWING THE
              LOCATION IN THE INDENTURE OF THE PROVISIONS INSERTED
              PURSUANT TO SECTIONS 310 THROUGH 318(a) INCLUSIVE OF
                         THE TRUST INDENTURE ACT OF 1939



 SECTION OF TRUST
  INDENTURE ACT                         SECTION OF INDENTURE                         PAGE
- ------------------    ----------------------------------------------------------    -------
                                                                              
     310(a)(1)        8.09                                                            33
     310(a)(2)        8.09                                                            33
     310(a)(3)        NOT APPLICABLE                                                  --
     310(a)(4)        NOT APPLICABLE                                                  --
     310(a)(5)        8.09                                                            33
       310(b)         8.08                                                            33
       310(c)         NOT APPLICABLE                                                  --
       311(a)         8.14                                                            35
       311(b)         8.14                                                            35
       311(c)         NOT APPLICABLE                                                  --
       312(a)         6.01(a)                                                         22
       312(b)         6.01(b)                                                         22
       312(c)         6.01(c)                                                         23
       313(a)         6.03(a)                                                         24
       313(b)         6.03(b)                                                         24
       313(c)         6.03(d)                                                         24
       313(d)         6.03(c) and 6.03(d)                                             24
       314(a)         6.02(a), 6.02(b), 6.02(c) and 5.05                             21-23
       314(b)         NOT APPLICABLE                                                  21
     314(c)(1)        Definition of Officers' Certificate, 5.05 and 14.05(a)        4;21;44
     314(c)(2)        Definition of Opinion of Counsel and 14.05                     4;44
     314(c)(3)        NOT APPLICABLE                                                  --
     314(d)(1)        NOT APPLICABLE                                                  --
     314(d)(2)        NOT APPLICABLE                                                  --
     314(d)(3)        NOT APPLICABLE                                                  --
       314(e)         14.05(b)                                                        44
       314(f)         NOT APPLICABLE                                                  --
       315(a)         8.01 and 8.02                                                  31-32
       315(b)         7.08                                                            29
       315(c)         8.01(a)                                                         30
       315(d)         8.01(b)                                                         30
       315(e)         7.09                                                            30
       316(a)         7.07                                                            29
                      9.04                                                            37
                      12.02                                                           42
       316(b)         7.04                                                            28
                      12.02                                                           42
       316(c)         9.06                                                            38
     317(a)(1)        7.02(b)                                                         26
     317(a)(2)        7.02(c)                                                         26


                                        i





 SECTION OF TRUST
  INDENTURE ACT                         SECTION OF INDENTURE                         PAGE
- ------------------    ----------------------------------------------------------    -------
                                                                                
      317(b)          4.02                                                            19
                      5.04                                                            21
      318(a)          14.07                                                           46


                                       ii



                                TABLE OF CONTENTS



                                                                                                         PAGE
                                                                                                        
                                                 ARTICLE One.
                                                 Definitions
Section 1.01.    General....................................................................................1

Section 1.02.    Trust Indenture Act........................................................................1

Section 1.03.    Definitions................................................................................1

                                                 ARTICLE Two.
                       Form, Issue, Execution, Registration and Exchange of Securities

Section 2.01.    Form Generally.............................................................................6

Section 2.02.    Form of Trustee's Certificate of Authentication............................................7

Section 2.03.    Amount Unlimited...........................................................................7

Section 2.04.    Denominations, Dates, Interest Payment and Record Dates....................................7

Section 2.05.    Execution, Authentication, Delivery and Dating.............................................8

Section 2.06.    Exchange and Registration of Transfer of Securities.......................................11

Section 2.07.    Mutilated, Destroyed, Lost or Stolen Securities...........................................12

Section 2.08.    Temporary Securities......................................................................12

Section 2.09.    Cancellation of Securities Paid, etc......................................................13

Section 2.10.    Interest Rights Preserved.................................................................13

Section 2.11.    Special Record Date.......................................................................13

Section 2.12.    Payment of Securities.....................................................................13

Section 2.13.    Securities Issuable in the Form of a Global Security......................................14

                                                ARTICLE Three.
                                           Redemption of Securities

Section 3.01.    Applicability of Article..................................................................16

Section 3.02.    Notice of Redemption; Selection of Securities.............................................16

Section 3.03.    Payment of Securities on Redemption; Deposit of Redemption Price..........................17

                                                ARTICLE Four.
                                 Satisfaction and Discharge; Unclaimed Moneys

Section 4.01.    Satisfaction and Discharge................................................................18

Section 4.02.    Deposited Moneys to be Held in Trust by Trustee...........................................20

Section 4.03.    Paying Agent to Repay Moneys Held.........................................................20

Section 4.04.    Return of Unclaimed Moneys................................................................20


                                      -iii-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                         PAGE
                                                                                                        
                                                ARTICLE Five.
                                     Particular Covenants Of The Company

Section 5.01.    Payment of Principal, Premium and Interest................................................20

Section 5.02.    Office for Notices and Payments, etc......................................................20

Section 5.03.    Appointments to Fill Vacancies in Trustee's Office........................................21

Section 5.04.    Provision as to Paying Agent..............................................................21

Section 5.05.    Certificates and Notice to Trustee........................................................22

                                                 ARTICLE Six.
                       Security Holder Lists and Reports By The Company And The Trustee

Section 6.01.    Security Holder Lists.....................................................................22

Section 6.02.    Securities and Exchange Commission Reports................................................23

Section 6.03.    Reports by the Trustee....................................................................24

                                                ARTICLE Seven.
                      Remedies Of The Trustee And Security Holders On Events Of Default

Section 7.01.    Events of Default.........................................................................25

Section 7.02.    Payment of Securities on Default; Suit Therefor...........................................26

Section 7.03.    Application of Moneys Collected by Trustee................................................27

Section 7.04.    Proceedings by Security Holders...........................................................28

Section 7.05.    Proceedings by Trustee....................................................................29

Section 7.06.    Remedies Cumulative and Continuing........................................................29

Section 7.07.    Direction of Proceedings and Waiver of Defaults by Majority of Security Holders...........29

Section 7.08.    Notice of Default.........................................................................30

Section 7.09.    Undertaking to Pay Costs..................................................................30

                                                ARTICLE Eight.
                                            Concerning The Trustee

Section 8.01.    Duties and Responsibilities of Trustee....................................................30

Section 8.02.    Reliance on Documents, Opinions, etc......................................................31

Section 8.03.    No Responsibility for Recitals, etc.......................................................32

Section 8.04.    Trustee, Authenticating Agent, Paying Agent or Registrar May Own Securities...............32

Section 8.05.    Moneys to be Held in Trust................................................................33


                                      -iv-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                         PAGE
                                                                                                        
Section 8.06.    Compensation and Expenses of Trustee......................................................33

Section 8.07.    Officers' Certificate as Evidence.........................................................33

Section 8.08.    Conflicting Interest of Trustee...........................................................33

Section 8.09.    Existence and Eligibility of Trustee......................................................33

Section 8.10.    Resignation or Removal of Trustee.........................................................34

Section 8.11.    Appointment of Successor Trustee..........................................................34

Section 8.12.    Acceptance by Successor Trustee...........................................................35

Section 8.13.    Succession by Merger, etc.................................................................35

Section 8.14.    Limitations on Rights of Trustee as a Creditor............................................36

Section 8.15.    Authenticating Agent......................................................................36

                                                ARTICLE Nine.
                                       Concerning The Security Holders

Section 9.01.    Action by Security Holders................................................................37

Section 9.02.    Proof of Execution by Security Holders....................................................37

Section 9.03.    Who Deemed Absolute Owners................................................................37

Section 9.04.    Company-Owned Securities Disregarded......................................................37

Section 9.05.    Revocation of Consents; Future Holders Bound..............................................38

Section 9.06.    Record Date for Security Holder Acts......................................................38

                                                 ARTICLE Ten.
                                          Security Holders' Meeting

Section 10.01.   Purposes of Meetings......................................................................38

Section 10.02.   Call of Meetings by Trustee...............................................................39

Section 10.03.   Call of Meetings by Company or Security Holders...........................................39

Section 10.04.   Qualifications for Voting.................................................................39

Section 10.05.   Regulations...............................................................................39

Section 10.06.   Voting....................................................................................40

Section 10.07.   Rights of Trustee or Security Holders not Delayed.........................................40

                                               ARTICLE Eleven.
                          Consolidation, Merger, Sale, Transfer or Other Disposition

Section 11.01.   Company May Consolidate, etc. Only on Certain Terms.......................................41

Section 11.02.   Successor Corporation Substituted.........................................................41


                                       -v-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                         PAGE
                                                                                                       
                                               ARTICLE Twelve.
                                           Supplemental Indentures

Section 12.01.   Supplemental Indentures without Consent of Security Holders...............................41

Section 12.02.   Supplemental Indentures with Consent of Security Holders..................................42

Section 12.03.   Compliance with Trust Indenture Act; Effect of Supplemental Indentures....................43

Section 12.04.   Notation on Securities....................................................................43

Section 12.05.   Evidence of Compliance of Supplemental Indenture to be Furnished Trustee..................44

                                              ARTICLE Thirteen.
                       Immunity Of Incorporators, Stockholders, Officers And Directors

Section 13.01.   Indenture and Securities Solely Corporate Obligations.....................................44

                                              ARTICLE Fourteen.
                                           Miscellaneous Provisions

Section 14.01.   Provisions Binding on Company's Successors................................................44

Section 14.02.   Official Acts by Successor Corporation....................................................44

Section 14.03.   Notices...................................................................................44

Section 14.04.   Governing Law.............................................................................45

Section 14.05.   Evidence of Compliance with Conditions Precedent..........................................45

Section 14.06.   Business Days.............................................................................46

Section 14.07.   Trust Indenture Act to Control............................................................46

Section 14.08.   Table of Contents, Headings, etc..........................................................46

Section 14.09.   Execution in Counterparts.................................................................46

Section 14.10.   Manner of Mailing Notice to Security Holders..............................................46

Section 14.11.   Approval by Trustee of Expert or Counsel..................................................47

EXHIBIT A.       FORM OF GLOBAL NOTE......................................................................A-1

EXHIBIT B.       FORM OF NOTE.............................................................................B-1


                                      -vi-


     THIS INDENTURE, dated as of __________, 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 organized
and existing under the laws of the United States of America, as trustee (the
"TRUSTEE").

                                   WITNESSETH

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from
time to time of its Debt Securities (the "SECURITIES"), to be issued as in this
Indenture provided;

     AND WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms have been done and performed, and the execution
of this Indenture and the issue hereunder of the Securities have in all respects
been duly authorized;

     NOW THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare 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 of the sum of one dollar duly paid to it by the Trustee at the
execution of this 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.

                                   DEFINITIONS

     SECTION 1.01. GENERAL. The terms defined in this Article One (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Article One.

     SECTION 1.02. TRUST INDENTURE ACT.  (a) Whenever this Indenture refers to a
provision of the Trust Indenture Act of 1939, as amended (the "TIA"), such
provision is incorporated by reference in and made a part of this Indenture.

     (b) Unless otherwise indicated, all terms used in this Indenture that are
defined by the TIA, defined by the TIA by reference to another statute or
defined by a rule of the Commission under the TIA shall have the meanings
assigned to them in the TIA or such statute or rule as in force on the date of
execution of this Indenture.

     SECTION 1.03. DEFINITIONS. For purposes of this Indenture, the following
terms shall have the following meanings.

     AUTHENTICATING AGENT:

                                        1


     The term "AUTHENTICATING AGENT" shall mean any agent of the Trustee which
shall be appointed and acting pursuant to Section 8.15 hereof.

     AUTHORIZED AGENT:

     The term "AUTHORIZED AGENT" shall mean any agent of the Company designated
as such by an Officers' Certificate delivered to the Trustee.

     BOARD OF DIRECTORS:

     The term "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company or the Executive Committee of such Board or any other duly authorized
committee of such Board.

     BOARD RESOLUTION:

     The term "BOARD RESOLUTION" shall mean a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     BUSINESS DAY:

     The term "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions or trust
companies in the Borough of Manhattan, the City and State of New York, or in the
city where the corporate trust office of the Trustee is located, are obligated
or authorized by law or executive order to close.

     COMMISSION:

     The term "COMMISSION" shall mean the United States Securities and Exchange
Commission, or if at any time hereafter the Commission is not existing or
performing the duties now assigned to it under the TIA, then the body performing
such duties.

     COMPANY:

     The term "COMPANY" shall mean the corporation named as the "Company" in the
first paragraph of this Indenture, and its successors and assigns permitted
hereunder.

     COMPANY ORDER:

     The term "COMPANY ORDER" shall mean a written order signed in the name of
the Company by one of the Chairman, the President, any Vice President, the
Treasurer or an Assistant Treasurer, and the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.

     CORPORATE TRUST OFFICES OF THE TRUSTEE:

     The term "CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term,
shall mean the corporate trust office of the Trustee, at which at any particular
time its corporate trust business

                                        2


shall be principally administered, which office is at the date of the execution
of this Indenture located at _______________________________________.

     DEPOSITARY:

     The term "DEPOSITARY" shall mean, unless otherwise specified in a Company
Order pursuant to Section 2.05 hereof, The Depository Trust Company, New York,
New York, or any successor thereto registered and qualified under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or regulation.

     EVENT OF DEFAULT:

     The term "EVENT OF DEFAULT" shall mean any event specified in Section 7.01
hereof, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

     GLOBAL SECURITY:

     The term "GLOBAL SECURITY" shall mean a Security that pursuant to Section
2.05 hereof is issued to evidence Securities, that is delivered to the
Depositary or pursuant to the instructions of the Depositary and that shall be
registered in the name of the Depositary or its nominee.

     INDENTURE:

     The term "INDENTURE" shall mean this instrument as originally executed or,
if amended or supplemented as herein provided, as so amended or supplemented.

     INTEREST PAYMENT DATE:

     The term "INTEREST PAYMENT DATE" shall mean, unless otherwise specified in
a Company Order pursuant to Section 2.05 hereof, (a) each April 1 and October 1
during the period any Security is outstanding (provided that the first Interest
Payment Date for any Security, the Original Issue Date of which is after a
Regular Record Date but prior to the respective Interest Payment Date, shall be
the Interest Payment Date following the next succeeding Regular Record Date),
(b) a date of maturity of such Security and (c) only with respect to defaulted
interest on such Security, the date established by the Trustee for the payment
of such defaulted interest pursuant to Section 2.11 hereof.

     MATURITY:

     The term "MATURITY," when used with respect to any Security, shall mean the
date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at the stated maturity thereof or by declaration of
acceleration, redemption or otherwise.

                                        3


     OFFICERS' CERTIFICATE:

     The term "OFFICERS' CERTIFICATE" when used with respect to the Company,
shall mean a certificate signed by one of the Chairman, the President, any Vice
President, the Treasurer or an Assistant Treasurer, and by the Secretary or an
Assistant Secretary of the Company.

     OPINION OF COUNSEL:

     The term "OPINION OF COUNSEL" shall mean an opinion in writing signed by
legal counsel, who may be an employee of the Company, meeting the applicable
requirements of Section 14.05 hereof. If the Indenture requires the delivery of
an Opinion of Counsel to the Trustee, the text and substance of which has been
previously delivered to the Trustee, the Company may satisfy such requirement by
the delivery by the legal counsel that delivered such previous Opinion of
Counsel of a letter to the Trustee to the effect that the Trustee may rely on
such previous Opinion of Counsel as if such Opinion of Counsel was dated and
delivered the date delivery of such Opinion of Counsel is required. Any Opinion
of Counsel may contain conditions and qualifications satisfactory to the
Trustee.

     OPINION OF INDEPENDENT COUNSEL:

     The term "OPINION OF INDEPENDENT COUNSEL" shall mean an opinion in writing
signed by legal counsel, who shall not be an employee of the Company, meeting
the applicable requirements of Section 14.05. Any Opinion of Independent Counsel
may contain conditions and qualifications satisfactory to the Trustee.

     ORIGINAL ISSUE DATE:

     The term "ORIGINAL ISSUE DATE" shall mean for a Security, or portions
thereof, the date upon which it, or such portion, was issued by the Company
pursuant to this Indenture and authenticated by the Trustee (other than in
connection with a transfer, exchange or substitution).

     OUTSTANDING:

     The term "OUTSTANDING", when used with reference to Securities, shall,
subject to Section 9.04 hereof, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

     (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company), provided that if such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provisions
satisfactory to the Trustee shall have been made for giving such notice;

     (c) Securities, or portions thereof, that have been paid and discharged or
are deemed to have been paid and discharged pursuant to the provisions of this
Indenture; and

                                        4


     (d) Securities in lieu of or in substitution for which other Securities
shall have been authenticated and delivered, or which have been paid, pursuant
to Section 2.07 hereof.

     PERSON:

     The term "PERSON" shall mean any individual, corporation, partnership,
joint venture, limited liability company, association, joint-stock company,
trust, unincorporated organization or government or any agent or political
subdivision thereof.

     PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY:

     The term "PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean 321
N. Harvey, Oklahoma City, Oklahoma 73102, or such other place where the main
corporate offices of the Company are located as designated in writing to the
Trustee by an Authorized Agent.

     REGULAR RECORD DATE:

     The term "REGULAR RECORD DATE" shall mean, unless otherwise specified in a
Company Order pursuant to Section 2.05, for an Interest Payment Date for a
particular Security (a) the fifteenth day of the calendar month next preceding
each Interest Payment Date (unless the Interest Payment Date is the date of
maturity of such Security, in which event, the Regular Record Date shall be as
described in clause (b) hereof) and (b) the date of maturity of such Security.

     RESPONSIBLE OFFICER:

     The term "RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with
respect to the Trustee shall mean one or more of the following: the chairman of
the board of directors, the vice chairman of the board of directors, the
chairman of the executive committee, the president, any vice president, the
secretary, the treasurer, any trust officer, any assistant trust officer, any
second or assistant vice president, any assistant secretary, any assistant
treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

     SECURITY OR SECURITIES:

     The terms "SECURITY" or "SECURITIES" shall mean any Security or Securities,
as the case may be, authenticated and delivered under this Indenture, including
any Global Security.

     SECURITY HOLDER:

     The terms "SECURITY HOLDER", "HOLDER OF SECURITIES" or "HOLDER" shall mean
any Person in whose name at the time a particular Security is registered on the
books of the Trustee kept for that purpose in accordance with the terms hereof.

                                        5


     SPECIAL RECORD DATE:

     The term "SPECIAL RECORD DATE" shall mean, with respect to any Security,
the date established by the Trustee in connection with the payment of defaulted
interest on such Security pursuant to Section 2.11 hereof.

     STATED MATURITY:

     The term "STATED MATURITY" shall mean with respect to any Security, the
last date on which principal on such Security becomes due and payable as therein
or herein provided, other than by declaration of acceleration or by redemption.

     TRUSTEE:

     The term "TRUSTEE" shall mean UMB Bank, N.A. and, subject to Article Eight,
shall also include any successor Trustee.

     U.S. GOVERNMENT OBLIGATIONS:

     The term "U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable
obligations of, or non-callable obligations guaranteed as to timely payment of
principal and interest by, the United States of America or an agency thereof for
the payment of which obligations or guarantee the full faith and credit of the
United States is pledged or (ii) certificates or receipts representing direct
ownership interests in obligations or specified portions (such as principal or
interest) of obligations described in clause (i) above, which obligations are
held by a custodian in safekeeping in a manner satisfactory to the Trustee.

                                  ARTICLE TWO.

                    FORM, ISSUE, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES

     SECTION 2.01. FORM GENERALLY.

     (a) If the Securities are in the form of a Global Security, they shall be
in substantially the form set forth in EXHIBIT A to this Indenture, and, if the
Securities are not in the form of a Global Security, they shall be in
substantially the form set forth in EXHIBIT B to this Indenture, or, in any
case, in such other form as shall be established by a Board Resolution, or a
Company Order pursuant to a Board Resolution, or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with applicable rules of any securities exchange or of the Depositary or with
applicable law or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of such Securities.

                                        6


     (b) The definitive Securities shall be typed, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

     SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

                     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

     SECTION 2.03. AMOUNT UNLIMITED. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited, subject to compliance with the provisions of this Indenture.

     SECTION 2.04. DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES.

     (a) The Securities shall be issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof or such other amount or
amounts as may be authorized by the Board of Directors or a Company Order
pursuant to a Board Resolution or in one or more indentures supplemental hereto;
provided that the principal amount of a Global Security shall not exceed
$_______ unless otherwise permitted by the Depositary.

     (b) Each Security shall be dated and issued as of the date of its
authentication by the Trustee, and shall bear an Original Issue Date or, as
provided in Section 2.13(e) hereof, two or more Original Issue Dates; each
Security issued upon transfer, exchange or substitution of a Security shall bear
the Original Issue Date or Dates of such transferred, exchanged or substituted
Security, subject to the provisions of Section 2.13(e) hereof.

     (c) Each Security shall bear interest from the later of (1) its Original
Issue Date (or, if pursuant to Section 2.13 hereof, a 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 of such Global
Security to which that Original Issue Date is applicable), or (2) the most
recent date to which interest has been paid or duly provided for with respect to
such Security until the principal of such Security is paid or made available for
payment, and interest on each Security shall be payable on each Interest Payment
Date after the Original Issue Date.

     (d) Each Security shall mature on a stated maturity date specified in the
Security. The principal amount of each outstanding Security shall be payable on
the maturity date or dates specified therein.

                                        7


     (e) Unless otherwise specified in a Company Order pursuant to Section 2.05
hereof, interest on each of the Securities shall be calculated on the basis of a
360-day year of twelve 30-day months and shall be computed at a fixed rate until
the maturity of such Securities. The method of computing interest on any
Securities not bearing a fixed rate of interest shall be set forth in a Company
Order pursuant to Section 2.05 hereof. Unless otherwise specified in a Company
Order pursuant to Section 2.05 hereof, principal, interest and premium on the
Securities shall be payable in the currency of the United States.

     (f) Except as provided in the following sentence, the Person in whose name
any Security is registered at the close of business on any Regular Record Date
or Special Record Date with respect to an Interest Payment Date for such
Security shall be entitled to receive the interest payable on such Interest
Payment Date notwithstanding the cancellation of such Security upon any
registration of transfer, exchange or substitution of such Security subsequent
to such Regular Record Date or Special Record Date and prior to such Interest
Payment Date. Any interest payable at maturity shall be paid to the Person to
whom the principal of such Security is payable.

     (g) Promptly after each Regular Record Date that is not a date of maturity,
the Trustee shall furnish to the Company a notice setting forth the total amount
of the interest payments to be made on the applicable Interest Payment Date, and
to the Depositary a notice setting forth the total amount of interest payments
to be made on Global Securities on such Interest Payment Date. The Trustee (or
any duly selected paying agent) shall provide to the Company during each month
that precedes an Interest Payment Date a list of the principal, interest and
premium to be paid on Securities on such Interest Payment Date and to the
Depositary a list of the principal, interest and premium to be paid on Global
Securities on such Interest Payment Date. Promptly after the first Business Day
of each month, the Trustee shall furnish to the Company a written notice setting
forth the aggregate principal amount of the Global Securities. The Trustee shall
assume responsibility for withholding taxes on interest paid as required by law
except with respect to any Global Security.

     SECTION 2.05. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     (a) The Securities shall be executed on behalf of the Company by one of its
Chairman, President, any Vice President, its Treasurer or an Assistant Treasurer
of the Company and attested by the Secretary or an Assistant Secretary of the
Company. The signature of any of these officers on the Securities may be manual
or facsimile.

     (b) Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     (c) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with or preceded by one or more Company
Orders for the authentication and delivery of such Securities, and the Trustee
in accordance with any such Company Order shall authenticate and deliver such
Securities. The Securities shall be issued in series. Such Company Order shall
specify the following with respect to each series of Securities: (i) any
limitations on the

                                        8


aggregate principal amount of the Securities to be issued as part of such
series, (ii) the Original Issue Date or Dates for such series, (iii) the stated
maturity of such series, (iv) the interest rate or rates, or method of
calculation of such rate or rates, for such series, (v) the terms, if any,
regarding the optional or mandatory redemption of such series, including
redemption date or dates of such series, if any, and the price or prices
applicable to such redemption (including any premium), (vi) whether or not the
Securities of such series shall be issued in whole or in part in the form of a
Global Security and, if so, the Depositary for such Global Security, (vii) the
designation of such series, (viii) if the form of the Securities of such series
is not as described in EXHIBIT A OR EXHIBIT B, hereto, the form of the
Securities of such series, (ix) the maximum annual interest rate, if any, of the
Securities permitted for such series, (x) any other information necessary to
complete the Securities of such series, (xi) the establishment of any office or
agency pursuant to Section 5.02 hereto and (xii) any other terms of such series
not inconsistent with this Indenture. Prior to authenticating Securities of any
series, and in accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall receive from the Company the
following at or before the issuance of the initial Security of such series of
Securities, and (subject to Section 8.01 hereof) shall be fully protected in
relying upon:

     (1) A Board Resolution authorizing such Company Order or Orders and, if the
form of Securities is established by a Board Resolution or a Company Order
pursuant to a Board Resolution, a copy of such Board Resolution;

     (2) an Opinion of Counsel stating substantially the following subject to
customary qualifications and exceptions:

     (A) if the form of Securities has been established by or pursuant to a
Board Resolution, a Company Order pursuant to a Board Resolution, or in a
supplemental indenture as permitted by Section 2.01 hereof, that such form has
been established in conformity with this Indenture;

     (B) that the Indenture has been duly authorized, executed and delivered by
the Company and constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
relating to or affecting the enforcement of creditors and the application of
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except as enforcement of provisions of the
Indenture may be limited by state laws affecting the remedies for the
enforcement of the security provided for in the Indenture;

     (C) that the Indenture is qualified to the extent necessary under the TIA;

     (D) that such Securities have been duly authorized and executed by the
Company, and when authenticated by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, except to the extent that enforcement thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application relating to or affecting the enforcement of
creditors and the application of general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity) and except as
enforcement of provisions of this Indenture may be

                                        9


limited by state laws affecting the remedies for the enforcement of the security
provided for in this Indenture;

     (E) that the issuance of the Securities will not result in any default
under this Indenture, or any other contract, indenture, loan agreement or other
instrument to which the Company is a party or by which it or any of its property
is bound;

     (F) that all consents or approvals of any other federal or state regulatory
agency required in connection with the Company's execution and delivery of this
Indenture and such series of Securities have been obtained and not withdrawn
(except that no statement need be made with respect to state securities laws);
and

     (3) an Officer's Certificate stating that (i) the Company is not, and upon
the authentication by the Trustee of the series of Securities, will not be in
default under any of the terms or covenants contained in the Indenture and (ii)
all conditions that must be met by the Company to issue Securities under this
Indenture have been met.

     (d) The Trustee shall have the right to decline to authenticate and deliver
any Security:

     (1) if the issuance of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee;

     (2) if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken; or

     (3) if the Trustee in good faith by its Board of Directors, executive
officers or a trust committee of directors and/or responsible officers
determines that such action would expose the Trustee to personal liability to
Holders of any outstanding Securities.

     (e) No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     (f) If all Securities of a series are not to be authenticated and issued at
one time, the Company shall not be required to deliver the Company Order, Board
Resolutions, Officers' Certificate and Opinion of Counsel (including any such
that would be otherwise required pursuant to Section 14.05 hereof) described in
Section 2.05(c) hereof at or prior to the authentication of each Security of
such series, if such items are delivered at or prior to the time of
authentication of the first Security of such series to be authenticated and
issued. If all of the Securities of a series are not authenticated and issued at
one time, for each issuance of Securities after the initial issuance of
Securities, the Company shall be required only to deliver to the Trustee the
Security and a written request (executed by one of the Chairman, the President,
any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary
or an Assistant Secretary of the Company) to the Trustee to authenticate such
Security and to deliver such

                                       10


Security in accordance with the instructions specified by such request. Any such
request shall constitute a representation and warranty by the Company that the
statements made in the Officers' Certificate delivered to the Trustee prior to
the authentication and issuance of the first Security of such series are true
and correct on the date thereof as if made on and as of the date thereof.


     SECTION 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES.

     (a) Subject to Section 2.13 hereof, Securities may be exchanged for one or
more new Securities of any authorized denominations and of a like aggregate
principal amount, series and stated maturity and having the same terms and
Original Issue Date or Dates. Securities to be exchanged shall be surrendered at
any of the offices or agencies to be maintained pursuant to Section 5.02 hereof,
and the Trustee shall deliver in exchange therefor the Security or Securities
which the Security holder making the exchange shall be entitled to receive.

     (b) The Trustee shall keep, at one of said offices or agencies, a register
or registers in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall register or cause to be registered Securities and
shall register or cause to be registered the transfer of Securities as in this
Article Two provided. Such register shall be in written form or in any other
form capable of being converted into written form within a reasonable time. At
all reasonable times, such register shall be open for inspection by the Company.
Upon due presentment for registration of transfer of any Security at any such
office or agency, the Company shall execute and the Trustee shall register,
authenticate and deliver in the name of the transferee or transferees one or
more new Securities of any authorized denominations and of a like aggregate
principal amount, series and stated maturity and having the same terms and
Original Issue Date or Dates.

     (c) All Securities presented for registration of transfer or for exchange,
redemption or payment shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee and duly executed by the Holder or the attorney in fact of such
Holder duly authorized in writing.

     (d) No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

     (e) The Trustee shall not be required to exchange or register a transfer of
any Securities selected, called or being called for redemption (including
Securities, if any, redeemable at the option of the Holder provided such
Securities are then redeemable at such Holder's option) except, in the case of
any Security to be redeemed in part, the portion thereof not to be so redeemed.

     (f) If the principal amount, and applicable premium, of part, but not all
of a Global Security is paid, then upon surrender to the Trustee of such Global
Security, the Company shall execute, and the Trustee shall authenticate, deliver
and register, a Global Security in an

                                       11


authorized denomination in aggregate principal amount equal to, and having the
same terms, Original Issue Date or Dates and series as, the unpaid portion of
such Global Security.

     SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

     (a) If any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, a new Security of like form and
principal amount and having the same terms and Original Issue Date or Dates and
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company, the Trustee and any paying agent or
Authenticating Agent such security or indemnity as may be required by them to
save each of them harmless, and, in every case of destruction, loss or theft of
a Security, the applicant shall also furnish to the Company and to the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

     (b) The Trustee shall authenticate any such substituted Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith. If any Security which has matured, is about to mature, has been
redeemed or called for redemption shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substituted Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company, the Trustee and any paying agent or Authenticating Agent such security
or indemnity as may be required by them to save each of them harmless and, in
case of destruction, loss or theft, evidence satisfactory to the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

     (c) Every substituted Security issued pursuant to this Section 2.07 by
virtue of the fact that any Security is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not such destroyed, lost or stolen Security shall be found at any time, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder. All
Securities shall be held and owned upon the express condition that, to the
extent permitted by law, the foregoing provisions are exclusive with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
and shall preclude any and all other rights or remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     SECTION 2.08. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities, the Company may execute and the Trustee shall authenticate and
deliver temporary Securities (printed, lithographed or otherwise reproduced).
Temporary Securities shall be issuable in any authorized denomination and
substantially in the form of the definitive Securities but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company. Every such temporary Security shall be

                                       12


authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company shall execute and shall deliver to the Trustee
definitive Securities and thereupon any or all temporary Securities shall be
surrendered in exchange therefor at the corporate trust office of the Trustee,
and the Trustee shall authenticate, deliver and register in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities. Such exchange shall be made by the Company at its own expense and
without any charge therefor to the Security holders. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

     SECTION 2.09. CANCELLATION OF SECURITIES PAID, ETC. All Securities
surrendered for the purpose of payment, redemption, exchange or registration of
transfer shall be surrendered to the Trustee for cancellation and promptly
cancelled by it and no Securities shall be issued in lieu thereof except as
expressly permitted by this Indenture. The Company's acquisition of any
Securities shall operate as a redemption or satisfaction of the indebtedness
represented by such Securities and such Securities shall be surrendered by the
Company to and cancelled by the Trustee.

     SECTION 2.10. INTEREST RIGHTS PRESERVED. Each Security delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security
shall carry all the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security, and each such Security shall be so dated
that neither gain nor loss of interest shall result from such transfer, exchange
or substitution.

     SECTION 2.11. SPECIAL RECORD DATE. If and to the extent that the Company
fails to make timely payment or provision for timely payment of interest on any
series of Securities (other than on an Interest Payment Date that is a maturity
date), that interest shall cease to be payable to the Persons who were the
Security holders of such series at the applicable Regular Record Date. In that
event, when moneys become available for payment of the interest, the Trustee
shall (a) establish a date of payment of such interest and a Special Record Date
for the payment of that interest, which Special Record Date shall be not more
than 15 or fewer than 10 days prior to the date of the proposed payment and (b)
mail notice of the date of payment and of the Special Record Date not fewer than
10 days preceding the Special Record Date to each Security holder of such series
at the close of business on the 15th day preceding the mailing at the address of
such Security holder, as it appeared on the register for the Securities. On the
day so established by the Trustee the interest shall be payable to the Holders
of the applicable Securities at the close of business on the Special Record
Date.

     SECTION 2.12. PAYMENT OF SECURITIES. Payment of the principal, interest and
premium on all Securities shall be payable as follows:

     (a) On or before 9:30 a.m., New York City time, of the day on which payment
of principal, interest and premium is due on any Global Security pursuant to the
terms thereof, the Company shall deliver to the Trustee funds available on such
date sufficient to make such payment, by wire transfer of immediately available
funds or by instructing the Trustee to withdraw sufficient funds from an account
maintained by the Company with the Trustee or such other method as is acceptable
to the Trustee and the Depositary. 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 any payment of interest is due on any Global
Security (other than at maturity), the Trustee shall pay to the Depositary such
interest in same day funds. On or before 10:00 a.m., New

                                       13


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 any 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, at maturity or upon redemption, of
any part of the principal or interest on and applicable premium of any Global
Security, the Depositary shall surrender, or cause to be surrendered, such
Global Security to the Trustee, whereupon a new Global Security shall be issued
to the Depositary pursuant to Section 2.06(f) hereof.

     (b) With respect to any Security that is not a Global Security, principal,
applicable premium and interest due at the maturity of the Security shall be
payable in immediately available funds when due upon presentation and surrender
of such Security at the corporate trust office of the Trustee or at the
authorized office of any paying agent. Interest on any Security that is not a
Global Security (other than interest payable at maturity) shall be paid to the
Holder thereof as its name appears on the register by check payable in
clearinghouse funds; provided that if the Trustee receives a written request
from any Holder of Securities, the aggregate principal amount of which having
the same Interest Payment Date equals or exceeds $10,000,000, on or before the
applicable Regular Record Date for such Interest Payment Date, interest shall be
paid by wire transfer of immediately available funds to a bank within the
continental United States designated by such Holder in its request or by direct
deposit into the account of such Holder designated by such Holder in its request
if such account is maintained with the Trustee or any paying agent.

     SECTION 2.13. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.

     (a) If the Company shall establish pursuant to Section 2.05 hereof that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 2.05 hereof and the Company Order
delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, shall be denominated in an
amount equal to the aggregate principal amount of, and shall have the same terms
as, the outstanding Securities of such series to be represented by such Global
Security or Securities, (ii) shall be registered in the name of the Depositary
or its nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "This Security is a Global Security
registered in the name of the Depositary (referred to herein) or a nominee
thereof and, unless and until it is exchanged in whole or in part for the
individual Securities represented hereby, this Global Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary. Unless this Global Security is presented
by an authorized representative of The Depository Trust Company (55 Water
Street, New York, New York), to the trustee for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an

                                       14


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" or such other legend as may be required by
the rules and regulations of the Depositary.

     (b) Notwithstanding any other provision of Section 2.06 hereof or of this
Section 2.13, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for individual Securities, a Global
Security may be transferred, in whole but not in part, only as described in the
legend thereto.

     (c) (i) If at any time the Depositary for a Global Security notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary for the 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 such Global Security. If a
successor Depositary for such 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 pursuant to Section 2.05(c)(vi) hereof
shall no longer be effective with respect to the series of Securities evidenced
by such Global Security and the Company shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Securities of such series in exchange for such Global Security, shall
authenticate and deliver, individual Securities of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security. The Trustee
shall not be charged with knowledge or notice of the ineligibility of a
Depositary unless a responsible officer assigned to and working in its corporate
trustee administration department shall have actual knowledge thereof.

     (ii) The Company may at any time and in its sole discretion determine that
all outstanding (but not less than all) Securities of a series issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities in exchange for such Global
Security, shall authenticate and deliver individual Securities 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.

     (iii) In any exchange provided for in any of the preceding two paragraphs,
the Company will execute and the Trustee will authenticate and deliver
individual Securities in definitive registered form in authorized denominations.
Upon the exchange of a Global Security for individual Securities, such Global
Security shall be cancelled by the Trustee. Securities issued in exchange for a
Global Security pursuant to this Section shall be registered in such names and
in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the persons in whose names such Securities are so
registered, or if the Depositary shall refuse or be unable to deliver such
Securities, the Trustee shall deliver such Securities to the persons in whose
names such Securities are registered, unless otherwise agreed upon between the
Trustee and the Company, in

                                       15


which event the Company shall cause the Securities to be delivered to the
persons in whose names such Securities are registered.

     (d) Neither the Company, the Trustee, any Authenticating Agent nor any
paying agent shall have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.

     (e) Pursuant to the provisions of this subsection, at the option of the
Trustee and upon 30 days' written notice to the Depositary but not prior to the
first Interest Payment Date of the respective Global Securities, the Depositary
shall be required to surrender any two or more Global Securities which have
identical terms, including, without limitation, identical maturities, interest
rates and redemption provisions (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 each applicable Original Issue Date and the principal amount
applicable to each such Original Issue Date. The exchange contemplated in this
subsection shall be consummated at least 30 days prior to any Interest Payment
Date applicable to any of the Global Securities surrendered to the Trustee. Upon
any exchange of any Global Security with two or more Original Issue Dates,
whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03
hereof, the aggregate principal amount of the Securities with a particular
Original Issue Date shall be the same before and after such exchange, after
giving effect to any retirement of Securities and the Original Issue Dates
applicable to such Securities occurring in connection with such exchange.

                                 ARTICLE THREE.

                            REDEMPTION OF SECURITIES

     SECTION 3.01. APPLICABILITY OF ARTICLE. Such of the Securities as are, by
their terms, redeemable prior to their stated maturity date at the option of the
Company, may be redeemed by the Company at such times, in such amounts and at
such prices as may be specified therein and in accordance with the provisions of
this Article Three.

     SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF SECURITIES.

     (a) The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution which shall be given with notice of redemption to the
Trustee at least 45 days (or such shorter period acceptable to the Trustee in
its sole discretion) prior to the redemption date specified in such notice.

     (b) Notice of redemption to each Holder of Securities to be redeemed as a
whole or in part shall be given by the Trustee, in the manner provided in
Section 14.10 hereof, no less than 30 or more than 60 days prior to the date
fixed for redemption. Any notice which is given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Security holder receives the notice. In any case, failure duly to give such
notice, or any

                                       16


defect in such notice, to the Holder of any Security designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

     (c) Each such notice shall specify the date fixed for redemption, the
places of redemption and the redemption price at which such Securities are to be
redeemed, and shall state that payment of the redemption price of such
Securities or portion thereof to be redeemed will be made upon surrender of such
Securities at such places of redemption, that interest accrued to the date fixed
for redemption will be paid as specified in such notice, and that from and after
such date interest thereon shall cease to accrue. If less than all of a series
of Securities having the same terms are to be redeemed, the notice shall specify
the Securities or portions thereof to be redeemed. If any Security is to be
redeemed in part only, the notice which relates to such Security shall state the
portion of the principal amount thereof to be redeemed, and shall state that,
upon surrender of such Security, a new Security or Securities having the same
terms in aggregate principal amount equal to the unredeemed portion thereof will
be issued.

     (d) Unless otherwise provided by a supplemental indenture or Company Order
under Section 2.05 hereof, if less than all of a series of Securities is to be
redeemed, the Trustee shall select in such manner as it shall deem appropriate
and fair in its discretion the particular Securities to be redeemed in whole or
in part and shall thereafter promptly notify the Company in writing of the
Securities so to be redeemed. If less than all of a series of Securities
represented by a Global Security is to be redeemed, the particular Securities or
portions thereof of such series to be redeemed shall be selected by the
Depositary for such series of Securities in such manner as the Depositary shall
determine. Securities shall be redeemed only in denominations of $1,000,
provided that any remaining principal amount of a Security redeemed in part
shall be a denomination authorized under this Indenture.

     (e) If at the time of the mailing of any notice of redemption the Company
shall not have irrevocably directed the Trustee to apply funds deposited with
the Trustee or held by it and available to be used for the redemption of
Securities to redeem all the Securities called for redemption, such notice, at
the election of the Company, may state that it is subject to the receipt of the
redemption moneys by the Trustee before the date fixed for redemption and that
such notice shall be of no effect unless such moneys are so received before such
date.

     SECTION 3.03. PAYMENT OF SECURITIES ON REDEMPTION; DEPOSIT OF REDEMPTION
PRICE.

     (a) If notice of redemption for any Securities shall have been given as
provided in Section 3.02 hereof and such notice shall not contain the language
permitted at the Company's option under Section 3.02(e) hereof, such Securities
or portions of Securities called for redemption shall become due and payable on
the date and at the places stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption of such
Securities. Interest on the Securities or portions thereof so called for
redemption shall cease to accrue and such Securities or portions thereof shall
be deemed not to be entitled to any benefit under this Indenture except to
receive payment of the redemption price together with interest accrued thereon
to the date fixed for redemption. Upon presentation and surrender of such
Securities at such a place of payment in such notice specified, such Securities
or the

                                       17


specified portions thereof shall be paid and redeemed at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption.

     (b) If notice of redemption shall have been given as provided in Section
3.02 hereof and such notice shall contain the language permitted at the
Company's option under Section 3.02(e) hereof, such Securities or portions of
Securities called for redemption shall become due and payable on the date and at
the places stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption of such Securities, and
interest on the Securities or portions thereof so called for redemption shall
cease to accrue and such Securities or portions thereof shall be deemed not to
be entitled to any benefit under this Indenture except to receive payment of the
redemption price together with interest accrued thereon to the date fixed for
redemption; provided that, in each case, the Company shall have deposited with
the Trustee or a paying agent on or prior to such redemption date an amount
sufficient to pay the redemption price together with interest accrued to the
date fixed for redemption. Upon the Company making such deposit and, upon
presentation and surrender of such Securities at such a place of payment in such
notice specified, such Securities or the specified portions thereof shall be
paid and redeemed at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption. If the Company shall not make
such deposit on or prior to the redemption date, the notice of redemption shall
be of no force and effect and the principal on such Securities or specified
portions thereof shall continue to bear interest as if the notice of redemption
had not been given.

     (c) No notice of redemption of Securities shall be mailed during the
continuance of any Event of Default, except (1) that, when notice of redemption
of any Securities has been mailed, the Company shall redeem such Securities but
only if funds sufficient for that purpose have prior to the occurrence of such
Event of Default been deposited with the Trustee or a paying agent for such
purpose, and (2) that notices of redemption of all outstanding Securities may be
given during the continuance of an Event of Default.

     (d) Upon surrender of any Security redeemed in part only, the Company shall
execute, and the Trustee shall authenticate, deliver and register, a new
Security or Securities of authorized denominations in aggregate principal amount
equal to, and having the same terms, Original Issue Date or Dates and series as,
the unredeemed portion of the Security so surrendered.

                                  ARTICLE FOUR.

                  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

     SECTION 4.01. SATISFACTION AND DISCHARGE.

     (a) If at any time:

          (1) the Company shall have paid or caused to be paid the principal of
     and premium, if any, and interest on all the outstanding Securities, as and
     when the same shall have become due and payable,

          (2) the Company shall have delivered to the Trustee for cancellation
     all outstanding Securities, or

                                       18


          (3) the Company shall have irrevocably deposited or caused to be
     irrevocably deposited with the Trustee as trust funds the entire amount in
     (A) cash, (B) U.S. Government Obligations maturing as to principal and
     interest in such amounts and at such times as will insure the availability
     of cash, or (C) a combination of cash and U.S. Government Obligations, in
     any case sufficient, without reinvestment, as certified by an independent
     public accounting firm of national reputation in a written certification
     delivered to the Trustee, to pay at maturity or the applicable redemption
     date (provided that notice of redemption shall have been duly given or
     irrevocable provision satisfactory to the Trustee shall have been duly made
     for the giving of any notice of redemption) all outstanding Securities,
     including principal and any premium and interest due or to become due to
     such date of maturity, as the case may be and, unless all outstanding
     Securities are to be due within 90 days of such deposit by redemption or
     otherwise, shall also deliver to the Trustee an Opinion of Independent
     Counsel to the effect that the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or similar
     pronouncement by the Internal Revenue Service, or that there has been a
     change of law, in either case to the effect that the Holders of the
     Securities will not recognize income, gain or loss for federal income tax
     purposes as a result of such defeasance or discharge of the Indenture,

and if, in any such case, the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to (i) rights of registration of transfer and
exchange of Securities, (ii) substitution of mutilated, defaced, destroyed, lost
or stolen Securities, (iii) rights of Security holders to receive payments of
principal thereof, and any premium and interest thereon, upon the original
stated due dates therefor or upon the applicable redemption date (but not upon
acceleration of maturity) from the moneys and U.S. Government Obligations held
by the Trustee pursuant to Section 4.02 hereof, (iv) the rights and immunities
of the Trustee hereunder, (v) the rights of the Holders of Securities as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them, (vi) the obligations and rights of the Trustee
and the Company under Section 4.04 hereof, and (vii) the duties of the Trustee
with respect to any of the foregoing), and the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and its obligations
under, the Securities, and the Trustee, on demand of the Company and at the cost
and expense of the Company, shall execute proper instruments acknowledging such
satisfaction of and discharging this Indenture and the Trustee shall at the
request of the Company return to the Company all property and money held by it
under this Indenture and determined by it from time to time in accordance with
the certification pursuant to this Section 4.01(a)(3) to be in excess of the
amount required to be held under this Section.

     If the Securities are deemed to be paid and discharged pursuant to Section
4.01(a)(3) hereof, within 15 days after those Securities are so deemed to be
paid and discharged, the Trustee shall cause a written notice to be given to
each Holder in the manner provided by Section 14.10 hereof. The notice shall:

          (i) state that the Securities are deemed to be paid and discharged;

          (ii) set forth a description of any U.S. Government Obligations and
     cash held by the Trustee as described above;

                                       19


          (iii) if any Securities will be called for redemption, specify the
     date or dates on which those Securities are to be called for redemption.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.06 hereof, shall
survive.

     (b) If the Company shall have paid or caused to be paid the principal of
and premium, if any, and interest on any Security, as and when the same shall
have become due and payable or the Company shall have delivered to the Trustee
for cancellation any outstanding Security, such Security shall cease to be
entitled to any lien, benefit or security under this Indenture.

     SECTION 4.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys
and U.S. Government Obligations deposited with the Trustee pursuant to Section
4.01 hereof shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the Holders of the particular Securities for the payment or
redemption of which such moneys and U.S. Government Obligations have been
deposited with the Trustee of all sums due and to become due thereon for
principal and premium, if any, and interest.

     SECTION 4.03. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and
discharge of this Indenture all moneys then held by any paying agent for the
Securities (other than the Trustee) shall, upon written demand by an Authorized
Agent, be repaid to the Company or paid to the Trustee, and thereupon such
paying agent shall be released from all further liability with respect to such
moneys.

     SECTION 4.04. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid
to the Trustee for payment of the principal of or any premium or interest on any
Securities and not applied but remaining unclaimed by the Holders of such
Securities for two years after the date upon which the principal of or any
premium or interest on such Securities, as the case may be, shall have become
due and payable, shall be repaid to the Company by the Trustee on written demand
by an Authorized Agent, and all liability of the Trustee shall thereupon cease;
and any Holder of any of such Securities shall thereafter look only to the
Company for any payment which such Holder may be entitled to collect.

                                  ARTICLE FIVE.

                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 5.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of the Holders of the Securities that it
will duly and punctually pay or cause to be paid the principal of and any
premium and interest on each of the Securities at the places, at the respective
times and in the manner provided in such Securities or in this Indenture.

     SECTION 5.02. OFFICE FOR NOTICES AND PAYMENTS, ETC. So long as any of the
Securities remain outstanding, the Company at its option may cause to be
maintained in the Borough of Manhattan, the City and State of New York, or
elsewhere, an office or agency where the Securities may be presented for
registration of transfer and for exchange as in this Indenture

                                       20


provided, and where, at any time when the Company is obligated to make a payment
of principal and premium upon Securities, the Securities may be surrendered for
payment, and may maintain at any such office or agency and at its principal
office an office or agency where notices and demands to or upon the Company in
respect of the Securities or of this Indenture may be served. The designation of
any such office or agency shall be made by Company Order pursuant to Section
2.05 hereof or at any subsequent time pursuant to this Section 5.02 hereof. The
Company will give to the Trustee written notice of the location of each such
office or agency and of any change of location thereof. If the Company shall
fail to give such notice of the location or of any change in the location of any
such office or agency, presentations may be made and notices and demands may be
served at the corporate trust office of the Trustee.

     SECTION 5.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.11 hereof, a Trustee, so that
there shall at all times be a Trustee hereunder.

     SECTION 5.04. PROVISION AS TO PAYING AGENT. The Trustee shall be the paying
agent for the Securities and, at the option of the Company, the Company may
appoint additional paying agents (including without limitation itself). Whenever
the Company shall appoint an additional paying agent, it shall cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to this Section 5.04:

          (1) that it will hold in trust for the benefit of the Holders and the
     Trustee all sums held by it as such agent for the payment of the principal
     of and any premium or interest on the Securities (whether such sums have
     been paid to it by the Company or by any other obligor on such Securities)
     in trust for the benefit of the Holders of such Securities;

          (2) that it will give to the Trustee notice of any failure by the
     Company (or by any other obligor on such Securities) to make any payment of
     the principal of and any premium or interest on such Securities when the
     same shall be due and payable; and

          (3) that it will at any time during the continuance of any such
     failure, upon the written request of the Trustee, forthwith pay to the
     Trustee all sums so held in trust by such paying agent.

     If the Company shall act as its own paying agent with respect to any
Securities, it will, on or before each due date of the principal of and any
premium or interest on such Securities, set aside, segregate and hold in trust
for the benefit of the Holders of such Securities a sum sufficient to pay such
principal and any premium or interest so becoming due and will notify the
Trustee of any failure by it to take such action and of any failure by the
Company (or by any other obligor on such Securities) to make any payment of the
principal of and any premium or interest on such Securities when the same shall
become due and payable.

     Whenever the Company shall have one or more paying agents, it will, on or
prior to each due date of the principal of (and premium, if any) or interest, if
any, on any Securities, deposit with such paying agent a sum sufficient to pay
the principal (and premium, if any) or interest, if any, so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such

                                       21


principal, premium or interest, if any, and (unless such paying agent is the
Trustee) the Company shall promptly notify the Trustee of any failure on its
part to so act.

     Anything in this Section 5.04 to the contrary notwithstanding, the Company
may, at any time, for the purpose of obtaining a satisfaction and discharge of
this Indenture, or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by it or any paying agent hereunder, as required by this
Section 5.04, such sums to be held by the Trustee upon the trusts herein
contained.

     Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.04 is subject to
Sections 4.03 and 4.04 hereof.

     SECTION 5.05. CERTIFICATES AND NOTICE TO TRUSTEE. The Company shall, on or
before May 1 of each year, beginning in 2002, deliver to the Trustee a
certificate from its principal executive officer, principal financial officer or
principal accounting officer covering the preceding calendar year and stating
whether or not, to the knowledge of such party, the Company has complied with
all conditions and covenants under this Indenture, and, if not, describing in
reasonable detail any failure by the Company to comply with any such conditions
or covenants. For purposes of this Section, compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

                                  ARTICLE SIX.

        SECURITY HOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     SECTION 6.01. SECURITY HOLDER LISTS.

     (a) The Company shall furnish or cause to be furnished to the Trustee
semiannually, not later than 15 days after each Regular Record Date for each
Interest Payment Date that is not a maturity date and at such other times as
such Trustee may request in writing, within 30 days after receipt by the Company
of any such request, a list in such form as the Trustee may reasonably require
containing all the information in the possession or control of the Company, or
any paying agents other than the Trustee, as to the names and addresses of the
Holders of Securities, obtained since the date as of which the next previous
list, if any, was furnished. Any such list may be dated as of a date not more
than 15 days prior to the time such information is furnished or caused to be
furnished and need not include information received after such date; provided
that as long as the Trustee is the registrar for the Securities, no such list
shall be required to be furnished. The Trustee shall preserve any list provided
to it pursuant to this Section until such time as the Company or any paying
agent, as applicable, shall provide it with a more recent list.

     (b) Within five business days after the receipt by the Trustee of a written
application by any three or more Holders stating that the applicants desire to
communicate with other Holders with respect to their rights under the Indenture
or under the Securities, and accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, and by reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, the Trustee shall, at its
election, either:

                                       22


          (i) afford to such applicants access to all information furnished to
     or received by the Trustee pursuant to Section 6.01(a) hereof or, if
     applicable, in its capacity as registrar to the Securities; or

          (ii) inform such applicants as to the approximate number of Holders
     according to the most recent information furnished to or received by the
     Trustee under Section 6.01(a) hereof or if applicable in its capacity as
     registrar for the Securities, and as to the approximate cost of mailing to
     such Holders the form of proxy or other communication, if any, specified in
     such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Securities a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of such mailing, unless
within five days after such tender the Trustee shall mail to such applicants and
file with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders or would be in
violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all Holders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

     (c) Every Holder of a Security, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any paying agent nor any Authenticating Agent shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders in accordance with this Section, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
this Section.

     SECTION 6.02. SECURITIES AND EXCHANGE COMMISSION REPORTS. The Company
shall:

     (a) file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it will file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of

                                       23


the Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

     (b) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations, including, in the case of annual reports,
if required by such rules and regulations, certificates or opinions of
independent public accountants, conforming to the requirements of Section 14.05,
as to compliance with conditions or covenants, compliance with which is subject
to verification by accountants; and

     (c) transmit by mail to all Holders, as their names and addresses appear in
the register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.

     SECTION 6.03. REPORTS BY THE TRUSTEE.

     (a) Within 60 days after July 15 of each year, beginning with the July 15
after the first issuance of Securities hereunder, the Trustee shall transmit by
mail a brief report dated as of such date that complies with Section 313(a) of
the TIA (to the extent required by such Section).

     (b) The Trustee shall from time to time transmit by mail brief reports that
comply, both in content and date of delivery, with Section 313(b) of the TIA (to
the extent required by such Section).

     (c) A copy of each such report filed pursuant to this section shall, at the
time of such transmission to such Holders, be filed by the Trustee with each
stock exchange upon which any Securities are listed and also with the
Commission. The Company will notify the Trustee promptly upon the listing of
such Securities on any stock exchange.

     (d) Reports pursuant to this Section shall be transmitted

          (1) by mail to all Holders of Securities, as their names and addresses
     appear in the register for the Securities;

          (2) by mail to such Holders of Securities as have, within the two
     years preceding such transmission, filed their names and addresses with the
     Trustee for such purpose;

          (3) by mail, except in the case of reports pursuant to Section 6.03(b)
     and (c) hereof, to all Holders of Securities whose names and addresses have
     been furnished to or received by the Trustee pursuant to Section 6.01
     hereof, and

          (4) at the time such report is transmitted to the Holders of the
     Securities, to each exchange on which Securities are listed and also with
     the Commission.

                                       24


                                 ARTICLE SEVEN.

                           REMEDIES OF THE TRUSTEE AND
                      SECURITY HOLDERS ON EVENTS OF DEFAULT

     SECTION 7.01. EVENTS OF DEFAULT.

     (a) If one or more of the following Events of Default shall have occurred
and be continuing:

          (1) default in the payment of any installment of interest upon any of
     the Securities as and when the same shall become due and payable, and
     continuance of such default for a period of 30 days;

          (2) default in the payment of the principal of or any premium on any
     of the Securities as and when the same shall become due and payable and
     continuance of such default for five days;

          (3) failure on the part of the Company duly to observe or perform any
     other of the covenants or agreements on the part of the Company contained
     in the Securities or in this Indenture for a period of 90 days after the
     date on which written notice of such failure, requiring the same to be
     remedied and stating that such notice is a "Notice of Default" hereunder,
     shall have been given to the Company by the Trustee by registered mail, or
     to the Company and the Trustee by the Holders of at least 25% in aggregate
     principal amount of the Securities at the time outstanding;

          (4) the entry of a decree or order by a court having jurisdiction over
     the Company for relief in respect of the Company under Title 11 of the
     United States Code, as now constituted or hereafter amended, or any other
     applicable federal or state bankruptcy, insolvency or other similar law, or
     appointing a receiver, liquidator, assignee, trustee, custodian,
     sequestrator or similar official of the Company or of any substantial part
     of its property, or ordering the winding-up or liquidation of its affairs,
     and the continuance of any such decree or order unstayed and in effect for
     a period of 60 consecutive days; or

          (5) the filing by the Company with respect to itself or its property
     of a petition or answer or consent seeking relief under Title 11 of the
     United States Code, as now constituted or hereafter amended, or any other
     applicable federal or state bankruptcy, insolvency or other similar law, or
     the consent by it to the institution of proceedings thereunder or to the
     filing of any such petition or to the appointment of or taking possession
     by a receiver, liquidator, assignee, trustee, custodian, sequestrator or
     other similar official of the Company or of any substantial part of its
     property, or the failure of the Company generally to pay its debts as such
     debts become due, or the taking of corporate action by the Company to
     effectuate any such action;

then and in each and every such case, unless the principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of a majority in aggregate principal amount of the Securities then
outstanding, by notice in writing to the Company (and to the Trustee if given by
Security holders), may declare the principal of all the Securities to be due

                                       25


and payable immediately and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities contained to the contrary notwithstanding. This provision, however,
is subject to the condition that if, at any time after the principal of the
Securities shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Company shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of interest upon all of the
Securities and the principal of and any premium on any and all Securities which
shall have become due otherwise than by acceleration (with interest on overdue
installments of interest, to the extent that payment of such interest is
enforceable under applicable law, and on such principal and applicable premium
at the rate borne by the Securities to the date of such payment or deposit) and
all sums paid or advanced by the Trustee hereunder, the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 8.06 hereof; and any and all
defaults under this Indenture, other than the non-payment of principal of and
accrued interest on Securities which shall have become due solely by
acceleration of maturity, shall have been cured or waived, then and in every
such case such payment or deposit shall cause an automatic waiver of the Event
of Default and its consequences and shall cause an automatic rescission and
annulment of the acceleration of the Securities; but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default,
or shall impair any right consequent thereon.

     (b) If the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company and
the Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceeding had been taken.

     SECTION 7.02. PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR.

     (a) The Company covenants that in case of:

          (1) default in the payment of any installment of interest upon any of
     the Securities as and when the same shall become due and payable, and
     continuance of such default for a period of 30 days; or

          (2) default in the payment of the principal of or any premium on any
     of the Securities as and when the same shall have become due and payable
     whether at the stated maturity thereof, upon redemption thereof (provided
     that such redemption is not conditioned upon the deposit of sufficient
     moneys for such redemption), upon declaration of acceleration or otherwise.

then, upon demand of the Trustee, the Company shall pay to the Trustee, for the
benefit of the Holders of the Securities, the whole amount that then shall have
so become due and payable on all such Securities for principal and any premium
or interest, or both, as the case may be, with interest upon the overdue
principal and any premium and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of interest at
the rate

                                       26


borne by the Securities; and, in addition thereto, such further amounts as shall
be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, any
expenses or liabilities incurred by the Trustee hereunder other than through its
negligence or bad faith, and any other amounts due the Trustee under Section
8.06 hereof.

     (b) If the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may enforce any
such judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on such series of Securities wherever situated, the
moneys adjudged or decreed to be payable.

     (c) If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities under the
United States Bankruptcy Code or any other applicable law, or in case a receiver
or trustee shall have been appointed for the property of the Company or such
other obligor, or in the case of any similar judicial proceedings relative to
the Company or other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to this Section 7.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal and any premium and interest
owing and unpaid in respect of the Securities, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any amounts due to the Trustee under Section 8.06 hereof) and of the Holders of
Securities allowed in such judicial proceedings relative to the Company or any
other obligor on the Securities, its or their creditors, or its or their
property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses.

     (d) All claims and rights of action under this Indenture, or under any of
the Securities, may be enforced by the Trustee without the possession of any of
the Securities, or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Holders of the
Securities in respect of which such action was taken.

     (e) Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent or to accept or adopt on behalf of any Security holder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Security holder in any such proceeding.

     SECTION 7.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee with respect to any of the Securities pursuant to this
Article shall be

                                       27


applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such moneys, upon presentation of the several Securities,
and stamping thereon the payment, if only partially paid, and upon surrender
thereof if fully paid.

     FIRST:    To the payment of all amounts due to the Trustee pursuant to
Section 8.06 hereof;

     SECOND:   If the principal of the outstanding Securities in respect of
which such moneys have been collected shall not have become due and be unpaid,
to the payment of interest on the Securities, in the order of the maturity of
the installments of such interest, with interest (to the extent allowed by law
and to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the rate borne by the Securities, such
payments to be made ratably to the persons entitled thereto, and then to the
payment to the Holders entitled thereto of the unpaid principal of and
applicable premium on any of the Securities which shall have become due (other
than Securities previously called for redemption for the payment of which moneys
are held pursuant to the provisions of this Indenture), whether at stated
maturity or by redemption, in the order of their due dates, beginning with the
earliest due date, and if the amount available is not sufficient to pay in full
all Securities due on any particular date, then to the payment thereof ratably,
according to the amounts of principal and applicable premium due on that date,
to the Holders entitled thereto, without any discrimination or privilege;

     THIRD:    If the principal of the outstanding Securities in respect of
which such moneys have been collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the
Securities for principal and any premium and interest thereon, with interest on
the overdue principal and any premium and (to the extent allowed by law and to
the extent that such interest has been collected by the Trustee) upon overdue
installments of interest at the rate borne by the Securities; and in case such
moneys shall be insufficient to pay in full the whole amount so due and unpaid
upon the Securities, then to the payment of such principal and any premium and
interest without preference or priority of principal and any premium over
interest, or of interest over principal and any premium or of any installment of
interest over any other installment of interest, or of any Security over any
other Security, ratably to the aggregate of such principal and any premium and
accrued and unpaid interest; and

     FOURTH:   to the payment of the remainder, if any, to the Company or its
successors or assigns, or to whomsoever may lawfully be entitled to the same, or
as a court of competent jurisdiction may determine.

     SECTION 7.04. PROCEEDINGS BY SECURITY HOLDERS.

     (a) No Holder of any Security shall have any right by virtue of or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of an Event of Default with respect to such Security and of the
continuance thereof, as hereinabove provided, and unless also Security holders
of a majority in aggregate principal amount of the Securities then outstanding
affected by such Event of Default shall have made

                                       28


written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding.

     (b) Notwithstanding any other provision in this Indenture, however, the
rights of any Holder of any Security to receive payment of the principal of and
any premium and interest on such Security, on or after the respective due dates
expressed in such Security or on the applicable redemption date, or to institute
suit for the enforcement of any such payment on or after such respective dates
shall not be impaired or affected without the consent of such Holder.

     SECTION 7.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture, by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted to it under this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.

     SECTION 7.06. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies
given by this Article Seven to the Trustee or to the Security holders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
powers and remedies hereof or of any other powers and remedies available to the
Trustee or the Holders of the Securities, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
Holder of any of the Securities in exercising any right or power accruing upon
any default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to Section 7.04 hereof, every power and
remedy given by this Article Seven or by law to the Trustee or to the Security
holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Security holders.

     SECTION 7.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
OF SECURITY HOLDERS. The Holders of a majority in aggregate principal amount of
the Securities at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
that (subject to Section 8.01 hereof) the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees or responsible officers
shall determine that the action or proceeding so directed would involve the
Trustee in personal liability or would be unduly prejudicial to the rights of
Security holders not joining in such directions. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding may on
behalf of all of the Holders of the Securities waive any past default or Event
of Default hereunder and its consequences except

                                       29


a default in the payment of principal of or any premium or interest on the
Securities. Upon any such waiver the Company, the Trustee and the Holders of the
Securities shall be restored to their former positions and rights hereunder,
respectively, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any default
or Event of Default hereunder shall have been waived as permitted by this
Section 7.07, said default or Event of Default shall for all purposes of the
Securities and this Indenture be deemed to have been cured and to be not
continuing.

     SECTION 7.08. NOTICE OF DEFAULT. The Trustee shall, within 90 days after
the occurrence of a default, give to all Holders of the Securities, in the
manner provided in section 14.10, notice of such default, unless such default
shall have been cured before the giving of such notice; the term "default" for
the purpose of this Section 7.08 being hereby defined to be any event which is
or after notice or lapse of time or both would become an Event of Default;
provided that, except in the case of default in the payment of the principal of
or any premium or interest on any of the Securities, or in the payment of any
sinking or purchase fund installments, the Trustee shall be protected in
withholding such notice if and so long as its board of directors or trustees,
executive committee, or a trust committee of directors or trustees or
responsible officers in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities. The Trustee shall
not be charged with knowledge of any Event of Default unless a responsible
officer of the Trustee assigned to the corporate trustee department of the
Trustee shall have actual knowledge of such Event of Default.

     SECTION 7.09. UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each Holder of any Security by acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but this Section 7.09 shall not apply to any suit instituted by the
Trustee, or to any suit instituted by any Security holder, or group of Security
holders, holding in the aggregate more than 10% in principal amount of the
Securities outstanding, or to any suit instituted by any Security holder for the
enforcement of the payment of the principal of or any premium or interest on any
Security on or after the due date expressed in such Security or the applicable
redemption date.

                                 ARTICLE EIGHT.

                             CONCERNING THE TRUSTEE

     SECTION 8.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE.

     (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. If an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in

                                       30


it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

     (b) No provisions of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:

          (1) prior to the occurrence of any Event of Default and after the
     curing or waiving of all Events of Default which may have occurred

               (A) the duties and obligations of the Trustee shall be determined
          solely by the express provisions of this Indenture, and the Trustee
          shall not be liable except for the performance of such duties and
          obligations as are specifically set forth in this Indenture, and no
          implied covenants or obligations shall be read into this Indenture
          against the Trustee; and

               (B) in the absence of bad faith on the part of the Trustee, the
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions expressed therein, upon any
          certificates or opinions furnished to the Trustee and conforming to
          the requirements of this Indenture; but, in the case of any such
          certificates or opinions which by any provision hereof are
          specifically required to be furnished to the Trustee, the Trustee
          shall be under a duty to examine the same to determine whether or not
          they conform to the requirements of this Indenture;

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a responsible officer or officers of the Trustee, unless it
     shall be proved that the Trustee was negligent in ascertaining the
     pertinent facts; and

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with Section 7.07
     hereof relating to the time, method and place of conducting any proceeding
     for any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee under this Indenture.

     SECTION 8.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
provided in Section 8.01 hereof:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, note or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

     (b) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

                                       31


     (c) the Trustee may consult with counsel and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Security holders, pursuant to this Indenture, unless such Security
holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred by such
exercise;

     (e) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

     (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, note or other paper or document, unless requested in writing to
do so by the Holders of at least a majority in principal amount of the then
outstanding Securities; provided that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by this
Indenture, the Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding;

     (g) no provision of this Indenture shall require the Trustee to extend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it; and

     (h) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or through agents or attorneys;
provided that the Trustee shall not be liable for the conduct or acts of any
such agent or attorney that shall have been appointed in accordance herewith
with due care.

     SECTION 8.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Securities (except in the certificate of authentication) shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any Securities or the proceeds of any Securities authenticated
and delivered by the Trustee in conformity with this Indenture. The Trustee
shall not be responsible for recording or filing this Indenture, any
supplemental indenture, or any financing or continuation statement in any public
office at any time or times.

     SECTION 8.04. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY
OWN SECURITIES. The Trustee and any Authenticating Agent or paying agent in its

                                       32


individual or other capacity, may become the owner or pledgee of Securities with
the same rights it would have if it were not Trustee, Authenticating Agent or
paying agent.

     SECTION 8.05. MONEYS TO BE HELD IN TRUST. Subject to Section 4.04 hereof,
all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee may allow and credit to the Company interest on any money received
hereunder at such rate, if any, as may be agreed upon by the Company and the
Trustee from time to time as may be permitted by law.

     SECTION 8.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation (which shall not be limited by any law in
regard to the compensation of a trustee of an express trust), and the Company
shall pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
this Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and agents, including any
Authenticating Agents, and of all persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Company also covenants to indemnify the Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim or liability. The obligations of the
Company under this Section 8.06 to compensate the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of any particular Securities.

     SECTION 8.07. OFFICERS' CERTIFICATE AS EVIDENCE. Whenever in the
administration of this Indenture, the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to the taking, suffering
or omitting of any action hereunder, such matter (unless other evidence in
respect thereof is herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such Officers' Certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warranty to the Trustee for any action taken,
suffered or omitted by it under this Indenture in reliance thereon.

     SECTION 8.08. CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be subject
to and shall comply with the provisions of Section 310 of the TIA. Nothing in
this Indenture shall be deemed to prohibit the Trustee or the Company from
making any application permitted pursuant to such section.

     SECTION 8.09. EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all
times be a Trustee hereunder which Trustee shall at all times be a corporation
organized and doing business under the laws of the United States or any State
thereof or of the District of Columbia

                                       33


(or a corporation or other Person permitted to act as trustee by the
Commission), subject to supervision or examination by such bodies and authorized
under such laws to exercise corporate trust powers and having a combined capital
and surplus of at least $_________. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid authority, then for the purposes of this Section 8.09, the combined
capital and surplus shall be deemed to be as set forth in its most recent report
of condition so published. No obligor upon the Securities or Person directly or
indirectly controlling, controlled by, or under common control with such obligor
shall serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with this Section 8.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.10 hereof.

     SECTION 8.10. RESIGNATION OR REMOVAL OF TRUSTEE.

     (a) Pursuant to the provisions of this Article, the Trustee may at any time
resign and be discharged of the trusts created by this Indenture by giving
written notice to the Company specifying the day upon which such resignation
shall take effect, and such resignation shall take effect immediately upon the
later of the appointment of a successor trustee and such day.

     (b) Any Trustee may be removed at any time by an instrument or concurrent
instruments in writing filed with such Trustee and signed and acknowledged by
the Holders of a majority in principal amount of the then outstanding Securities
or by their attorneys in fact duly authorized.

     (c) So long as no Event of Default has occurred and is continuing, and no
event has occurred and is continuing that, with the giving of notice or the
lapse of time or both, would become an Event of Default, the Company may remove
any Trustee upon written notice to the Holder of each Security outstanding and
the Trustee.

     (d) If at any time (1) the Trustee shall cease to be eligible in accordance
with Section 8.09 hereof and shall fail to resign after written request therefor
by the Company or by any Holder who has been a bona fide Holder for at least six
months, (2) the Trustee shall fail to comply with Section 8.08 hereof after
written request therefor by the Company or any such Holder, or (3) the Trustee
shall become incapable of acting or shall be adjudged a bankrupt or insolvent or
a receiver of the Trustee or its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Trustee may be removed forthwith by an instrument or concurrent instruments in
writing filed with the Trustee and either:

          (1) signed by the President or any Vice President of the Company and
     attested by the Secretary or an Assistant Secretary of the Company; or

          (2) signed and acknowledged by the Holders of a majority in principal
     amount of outstanding Securities or by their attorneys in fact duly
     authorized.

     (e) Any resignation or removal of the Trustee shall not become effective
until acceptance of appointment by the successor Trustee as provided in Section
8.11 hereof.

     SECTION 8.11. APPOINTMENT OF SUCCESSOR TRUSTEE.

                                       34


     (a) If at any time the Trustee shall resign or be removed, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee.

     (b) The Company shall provide written notice of its appointment of a
Successor Trustee to the Holder of each Security outstanding following any such
appointment.

     (c) If no appointment of a successor Trustee shall be made pursuant to
Section 8.11(a) hereof within 60 days after appointment shall be required, any
Security holder or the resigning Trustee may apply to any court of competent
jurisdiction to appoint a successor Trustee. Said court may thereupon after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.

     (d) Any Trustee appointed under this Section 8.11 as a successor Trustee
shall be a bank or trust company eligible under Section 8.09 hereof and
qualified under Section 8.08 hereof.

     SECTION 8.12. ACCEPTANCE BY SUCCESSOR TRUSTEE.

     (a) Any successor Trustee appointed as provided in Section 8.11 hereof
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to Section 8.06 hereof, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act. Upon request of any such successor Trustee, the Company shall
execute any and all instruments in writing in order more fully and certainly to
vest in and confirm to such successor Trustee all such rights and powers. Any
Trustee ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected by such Trustee to secure any amounts then due it
pursuant to Section 8.06 hereof.

     (b) No successor Trustee shall accept appointment as provided in this
Section 8.12 unless at the time of such acceptance such successor Trustee shall
be qualified under Section 8.08 hereof and eligible under Section 8.09 hereof.

     (c) Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.12, the successor Trustee shall mail notice of its succession
hereunder to all Holders of Securities as the names and addresses of such
Holders appear on the registry books.

     SECTION 8.13. SUCCESSION BY MERGER, ETC.

     (a) Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, provided such corporation shall be otherwise qualified and
eligible under this Article.

                                       35


     (b) If at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificates of the Trustee shall have; provided that the right to
adopt the certificate of authentication of any predecessor Trustee or
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

     SECTION 8.14. LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR.

     The Trustee shall be subject to, and shall comply with, the provisions of
Section 311 of the TIA.

     SECTION 8.15. AUTHENTICATING AGENT.

     (a) There may be one or more Authenticating Agents appointed by the Trustee
with the written consent of the Company, with power to act on its behalf and
subject to the direction of the Trustee in the authentication and delivery of
Securities in connection with transfers and exchanges under Sections 2.06, 2.07,
2.08, 2.13, 3.03, and 12.04 hereof, as fully to all intents and purposes as
though such Authenticating Agents had been expressly authorized by those
Sections to authenticate and deliver Securities. For all purposes of this
Indenture, the authentication and delivery of Securities by any Authenticating
Agent pursuant to this Section 8.15 shall be deemed to be the authentication and
delivery of such Securities "by the Trustee." Any such Authenticating Agent
shall be a bank or trust company or other Person of the character and
qualifications set forth in Section 8.09 hereof.

     (b) Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 8.15, without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent or such successor
corporation.

     (c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 8.15, the
Trustee may, with the written consent of the Company, appoint a successor
Authenticating Agent, and upon so doing shall give written notice of such
appointment to the Company and shall mail, in the manner provided in Section
14.10, notice of such appointment to the Holders of Securities.

                                       36


     (d) The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services, and the Trustee shall be entitled
to be reimbursed for such payments, in accordance with Section 8.06 hereof.

     (e) Sections 8.02, 8.03, 8.06, 8.07 and 8.09 hereof shall be applicable to
any Authenticating Agent.

                                  ARTICLE NINE.

                         CONCERNING THE SECURITY HOLDERS

     SECTION 9.01. ACTION BY SECURITY HOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Securities may take any action, the fact that at the time of
taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by such Security holders in person or by agent or proxy
appointed in writing, (b) by the record of such Security holders voting in favor
thereof at any meeting of Security holders duly called and held in accordance
with Article Ten hereof, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Security holders.

     SECTION 9.02. PROOF OF EXECUTION BY SECURITY HOLDERS.

     (a) Subject to Sections 8.01, 8.02 and 10.05 hereof, proof of the execution
of any instruments by a Security holder or the agent or proxy for such Security
holder shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by the
register for the Securities maintained by the Trustee.

     (b) The record of any Security holders' meeting shall be proven in the
manner provided in Section 10.06 hereof.

     SECTION 9.03. WHO DEEMED ABSOLUTE OWNERS. Subject to Sections 2.04(f) and
9.01 hereof, the Company, the Trustee, any paying agent and any Authenticating
Agent shall deem the person in whose name any Security shall be registered upon
the register for the Securities to be, and shall treat such person as, the
absolute owner of such Security (whether or not such Security shall be overdue)
for the purpose of receiving payment of or on account of the principal and
premium, if any, and interest on such Security, and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Authenticating
Agent shall be affected by any notice to the contrary. All such payments shall
be valid and effectual to satisfy and discharge the liability upon any such
Security to the extent of the sum or sums so paid.

     SECTION 9.04. COMPANY-OWNED SECURITIES DISREGARDED. In determining whether
the Holders of the requisite aggregate principal amount of outstanding
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities shall be disregarded and deemed not to be outstanding for the

                                       37


purpose of any such determination; provided that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith to third parties may be regarded as outstanding for the purposes of
this Section 9.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to take action with respect to such Securities and
that the pledgee is not a person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
such other obligor. In the case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

     SECTION 9.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as may
be otherwise required in the case of a Global Security by the applicable rules
and regulations of the Depositary, at any time prior to the taking of any action
by the Holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action, any Holder of a
Security, which has been included in the Securities the Holders of which have
consented to such action may, by filing written notice with the Trustee at the
corporate trust office of the Trustee and upon proof of ownership as provided in
Section 9.02(a) hereof, revoke such action so far as it concerns such Security.
Except as aforesaid, any such action taken by the Holder of any Security shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of such Security and of any Securities issued in exchange, substitution
or upon registration of transfer therefor, irrespective of whether or not any
notation thereof is made upon such Security or such other Securities.

     SECTION 9.06. RECORD DATE FOR SECURITY HOLDER ACTS. If the Company shall
solicit from the Security holders any request, demand, authorization, direction,
notice, consent, waiver or other act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Security
holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other act may be given before or after the record
date, but only the Security holders of record at the close of business on the
record date shall be deemed to be Security holders for the purpose of
determining whether Holders of the requisite aggregate principal amount of
outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other act, and for
that purpose the outstanding Securities shall be computed as of the record date;
provided that no such request, demand, authorization, direction, notice,
consent, waiver or other act by the Security holders on the record date shall be
deemed effective unless it shall become effective pursuant to this Indenture not
later than six months after the record date. Any such record date shall be at
least 30 days prior to the date of the solicitation to the Security holders by
the Company.

                                  ARTICLE TEN.

                            SECURITY HOLDERS' MEETING

     SECTION 10.01. PURPOSES OF MEETINGS. A meeting of Security holders may be
called at any time and from time to time pursuant to this Article Ten for any of
the following purposes:

                                       38


     (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any Event of Default
hereunder and its consequences, or to take any other action authorized to be
taken by Security holders pursuant to Article Seven;

     (b) to remove the Trustee pursuant to Article Eight;

     (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to Section 12.02 hereof; or

     (d) to take any other action authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Securities, as the
case may be, under any other provision of this Indenture or under applicable
law.

     SECTION 10.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Holders of Securities to take any action specified in Section
10.01 hereof, to be held at such time and at such place as the Trustee shall
determine. Notice of every such meeting of Security holders, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given to Holders of the Securities that may
be affected by the action proposed to be taken at such meeting in the manner
provided in Section 14.10 hereof. Such notice shall be given not less than 20
nor more than 90 days prior to the date fixed for such meeting.

     SECTION 10.03. CALL OF MEETINGS BY COMPANY OR SECURITY HOLDERS. If at any
time the Company, pursuant to a Board Resolution, or the Holders of at least 10%
in aggregate principal amount of the Securities then outstanding, shall have
requested the Trustee to call a meeting of Security holders, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Security holders
may determine the time and the place for such meeting and may call such meeting
to take any action authorized in Section 10.01 hereof, by giving notice thereof
as provided in Section 10.02 hereof.

     SECTION 10.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meetings of Security holders a Person shall (a) be a Holder of one or more
Securities affected by the action proposed to be taken or (b) be a Person
appointed by an instrument in writing as proxy by a Holder of one or more such
Securities. The only Persons who shall be entitled to be present or to speak at
any meeting of Security holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives (including employees) of the
Trustee and its counsel and any representatives (including employees) of the
Company and its counsel.

     SECTION 10.05. REGULATIONS.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Security holders in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

                                       39


     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by the Security holders as provided in Section 10.03 hereof, in which
case the Company or Security holders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by the Holders of a majority
in aggregate principal amount of the Securities present in person or by proxy at
the meeting.

     (c) Subject to Section 9.04 hereof, at any meeting each Security holder or
proxy shall be entitled to one vote for each $1,000 principal amount of
Securities held or represented by such Security holder; provided that no vote
shall be cast or counted at any meeting in respect of any Security ruled by the
chairman of the meeting to be not outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Securities held by such chairman
or instruments in writing as aforesaid duly designating such chairman as the
person to vote on behalf of other Security holders. At any meeting of Security
holders duly called pursuant to Section 10.02 or 10.03 hereof, the presence of
persons holding or representing Securities in an aggregate principal amount
sufficient to take action on any business for the transaction for which such
meeting was called shall constitute a quorum. Any meeting of Security holders
duly called pursuant to Section 10.02 or 10.03 hereof may be adjourned from time
to time by the Holders of a majority in aggregate principal amount of the
Securities present in person or by proxy at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

     SECTION 10.06. VOTING. The vote upon any resolution submitted to any
meeting of Security holders shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities or of their
representatives by proxy and the principal amount of Securities held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of such meeting of Security holders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 10.02 hereof. The record shall show the
aggregate principal amount of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee and the Trustee shall have the ballots taken at the meeting attached to
such duplicate. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

     SECTION 10.07. RIGHTS OF TRUSTEE OR SECURITY HOLDERS NOT DELAYED. Nothing
in this Article Ten shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Security holders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Holders of Securities under any of the provisions of this Indenture or of
the Securities.

                                       40


                                 ARTICLE ELEVEN.

           CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION

     SECTION 11.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other corporation or sell,
or otherwise dispose all or substantially all of its assets unless the
corporation formed by such consolidation or into which the Company is merged or
the Person which receives all or substantially all of the assets pursuant to
such sale, transfer or other disposition shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and premium and
interest on all of the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed. For purposes
of this Article Eleven, the phrase "ALL OR SUBSTANTIALLY ALL OF ITS ASSETS"
shall mean 50% or more of the total assets of the Company as shown on the
balance sheet of the Company as of the end of the calendar year immediately
preceding the day of the year in which such determination is made and nothing in
this Indenture shall prevent or hinder the Company from selling, transferring or
otherwise disposing during any calendar year (in one transaction or a series of
transactions) less than 50% of the amount of its total assets as shown on the
balance sheet of the Company as of the end of the immediately preceding calendar
year.

     SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or
merger, or any sale, transfer or other disposition of all or substantially all
of the assets of the Company in accordance with Section 11.01 hereof, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such sale, transfer or other disposition is made shall
succeed to, and be substituted for and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein and the Company shall be
released from all obligations hereunder.

                                 ARTICLE TWELVE.

                             SUPPLEMENTAL INDENTURES

     SECTION 12.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITY HOLDERS.

     (a) The Company, when authorized by Board Resolution, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:

          (1) to make such provision in regard to matters or questions arising
     under this Indenture as may be necessary or desirable, and not inconsistent
     with this Indenture or prejudicial to the interests of the Holders, for the
     purpose of supplying any omission, curing any ambiguity, or curing,
     correcting or supplementing any defective or inconsistent provision;

                                       41


          (2) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security outstanding created prior to the execution of
     such supplemental indenture which is entitled to the benefit of such
     provision or such change or elimination is applicable only to Securities
     issued after the effective date of such change or elimination;

          (3) to establish the form of Securities as permitted by Section 2.01
     hereof or to establish or reflect any terms of any Security determined
     pursuant to Section 2.05 hereof;

          (4) to evidence the succession of another corporation to the Company,
     and the assumption by any such successor of the covenants of the Company
     herein and in the Securities;

          (5) to grant to or confer upon the Trustee for the benefit of the
     Holders any additional rights, remedies, powers or authority;

          (6) to permit the Trustee to comply with any duties imposed upon it by
     law;

          (7) to specify further the duties and responsibilities of, and to
     define further the relationships among the Trustee, any Authenticating
     Agent and any paying agent;

          (8) to add to the covenants of the Company for the benefit of the
     Holders, to add to the security for the Securities or to surrender a right
     or power conferred on the Company herein; and

          (9) to make any other change that is not prejudicial to the Trustee or
     the Holders.

     (b) The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     (c) Any supplemental indenture authorized by this Section 12.01 may be
executed by the Company and the Trustee without the consent of the Holders of
any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 12.02 hereof.

     SECTION 12.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITY HOLDERS.

     (a) With the consent (evidenced as provided in Section 9.01 hereof) of the
Holders of a majority in aggregate principal amount of the Securities at the
time outstanding, the Company, when authorized by Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Security holders; provided that no such supplemental indenture shall:

                                       42


          (1) change the maturity date of any Security, or reduce the rate or
     extend the time of payment of interest thereon, or reduce the principal
     amount thereof or any premium thereon, or change the coin or currency in
     which the principal of any Security or any premium or interest thereon is
     payable, or change the date on which any Security may be redeemed or
     adversely affect the rights of the Security holders to institute suit for
     the enforcement of any payment of principal of or any premium or interest
     on any Security, in each case without the consent of the Holder of each
     Security so affected; or

          (2) modify this Section 12.02(a) or reduce the aforesaid percentage of
     Securities, the Holders of which are required to consent to any such
     supplemental indenture or to reduce the percentage of Securities, the
     Holders of which are required to waive Events of Default, in each case,
     without the consent of the Holders of all of the Securities then
     outstanding.

     (b) Upon the request of the Company, accompanied by a copy of the Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Security holders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

     (c) It shall not be necessary for the consent of the Holders of Securities
under this Section 12.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

     (d) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to this Section 12.02, the Trustee shall give
notice in the manner provided in Section 14.10 hereof, setting forth in general
terms the substance of such supplemental indenture, to all Security holders. Any
failure of the Trustee to give such notice or any defect therein shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     SECTION 12.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to this Article Twelve
shall comply with the TIA. Upon the execution of any supplemental indenture
pursuant to this Article Twelve, the Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Security holders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

     SECTION 12.04. NOTATION ON SECURITIES. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article Twelve may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as approved by the

                                       43


Trustee and the Board of Directors with respect to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee and delivered in exchange
for the Securities then outstanding.

     SECTION 12.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE. The Trustee, subject to Sections 8.01 and 8.02 hereof; may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Twelve.

                                ARTICLE THIRTEEN.

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 13.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of or any premium or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company,
contained in this Indenture, or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Securities.

                                ARTICLE FOURTEEN.

                            MISCELLANEOUS PROVISIONS

     SECTION 14.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements made by the Company in this
Indenture shall bind its successors and assigns whether so expressed or not.

     SECTION 14.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful successor of the
Company.

     SECTION 14.03. NOTICES.

     (a) Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Security
holders on the Company may be given or served by being deposited postage prepaid
in a post office letter box addressed (until another address is filed by the
Company with the Trustee) at the principal executive offices of the Company, to
the attention of the Secretary. Any notice, direction, request or demand by any
Security holder, the Company to or upon the Trustee shall be deemed to have been
sufficiently

                                       44


given or made, for all purposes, if given or made in writing at the corporate
trust office of the Trustee, Attention: Vice President, Corporate Trust
Department.

     (b) The Company shall provide any notices required under this Indenture by
publication, but only to the extent that such publication is required by the
TIA, the rules and regulations of the Commission or any securities exchange upon
which any series of Securities is listed.

     SECTION 14.04. GOVERNING LAW. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of Oklahoma, and for
all purposes shall be construed in accordance with the laws of said State.

     SECTION 14.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     (a) Upon any application or demand by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

     (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificates delivered pursuant
to Section 5.05 hereof) shall include (1) a statement that each Person making
such certificate or opinion has read such covenant or condition and the
definitions relating thereto; (2) a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of each such Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of each such Person,
such condition or covenant has been complied with.

     (c) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     (d) Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel delivered under the
Indenture may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such person knows, or in the

                                       45


exercise of reasonable care should know, that the certificate or opinion of
representations with respect to such matters are erroneous. Any opinion of
counsel delivered hereunder may contain standard exceptions and qualifications
satisfactory to the Trustee.

     (e) Any certificate, statement or opinion of any officer of the Company, or
of counsel, may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an independent public accountant
or firm of accountants, unless such officer or counsel, as the case may be,
knows that the certificate or opinions or representations with respect to the
accounting matters upon which the certificate, statement or opinion of such
officer or counsel may be based as aforesaid are erroneous, or in the exercise
of reasonable care should know that the same are erroneous. Any certificate or
opinion of any firm of independent public accountants filed with the Trustee
shall contain a statement that such firm is independent.

     (f) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     SECTION 14.06. BUSINESS DAYS. Unless otherwise provided pursuant to Section
2.05(c) hereof, in any case where the date of maturity of the principal of or
any premium or interest on any Security or the date fixed for redemption of any
Security is not a Business Day, then payment of such principal or any 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 affect as if made on the date of maturity
or the date fixed for redemption, 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 the Security is required to be paid.

     SECTION 14.07. TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by any of Sections 310 to 317, inclusive, of the TIA such required
provision of the TIA shall govern.

     SECTION 14.08. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     SECTION 14.09. EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     SECTION 14.10. MANNER OF MAILING NOTICE TO SECURITY HOLDERS. Any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or the Company to or on the Holders of
Securities, as the case may be, shall be given or served by first-class mail,
postage prepaid, addressed to the Holders of such Securities at their last
addresses as the same appear on the register for the Securities referred to in
Section 2.06, and any such notice shall be deemed to be given or served by being
deposited in a post office letter box in the form and manner provided in this
Section 14.10. In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable

                                       46


to give notice to any Holder by mail, then such notification to such Holder as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

     SECTION 14.11. APPROVAL BY TRUSTEE OF EXPERT OR COUNSEL. Wherever the
Trustee is required to approve an expert or counsel who is to furnish evidence
of compliance with conditions precedent in this Indenture, such approval by the
Trustee shall be deemed to have been given upon the taking of any action by the
Trustee pursuant to and in accordance with the certificate or opinion so
furnished by such expert or counsel.

     IN WITNESS WHEREOF, OGE Energy Corp. has caused this Indenture to be signed
and acknowledged by one of its Vice Presidents, and attested by its Secretary,
and UMB Bank, N.A. of Missouri has caused this Indenture to be signed and
acknowledged by one of its Vice Presidents, and attested by one of its Vice
Presidents, as of the day and year first written above.

                                        OGE ENERGY CORP.


                                        By
ATTEST:                                       [NAME, TITLE]


     CARLA D. BROCKMAN, SECRETARY


                                        UMB BANK, N.A., AS TRUSTEE


                                        By
                                              [NAME, TITLE]

ATTEST:


     [NAME, TITLE]

                                       47


                                    EXHIBIT A

                             FORM OF GLOBAL SECURITY

REGISTERED                                                      REGISTERED

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

                                OGE ENERGY CORP.

                                    SECURITY

CUSIP:                                   NUMBER:

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 Cede & Co. or registered assigns,
the principal sum of

                                                                         DOLLARS

on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date (or if this Global Security has two or more Original Issue
Dates, interest shall, beginning on each such Original Issue Date, begin to
accrue for that part of the principal amount to which that Original Issue Date
is applicable) set forth above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on
the ________ and ___________ in each year, commencing on the first such Interest
Payment Date succeeding

                                       A-1


the applicable Original Issue Date set forth above, at the per annum Interest
Rate set forth above, until the principal hereof is paid or made available for
payment. No interest shall accrue on the Maturity Date, so long as the principal
amount of this Global Security is paid on the Maturity Date. The interest so
payable and punctually paid or duly provided for on any such Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security is registered at the close of business on the Regular Record Date
for such interest, which shall be the ______________ or _______________, 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 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 will 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 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 Debt Securities (the "SECURITIES OF THIS SERIES", which term includes
any Global Securities representing such Securities) of the Company issued and to
be issued under an Indenture dated as of __________ between the Company and UMB
Bank, N.A., as trustee (herein called the "TRUSTEE", which term includes any
successor Trustee under the Indenture) and indentures supplemental thereto
(collectively, 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 for a more complete statement of the respective rights,
limitations of rights, duties and immunities under the Indenture of the Company,
the Trustee and the Security holders and of the terms upon which the Securities
are and are to be authenticated and delivered. This Global Security has been
issued in respect of the series designated on the first page hereof, limited in
aggregate principal amount to $____________.

     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

                                       A-2


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

     [As applicable, one of the following two sentences: This Global Security
may not be redeemed prior to ____________, __________. This Global Security is
not redeemable prior to the Maturity Date set forth on the first page hereof.)
[If applicable: On or after _________, 20__, this Global Security is redeemable
in whole or in part in increments of $1,000 (provided that any remaining
principal amount of this Global Security shall be at least $_________) at the
option of the Company at the following redemption prices (expressed as a
percentage of the principal amount to be redeemed) plus accrued interest to the
redemption date:

          REDEMPTION PERIODS                     REDEMPTION PRICES

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

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

     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

                                       A-3


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, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Security on or after the respective due dates expressed here.

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

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

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

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

                                       A-4


     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 or amount
equal to the aggregate principal amount of and with all terms identical to, the
Global Securities surrendered thereto and that shall indicate all Original Issue
Dates and the principal amount applicable to each such Original Issue Date.

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

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

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

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

                                             OGE ENERGY CORP.


Dated:                                       By:
                                                 ----------------------------

                                             Title:
                                                    -------------------------

                                             Attest:
                                                     ------------------------

                                             Title:
                                                    -------------------------

          TRUSTEE'S CERTIFICATE OF
               AUTHENTICATION

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


UMB BANK, N.A., as TRUSTEE

By:
   ---------------------------------------
             AUTHORIZED OFFICER

                                       A-5


                                  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-6


                                    EXHIBIT B

                                FORM OF SECURITY

REGISTERED                                                      REGISTERED

                                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

                                                                         DOLLARS

on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date set forth above or from the most recent date to which
interest has been paid or duly provided for, semiannually in arrears on ________
and _________ in each year, commencing on the first such Interest Payment Date
succeeding the Original Issue Date set forth above, at the per annum Interest
Rate set forth above, until the principal hereof is paid or made available for
payment. No interest shall accrue on the Maturity Date, so long as the principal
amount of this Security is paid in full 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 (as defined below), 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
___________, as the case may be, next preceding such Interest Payment Date;
provided that the first Interest Payment Date for any 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 or
acceleration, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture (referred to on the reverse
hereof), any such interest not so punctually paid or duly provided for will
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 nor fewer than ten days prior to such Special
Record Date. Principal, applicable premium and interest due at the maturity of
this Security shall be payable in immediately available funds when due upon
presentation and surrender of this Security at the corporate trust office of the
Trustee or at the authorized office of any paying agent in the Borough of
Manhattan, the City and State of New York. Interest on this Security (other than
interest payable at maturity) shall be paid by check in clearinghouse funds to
the Holder as its name appears on the register; provided, that if the Trustee
receives a written request from any

                                       B-1


Holder of Securities (as defined below), the aggregate principal amount of all
of which having the same Interest Payment Date as this Security equals or
exceeds $10,000,000, on or prior to the applicable Regular Record Date, interest
on the Security shall be paid by wire transfer of immediately available funds to
a bank within the continental United States (designated by such Holder in its
request) or by direct deposit into the account of such Holder designated by such
Holder in its request if such account is maintained with the Trustee or any
paying agent.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

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

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

                                              OGE ENERGY CORP.


Dated:                                        By:
                                                  ----------------------------

                                              Title:
                                                     -------------------------

                                              Attest:
                                                      ------------------------

                                              Title:
                                                     -------------------------

          TRUSTEE'S CERTIFICATE OF
               AUTHENTICATION

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


UMB BANK, N.A., as TRUSTEE

By:
   -----------------------------------------
              AUTHORIZED OFFICER

                                       B-2


                          [FORM OF REVERSE OF SECURITY]
                                OGE ENERGY CORP.
                                    SECURITY

     This Security is one of a duly authorized issue of Securities (the
"SECURITIES OF THIS SERIES") of the Company issued and to be issued under an
Indenture dated as of _____________, between the Company and UMB BANK, N.A., as
trustee (herein called the "TRUSTEE", which term includes any successor Trustee
under the Indenture) and indentures supplemental thereto (collectively, 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 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 Security is one of the series designated
on the face hereof; limited in aggregate principal amount to $__________.

     [As applicable, one of the following two sentences: This Security may not
be redeemed prior to ________, 20__. This Security is not redeemable prior to
the Maturity Date set forth on the face hereof.) [If applicable: On or after
_______, ________, this Security is redeemable in whole or in part in increments
of $1,000 (provided that any remaining principal amount of this Security shall
be at least $1,000) at the option of the Company at the following redemption
prices (expressed as a percentage of the principal amount to be redeemed) plus
accrued interest to the redemption date:

          REDEMPTION PERIODS                     REDEMPTION PRICES

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

     Interest payments for this Security shall be computed and paid on the basis
of a 360-day year of twelve 30-day months. In any case where any Interest
Payment Date or the date on which the principal of this Security is required to
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 nest succeeding Business Day
with the same force and effect as if made on such Interest Payment Date or the
date on which the principal of this Security is required to be paid, and, in the
case of timely payment thereof; no interest shall accrue for the period from and
after such Interest Payment Date or the date on which the principal of this
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

                                       B-3


accordance with their terms will provide money, or a combination of money and
US. 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 Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange therefor 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, however, 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 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 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, the transfer of this Security is registrable in the Security register.
Upon surrender of this Security for registration or transfer at the corporate
trust office of the Trustee or such other office or agency as may be designated
by the Company in the Borough of Manhattan, the City and State of New York,
endorsed by or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security registrar, duly executed by the
Holder hereof or the attorney in fact of such Holder duly authorized in writing,
one or more new Securities of this Series of like tenor and of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.

     The Securities of this Series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this Series are exchangeable for a like

                                       B-4


aggregate principal amount of Securities of this Series of like tenor and of a
different authorized denomination, as requested by the Holder surrendering the
same.

     No service charge shall be made for any such registration of transfer or
exchange but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner thereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                       B-5


                                  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.

                                       B-6



                                                                    EXHIBIT 4.02

================================================================================

                                     FORM OF

                         SUPPLEMENTAL INDENTURE NO.____

                                      FROM

                                OGE ENERGY CORP.

                                       TO

                                 UMB BANK, N.A.

                                     TRUSTEE


                                   ----------


                                   DATED AS OF


                                     _______


                            SUPPLEMENTAL TO INDENTURE
                             DATED AS OF ____, 2003

================================================================================



                                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..................................................................................1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit A - Form of Security




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

WITNESSETH:

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

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

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

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE.
                       RELATION TO INDENTURE; DEFINITIONS

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

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

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



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

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

                                  ARTICLE TWO.
                                   SECURITIES

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

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

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

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

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

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

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

                                        2


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

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

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

     The Securities shall not be subject to any sinking fund.

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

                                        3


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

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

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

                                 ARTICLE THREE.
                                  MISCELLANEOUS

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

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

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

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

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

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

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

                                        4


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

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

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

                                    OGE ENERGY CORP.


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

ATTEST:

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

                                    UMB BANK, N.A., as Trustee


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

ATTEST:

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

                                        5


                                                                       EXHIBIT A

                                FORM OF SECURITY

REGISTERED                                                            REGISTERED

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

                                OGE ENERGY CORP.

                                    SECURITY

CUSIP:                                       NUMBER: R-

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

INTEREST RATE:                               MATURITY DATE:

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

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

                                        6


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

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

                                        7


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

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

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

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

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

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

                                        8


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

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

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

                                        9


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

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

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

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

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

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

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

                                       10


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

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

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

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

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

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

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

                                                       OGE ENERGY CORP.


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

                                       11


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

Dated:

             TRUSTEE'S CERTIFICATE
               OF AUTHENTICATION

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

           UMB BANK, N.A., as Trustee


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

                                       12


                                  ABBREVIATIONS

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

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

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

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

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

                                   -----------

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

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

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

                                       13



                                                                    EXHIBIT 5.01

                   [LETTERHEAD OF RAINEY, ROSS, RICE & BINNS]

                                 April 15, 2003

OGE Energy Corp.
321 N. Harvey
Oklahoma City, Oklahoma 73101

     RE:   $130,000,000 PRINCIPAL AMOUNT OF SECURITIES

Gentlemen:

     We have examined the Form S-3 Registration Statement, dated [      ], 2003
(the "Registration Statement"), of OGE Energy Corp. (the "Company"), to which
this opinion is an exhibit, for the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate amount of $130,000,000 of debt
securities ("Debt Securities") and shares of common stock, including the
associated preferred stock purchase rights (the "Rights") (together with the
Debt Securities, the "Securities") of the Company. The Debt Securities will be
issued under an Indenture and a new supplemental indenture for each series of
Debt Securities, all from the Company to UMB Bank, N.A., as trustee (such
Indenture, as supplemented and as to be supplemented, is herein referred to as
the "Indenture"). We have examined all records, instruments, and documents which
we have deemed necessary for the purposes of this opinion, including the
Registration Statement on Form S-3 under the Act relating to the Securities to
be filed by the Company pursuant to the Act.

     Based upon the foregoing and upon our general familiarity with the property
and affairs of the Company, we are of the opinion that:

     1.   The Company is a validly organized and legally existing corporation,
in good standing under the laws of the State of Oklahoma and is authorized to
conduct and operate its business as a public utility holding company in the
State of Oklahoma.

     2.   When, as and if the Registration Statement on Form S-3, to which this
opinion is an exhibit, becomes effective pursuant to the provisions of the Act
and when, as and if the Debt Securities, the Indenture and one or more new
supplemental indentures relating thereto have been duly executed and delivered,
and the consideration for the Debt Securities duly received by the Company, all
in the manner contemplated by the said Registration Statement, the Indenture
will be a valid, legal, and binding instrument of the Company and the Debt
Securities will be legally issued and binding obligations of the Company.

     3.   When, as and if the Registration Statement on Form S-3, to which this
opinion is an exhibit, becomes effective pursuant to the provisions of the Act
and when, as and if the shares of common stock have been registered and
delivered, and the consideration for the common stock duly received by the
Company, all in the manner contemplated by the said Registration Statement, the
common stock will be legally issued, fully paid and nonassessable shares of
stock of the Company.



     4.   When issued in accordance with the terms of the Amended and Restated
Rights Agreement dated as of October 10, 2000 between the Company and Chase
Mellon Shareholder Services LLC, as Rights Agent, the Rights will be validly
issued.

     5.   The statements made in the above-mentioned Registration Statement and
in the related Prospectus, purporting to be made or based upon our opinion
correctly set forth our opinion upon said respective matters.

                                            Respectfully,

                                            RAINEY, ROSS, RICE & BINNS


                                            By:/s/ Hugh D. Rice
                                               ----------------
                                               Hugh D. Rice



                                                                   EXHIBIT 12.01

                               OGE Energy Corp.
                               S E C Method of
                      Ratio of Earnings to Fixed Charges



                                                     Year Ended     Year Ended     Year Ended     Year Ended     Year Ended
                                                    Dec 31, 1998   Dec 31, 1999   Dec 31, 2000   Dec 31, 2001   Dec 31, 2002
                                                    ------------------------------------------------------------------------
                                                                                                 
Earnings:
     Income from continuing operations              $161,332,537   $139,962,231   $133,854,031   $ 93,879,245   $ 80,920,627

Add Income Taxes                                     109,196,753     86,203,529     72,047,027     52,885,079     44,578,932

Add Fixed Charges                                     77,179,846    105,347,270    139,931,555    132,199,580    115,552,863

          Subtotal                                   347,709,136    331,513,030    345,832,613    278,963,904    241,052,422

Subtract:
     Allowance for funds used during construction      1,070,524        719,576      2,229,277        707,822        905,189
     Minority interest - NOARK                         3,097,220      1,640,086      1,243,067        953,181        134,579
     Preferred dividend requirements                   1,196,042              -              -              -              -

          Total Earnings                             342,345,350    329,153,368    342,360,269    277,302,901    240,012,654

Fixed Charges:
     Long-term debt interest expense                  60,856,017     64,084,862    118,720,004    115,481,869    103,492,446
     Other interest expense                           10,862,044     36,891,106     16,173,031     12,462,336      8,250,174
     Preferred dividend requirements                   1,196,042              -              -              -              -
     Calculated interest on leased property            4,265,743      4,371,302      5,038,520      4,255,375      3,810,243

          Total Fixed Charges                       $ 77,179,846   $105,347,270   $139,931,555   $132,199,580   $115,552,863

- ----------------------------------------------------------------------------------------------------------------------------
Ratio of Earnings to Fixed Charges                          4.44           3.12           2.45           2.10           2.08
- ----------------------------------------------------------------------------------------------------------------------------



                                                                   EXHIBIT 23.01

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of OGE Energy Corp. for
the registration of $130,000,000 of its Debt Securities and Common Stock and to
the incorporation by reference therein of our report dated January 24, 2003,
with respect to the consolidated financial statements and schedule of OGE Energy
Corp. included in its Annual Report (Form 10-K) for the year ended December 31,
2002, filed with the Securities and Exchange Commission.


ERNST & YOUNG LLP


Oklahoma City, Oklahoma
April 11, 2003



                                                                   EXHIBIT 23.02

                                     CONSENT


     We hereby consent to the use of our name in the Registration Statement,
including the accompanying Prospectus, of OGE Energy Corp. to be filed with the
Securities and Exchange Commission and to which this consent is filed as an
Exhibit and to the use of our opinion filed as Exhibit 5.01 to the Registration
Statement.


                                         RAINEY, ROSS, RICE & BINNS

                                    By:     /s Hugh D. Rice
                                         ------------------
                                         Hugh D. Rice


April 14, 2003



                                                                   EXHIBIT 24.01

                                POWER OF ATTORNEY

     WHEREAS, OGE ENERGY CORP., an Oklahoma corporation (herein referred to as
the "Company") is to file with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the issuance and sale of up to $130 million of its
common stock and principal amount of its debt securities; and

     WHEREAS, each of the undersigned holds the office or offices in the Company
herein below set forth opposite his or her name, respectively.

     NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
Steven E. Moore and James R. Hatfield and each of them individually, his or her
attorney, with full power to act for him or her and in his or her name, place
and stead, to sign his or her name in the capacity or capacities set forth below
to the Form S-3 Registration Statement relating to the issuance and sale of up
to $130 million of the Company's common stock and principal amount of debt
securities and to any and all amendments (including post-effective amendments)
to such Registration Statement, and hereby ratifies and confirms all that said
attorney may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 15th
day of January, 2003.

Steven E. Moore, Director and Principal
   Executive Officer                             /s/ Steven E. Moore
                                                 ---------------------------

Herbert H. Champlin, Director                    /s/ Herbert H. Champlin
                                                 ---------------------------

Luke R. Corbett, Director                        /s/ Luke R. Corbett
                                                 ---------------------------

William E. Durrett, Director                     /s/ William E. Durrett
                                                 ---------------------------

Martha W. Griffin, Director                      /s/ Martha W. Griffin
                                                 ---------------------------

John D. Groendyke, Director                      /s/ John D. Groendyke
                                                 ---------------------------

Hugh L. Hembree, III, Director                   /s/ Hugh L. Hembree
                                                 ---------------------------

Robert Kelley, Director                          /s/ Robert Kelley
                                                 ---------------------------

Ronald H. White, M.D., Director                  /s/ Ronald H. White
                                                 ---------------------------

J. D. Williams, Director                         /s/ J.D. Williams
                                                 ---------------------------

James R. Hatfield, Principal Financial Officer   /s/ James R. Hatfield
                                                 ---------------------------

Donald R. Rowlett, Principal Accounting
   Officer                                       /s/ Donald R. Rowlett
                                                 ---------------------------



STATE OF OKLAHOMA  )
                   ) SS
COUNTY OF OKLAHOMA )

     On the date indicated above, before me, Shirley Kay Phinney, Notary Public
in and for said County and State, personally appeared the above named directors
and officers of OGE ENERGY CORP., an Oklahoma corporation, and known to me to be
the persons whose names are subscribed to the foregoing instrument, and they
severally acknowledged to me that they executed the same as their own free act
and deed.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the 15th day of January, 2003.


                                            /s/ Shirley Kay Phinney
                                            -----------------------
                                            By: Shirley Kay Phinney
                                                Notary Public

My commission expires
March 7, 2006
02002776



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM T-1


                           STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE



                         UMB BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                   44-0201230
                                (I.R.S. Employer
                               Identification No.)

        1010 Grand Blvd., Kansas City, Missouri                    64106
        (Address of principal executive offices)                 (Zip Code)



                                OGE ENERGY CORP.
               (Exact name of obligor as specified in its charter)

               Oklahoma                                        73-1481638
     (State or other jurisdiction                         (I.R.S. employer
   of incorporation or organization)                     identification No.)


             321 North Harvey
          Oklahoma City, Oklahoma                               73101
   (Address of principal executive offices)                   (Zip Code)



                                 Debt Securities


                       (Title of the indenture securities)




Item 1.        General Information

    (a)        Name and address of each  examining or supervising authority
               to which the Trustee is subject is as follows:

               The Comptroller of the Currency
               Mid-Western District
               2345 Grand Avenue, Suite 700
               Kansas City, Missouri 64108

               Federal Reserve Bank of Kansas City
               Federal Reserve P.O. Station
               Kansas City, Missouri 64198

               Supervising Examiner
               Federal Deposit Insurance Corporation
               720 Olive Street, Suite 2909
               St. Louis, Missouri 63101

    (b)        The Trustee is authorized to exercise corporate trust powers.

Item 2.        Affiliations with obligor. The Obligor is not affiliated with
               the Trustee.

Item 3.        Voting securities of the Trustee.

               NOT APPLICABLE

Item 4.        Trusteeships under other indentures.

               NOT APPLICABLE

Item 5.        Interlocking directorates and similar relationships with the
               obligor or underwriters.

               NOT APPLICABLE

Item 6.        Voting securities of the trustee owned by the obligor or its
               officials.

               NOT APPLICABLE

Item 7.        Voting securities of the trustee owned by underwriters or
               their officials.

               NOT APPLICABLE

Item 8.        Securities of the obligor owned or held by the trustee.

               NOT APPLICABLE





Item 9.        Securities of the underwriters owned or held by the trustee.

               NOT APPLICABLE

Item 10.       Ownership or holdings by the trustee of voting securities
               of certain affiliates or security holders of the obligor.

               NOT APPLICABLE

Item 11.       Ownership or holdings by the trustee of any securities of
               a person owning 50 percent or more of the voting securities of
               the obligor.

               NOT APPLICABLE

Item 12.       Indebtedness of the Obligor to the Trustee.

               NOT APPLICABLE

Item 13.       Defaults of the Obligor.

               NONE

Item 14.       Affiliations with the Underwriters.

               NOT APPLICABLE

Item 15.       Foreign Trustee.

               NOT APPLICABLE

Item 16.       List of Exhibits

               Listed below are all exhibits as a part of this Statement of
               eligibility and qualification.

       1.      Articles of Association of the Trustee, as now in effect
               (Exhibit 1 to Form T-1 filed with Registration Statement No.
               333-74008).

       2.      Certificate of Authority from the Comptroller of the Currency
               evidencing a change of the corporate title of the Association.
               (Exhibit 2 to Form T-1 filed with Registration Statement No.
               333-74008).



       3.      Certificate from the Comptroller of the Currency evidencing
               authority to exercise corporate trust powers and a letter
               evidencing a change of the corporate title of the Association.
               (Exhibit 3 to Form T-1 filed with Registration Statement No.
               333-74008).

       4.      Bylaws, as amended of the Trustee (Exhibit 4 to Form T-1 filed
               with Registration Statement No. 333-74008).

       5.      N/A

       6.      Consent of the Trustee required by Section 321(b) of the Act
               (Exhibit 6 to Registration Statement No. 333-74008).

       7.      Report of Condition of the Trustee as of
               12/31/02.

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
UMB Bank, National Association, a national bank organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the city of Kansas City, and State of Missouri, on the 10th
day of April, 2003.




                     UMB BANK, NATIONAL ASSOCIATION


                 BY: /s/ Frank C. Bramwell
                     -----------------------------------------
                     Frank C. Bramwell, Senior Vice President



Date: April 15, 2003





                                  T-1 EXHIBIT 7



================================================================================

UMB Bank, National Association                 FFIEC 041
1010 GRAND BOULEVARD                           Consolidated Report of Condition
KANSAS CITY , MO 64106                         for December 31, 2002
FDIC Certificate Number: 8273
================================================================================
================================================================================
Web Address as of: 2/21/2003 HTTP://WWW.UMB.COM
                             ------------------
THE WEB ADDRESS IS AS PROVIDED BY THE INSTITUTION.
PLEASE CONTACT THE INSTITUTION DIRECTLY WITH ANY QUESTIONS REGARDING THE DATA OR
THE WEB ADDRESS.
================================================================================
================================================================================

INFORMATION PAGE | SEARCH
================================================================================


Consolidated Report of Condition for Insured Commercial and State - Chartered
Savings Banks for December 31, 2002


All Schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC -- Balance Sheet





                                                                     Dollar Amounts in Thousands
                                                                                                

ASSETS
  1.Cash and balances due from depository institutions (from Schedule RC-A)
     a.                                                                                         RCON
       Noninterest-bearing balances and currency and coin(1)                                     0081     692,741
     b.                                                                                         RCON
       Interest-bearing balances(2)                                                              0071       1,734
  2.Securities:
     a.                                                                                         RCON
       Held-to-maturity securities (from Schedule RC-B, column A)                                1754     328,444
     b.                                                                                         RCON
       Available-for-sale securities (from Schedule RC-B, column D)                              1773   3,127,887
  3.Federal funds sold and securities purchased under agreements to resell
     a.                                                                                         RCON
       FEDERAL FUNDS SOLD                                                                        B987     136,166
     b.                                                                                         RCFD
       SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL(3)                                        B989     106,605
  4.Loans and lease financing receivables (from Schedule RC-C):
     a.                                                                                         RCON
       Loans and leases held for sale                                                            5369      11,774
     b.                                                                                         RCON
       Loans and leases, net of unearned income                                                  B528   2,211,420
     c.                                                                                         RCON
       LESS: Allowance for loan and lease losses                                                 3123      28,838
     d.                                                                                         RCON
       Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)               B529   2,182,582
  5.                                                                                            RCON
    Trading assets (from Schedule RC-D)                                                          3545      71,474
  6.                                                                                            RCON
    Premises and fixed assets (including capitalized leases)                                     2145     193,811
  7.                                                                                            RCON
    Other real estate owned (from Schedule RC-M)                                                 2150       4,989





  8.                                                                                            RCON
    Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)     2130           0
  9.                                                                                            RCON
    Customers' liability to this bank on acceptances outstanding                                 2155         240
 10.Intangible assets:
     a.                                                                                         RCON
       Goodwill                                                                                  3163      32,578
     b.                                                                                         RCON
       Other intangible assets (from Schedule RC-M)                                              0426       6,592
 11.                                                                                            RCON
    Other assets (from Schedule RC-F)                                                            2160      98,068
 12.                                                                                            RCON
    Total assets (sum of items 1 through 11)                                                     2170   6,995,685
LIABILITIES
 13.Deposits:
     a.                                                                                         RCON
       In domestic offices (sum of totals of columns A and C from Schedule RC-E)                 2200   5,188,165
           (1)                                                                                  RCON
              Noninterest-bearing(4)                                                             6631   2,347,790
           (2)                                                                                  RCON
              Interest-bearing                                                                   6636   2,840,375
     b.Not applicable
 14.Federal funds purchased and securities sold under agreements to repurchase
     a.                                                                                         RCON
       Federal funds purchased(5)                                                                B993      23,169
     b.                                                                                         RCON
       Securities sold under agreements to repurchase(6)                                         B995   1,099,712
 15.                                                                                            RCON
    Trading liabilities (from Schedule RC-D)                                                     3548           0
 16.Other borrowed money (includes mortgage indebtedness and obligations under capitalized      RCON
    leases) (from Schedule RC-M)                                                                 3190      98,116
 17.Not applicable
 18.                                                                                            RCON
    Bank's liability on acceptances executed and outstanding                                     2920         240
 19.                                                                                            RCON
    Subordinated notes and debentures(7)                                                         3200           0
 20.                                                                                            RCON
    Other liabilities (from Schedule RC-G)                                                       2930      47,162
 21.                                                                                            RCON
    Total liabilities (sum of items 13 through 20)                                               2948   6,456,564
 22.                                                                                            RCON
    Minority interest in consolidated subsidiaries                                               3000           0
EQUITY CAPITAL
 23.                                                                                            RCON
    Perpetual preferred stock and related surplus                                                3838           0
 24.                                                                                            RCON
    Common stock                                                                                 3230      16,500
 25.                                                                                            RCON
    Surplus (exclude all surplus related to preferred stock)                                     3839     148,041
 26.                                                                                            RCON
    a. Retained earnings                                                                         3632     356,130
     b.                                                                                         RCON
       Accumulated other comprehensive income(8)                                                 B530      18,450
 27.                                                                                            RCON
    Other equity capital components(9)                                                           A130           0
 28.                                                                                            RCON
    Total equity capital (sum of items 23 through 27)                                            3210     539,121
 29.                                                                                            RCON
    Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)       3300   6,995,685









                                                                                                  

Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.
  1. Indicate in the box at the right the number of the statement below that best                         NUMBER
     describes the most comprehensive level of auditing work performed for the                  RCFD
     bank by independent external RCFD auditors as of any date during 2001                       6724       N/A








                                                        

  1 =Independent audit of the bank conducted in            4 =Directors' examination of the bank conducted in
     accordance with generally accepted auditing              accordance with generally accepted auditing
     standards by a certified public accounting firm          standards by a certified public accounting firm (may
     which submits a report on the bank                       be required by state chartering authority)
  2 =Independent audit of the bank's parent holding        5 =Directors' examination of the bank performed by
     company conducted in accordance with generally           other external auditors (may be required by state
     accepted auditing standards by a certified public        chartering authority)
     accounting firm which submits a report on the
     consolidated holding company (but not on the bank
     separately)
                                                           6 =Review of the bank's financial statements by
                                                              external auditors
                                                           7 =Compilation of the bank's financial statements by
                                                              external auditors
  3 =Attestation on bank management's assertion on the     8 =Other audit procedures (excluding tax preparation work)
     effectiveness of the bank's internal control over
     financial reporting by a certified public accounting
     firm
                                                           9 =No external audit work


- ---------------------------
(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.
(3)  Includes all securities resale agreements, regardless of maturity.
(4)  Includes total demand deposits and noninterest-bearing time and savings
     deposits.
(5)  Report overnight Federal Home Loan Bank advantages in Schedule RC,
     item 16,"other borrowed money."
(6)  Includes all securities repurchase agreements, regardless of maturity.
(7)  Includes limited-life preferred stock and related surplus.
(8)  Includes net unrealized holding gains (losses) on available-for-sale
     securities, accumulated net gains (losses) on cash flow hedges, cumulative
     foreign currency translation adjustments, and minimum pension liability
     adjustments.
(9)  Includes treasury stock and unearned Employee Stock Ownership Plan shares.