
<PAGE>



                                                                   EXHIBIT 10.07

                                      FORM

                                       OF

                              EMPLOYMENT AGREEMENT

         AGREEMENT by and between Oklahoma Gas and Electric Company, an Oklahoma
corporation,  OGE Energy Corp., an Oklahoma corporation, and ______________ (the
"Executive"), dated as of the 20th day of November, 1996.

         WHEREAS,  the Board of  Directors  (the  "Board")  of the  Company  (as
hereinafter  defined) recognizes that the possibility of a Change of Control (as
hereinafter  defined)  exists and that the occurrence of a Change of Control can
result in significant  distractions of its key management  personnel  because of
the uncertainties inherent in such a situation;

         WHEREAS,  the Board has determined that it is essential and in the best
interest  of the  Company  and its  shareowners  to retain the  services  of the
Executive  in the event of a Change of  Control  and to ensure  the  Executive's
continued  dedication  and efforts in such event  without  undue concern for the
Executive's personal financial and employment security; and

         WHEREAS,  in order to induce the  Executive  to remain in the employ of
the Company or an affiliated company (as hereinafter  defined),  as the case may
be,  particularly  in the  event of a threat  or the  occurrence  of a Change of
Control,  the Company desires to enter into this Agreement with the Executive to
provide  the  Executive  with  certain  benefits  in the event  the  Executive's
employment  is  terminated  as a result of, or in  connection  with, a Change of
Control.


         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. Certain  Definitions.  (a) The "Effective Date" shall mean the first
date during the Change of Control Period (as defined in Section l(b)) on which a
Change of Control (as defined in Section 2) occurs.  Anything in this  Agreement
to the  contrary  notwithstanding,  if a Change  of  Control  occurs  and if the
Executive's  employment with the Employer (as hereinafter defined) is terminated
prior to the date on which the Change of Control  occurs,  and, it is reasonably
demonstrated by the Executive that such termination of employment (i) was at the
request of a third party who has taken steps  reasonably  calculated to effect a
Change of Control or (ii) otherwise  arose in connection with or in anticipation
of a Change of Control,  then for all purposes of this  Agreement the "Effective
Date" shall mean the date  immediately  prior to the date of such termination of
employment.

         (b) The "Change of Control Period" shall mean the period  commencing on
the date  hereof  and  ending  on the  third  anniversary  of the  date  hereof;
provided,  however,  that commencing on the date one year after the date hereof,
and on  each  annual  anniversary  of such  date  (such  date  and  each  annual
anniversary  thereof shall be  hereinafter  referred to as the "Renewal  Date"),
unless   previously   terminated,   the  Change  of  Control   Period  shall  be
automatically  extended so as to terminate  three years from such Renewal  Date,
unless at least 60 days prior to the Renewal Date the Company  shall give notice
to the Executive that the Change of Control Period shall not be so extended.


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         (c) The  "Reorganization  Date"  shall  mean  the date  that the  share
exchange  between  Oklahoma Gas and Electric  Company and OGE Energy Corp. shall
become  effective  pursuant  to the  terms  of the  Agreement  and Plan of Share
Acquisition  that  was  approved  by  the  Oklahoma  Gas  and  Electric  Company
shareowners on November 16, 1995.

         (d) The  "Company"  shall  mean (i) prior to the  Reorganization  Date,
Oklahoma Gas and Electric Company and (ii) on and after the Reorganization Date,
OGE Energy Corp.  and any successor to its business  and/or assets which assumes
and agrees to  perform  this  Agreement,  pursuant  to  Section  11  herein,  by
operation of law, or otherwise.

         (e) "Employer"  shall mean (i) in the event the Executive is an officer
of the Company and not of any  affiliated  companies  at the time of a Change of
Control,  the Company;  (ii) in the event the  Executive is an officer of one or
more affiliated companies of the Company, but not of the Company, at the time of
a Change of Control,  any such  affiliated  company;  and (iii) in the event the
Executive is an officer of the Company and one or more  affiliated  companies of
the  Company at the time of a Change of  Control,  any such  entity of which the
Executive is an officer at the time of the Change of Control.

         2. CHANGE OF CONTROL.  For the purpose of this Agreement,  a "Change of
Control" shall mean:

         (a) The  acquisition  by any  individual,  entity or group  (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either  (i) the  then-outstanding  shares of common  stock of the  Company  (the
"Outstanding  Company  Common  Stock") or (ii) the combined  voting power of the
then-outstanding  voting securities of the Company entitled to vote generally in
the  election  of  directors  (the  "Outstanding  Company  Voting  Securities");
provided,  however,  that for purposes of this  subsection  (a),  the  following
acquisitions  shall not  constitute  a Change of  Control:  (i) any  acquisition
directly  from the  Company,  (ii) any  acquisition  by the  Company,  (iii) any
acquisition  by any  employee  benefit  plan (or  related  trust)  sponsored  or
maintained by the Company or any corporation  controlled by the Company, or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) of this Section 2; or

         (b) Individuals  who, as of the date hereof,  constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
the date hereof whose  election,  or  nomination  for election by the  Company's
shareowners, was approved by a vote of at least a majority of the directors then
comprising  the Incumbent  Board shall be  considered as though such  individual
were a member of the Incumbent Board, but excluding,  for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other  actual or  threatened  solicitation  of proxies or  consents  by or on
behalf of a Person other than the Board; or

         (c)  Consummation  of  a  reorganization,  merger,  share  exchange  or
consolidation or sale or other  disposition of all or  substantially  all of the
assets  of the  Company  (a  "Business  Combination"),  in  each  case,  unless,
following  such  Business  Combination,  (i)  all  or  substantially  all of the
individuals and entities who were the beneficial  owners,  respectively,  of the
Outstanding  Company  Common Stock and  Outstanding  Company  Voting  Securities
immediately  prior to such Business  Combination  beneficially  own, directly or
indirectly,  more  than 60% of,  respectively,  the  then-outstanding  shares of
common  stock  and the  combined  voting  power of the  then-outstanding  voting
securities entitled to vote generally in the election of directors,  as the case
may be, of the corporation resulting from such Business Combination  (including,


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without limitation, a corporation which as a result of such transaction owns the
Company or all or  substantially  all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership,  immediately  prior to such Business  Combination of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities,  as the case may
be, (ii) no Person  (excluding  any  corporation  resulting  from such  Business
Combination  or any employee  benefit plan (or related  trust) of the Company or
such corporation  resulting from such Business  Combination)  beneficially owns,
directly  or  indirectly,  20% or more of,  respectively,  the  then-outstanding
shares  of  common  stock  of  the  corporation  resulting  from  such  Business
Combination,  or  the  combined  voting  power  of the  then-outstanding  voting
securities of such corporation  except to the extent that such ownership existed
with respect to the Company prior to the Business Combination and (iii) at least
a majority of the members of the board of directors of the corporation resulting
from such Business  Combination  were members of the Incumbent Board at the time
of the  execution  of the  initial  agreement,  or of the  action of the  Board,
providing for such Business Combination; or

         (d)  Approval  by  the   shareowners  of  the  Company  of  a  complete
liquidation or dissolution of the Company;

provided,  however,  that the acquisition by OGE Energy Corp. of common stock of
Oklahoma Gas and Electric Company pursuant to the share exchange approved by the
shareowners of Oklahoma Gas and Electric Company on November 16, 1995, shall not
be deemed a Change of Control.

         3. EMPLOYMENT  PERIOD.  The Executive shall remain in the employ of the
Employer  subject to the terms and conditions of this Agreement,  for the period
commencing on the  Effective  Date and ending on the third  anniversary  of such
date (the "Employment Period").

         4.  TERMS OF  EMPLOYMENT.  (a)  POSITION  AND  DUTIES.  (i)  During the
Employment Period,  (A) the Executive's  position  (including  status,  offices,
titles and reporting requirements), authority, duties and responsibilities shall
be at least  commensurate in all material  respects with the most significant of
those  held,  exercised  and  assigned  at any time  during the  120-day  period
immediately  preceding the Effective Date and (B) the Executive's services shall
be performed at the location  where the Executive  performed the majority of his
services immediately preceding the Effective Date or any office or location less
than 50 miles from such location.

         (ii)  During  the  Employment  Period,  and  excluding  any  periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote  reasonable  attention  and time during normal  business  hours to the
business and affairs of the Employer  and, to the extent  necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable   best   efforts  to  perform   faithfully   and   efficiently   such
responsibilities.  During the  Employment  Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate,  civic or charitable
boards or committees,  (B) deliver  lectures,  fulfill  speaking  engagements or
teach at educational institutions,  and (C) manage personal investments, so long
as such  activities do not  significantly  interfere with the performance of the
Executive's  responsibilities  as an employee of the Employer in accordance with
this  Agreement.  It is expressly  understood and agreed that to the extent that
any such  activities have been conducted by the Executive prior to the Effective
Date,  the continued  conduct of such  activities  (or the conduct of activities
similar in nature and scope thereto)  subsequent to the Effective Date shall not
thereafter  be deemed  to  interfere  with the  performance  of the  Executive's
responsibilities to the Company.

         (b) COMPENSATION.  (i) BASE SALARY.  During the Employment  Period, the
Executive  shall  receive an annual base salary  ("Annual Base  Salary"),  which
shall be paid at a monthly  rate,  at least  equal


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to twelve times the highest  monthly base salary paid or payable,  including any
base salary which has been earned but deferred,  to the Executive by the Company
and its affiliated  companies in respect of the twelve-month  period immediately
preceding the month in which the Effective  Date occurs.  During the  Employment
Period,  the Annual Base Salary  shall be reviewed no more than 12 months  after
the last salary  increase  awarded to the Executive  prior to the Effective Date
and thereafter at least  annually.  Any increase in Annual Base Salary shall not
serve to limit or reduce  any  other  obligation  to the  Executive  under  this
Agreement.  Annual Base Salary shall not be reduced  after any such increase and
the term Annual Base Salary as utilized in this Agreement  shall refer to Annual
Base Salary as so increased.  As used in this  Agreement,  the term  "affiliated
companies" shall include any company  controlled by, controlling or under common
control with the Company.

         (ii) ANNUAL  BONUS.  In addition to Annual Base Salary,  the  Executive
shall be awarded,  for each fiscal year ending during the Employment  Period, an
annual  bonus (the  "Annual  Bonus") in cash at least  equal to the  Executive's
highest bonus under the  Company's or any of its  affiliated  companies'  Annual
Incentive  Compensation  Plan, or any comparable  bonus under any predecessor or
successor plan of the Company or any of its affiliated  companies,  for the last
three full fiscal years prior to the  Effective  Date  (annualized  in the event
that the Executive was not employed by the Employer for the whole of such fiscal
year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later
than the end of the fifth  month of the fiscal  year next  following  the fiscal
year for which the Annual Bonus is awarded,  unless the Executive shall elect to
defer the receipt of such Annual Bonus.

         (iii) INCENTIVE,  SAVINGS AND RETIREMENT  PLANS.  During the Employment
Period, the Executive shall be entitled to participate in all incentive, savings
and retirement plans,  practices,  policies and programs applicable generally to
other peer  executives of the Company and its affiliated  companies,  including,
but not limited to,  those  specified  in Exhibit A attached  hereto,  but in no
event shall such plans,  practices,  policies and programs provide the Executive
with incentive  opportunities (measured with respect to both regular and special
incentive  opportunities,  to the  extent,  if any,  that  such  distinction  is
applicable), savings opportunities and retirement benefit opportunities, in each
case,  less  favorable,  in the  aggregate,  than  the most  favorable  of those
provided by the Company and its  affiliated  companies for the  Executive  under
such plans, practices, policies and programs as in effect at any time during the
120-day period immediately  preceding the Effective Date or if more favorable to
the Executive,  those provided generally at any time after the Effective Date to
other peer executives of the Company and its affiliated companies.

         (iv) WELFARE BENEFIT PLANS. During the Employment Period, the Executive
and/or  the  Executive's  family,  as the case may be,  shall  be  eligible  for
participation  in and shall receive all benefits  under welfare  benefit  plans,
practices,  policies  and  programs  provided by the Company and its  affiliated
companies  (including,  without  limitation,   medical,  prescription,   dental,
disability,  employee life,  group life,  accidental  death and travel  accident
insurance plans and programs) to the extent  applicable  generally to other peer
executives of the Company and its  affiliated  companies,  but in no event shall
such plans, practices, policies and programs provide the Executive with benefits
which are less  favorable,  in the  aggregate,  than the most  favorable of such
plans, practices,  policies and programs in effect for the Executive at any time
during the 120-day period  immediately  preceding the Effective Date or, if more
favorable  to the  Executive,  those  provided  generally  at any time after the
Effective  Date to other  peer  executives  of the  Company  and its  affiliated
companies.

         (v) EXPENSES.  During the  Employment  Period,  the Executive  shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the  Executive in accordance  with the most  favorable  policies,  practices and
procedures  of the  Company  and its  affiliated  companies  in  effect  for the
Executive  at any time  during the  120-day  period  immediately  preceding  the
Effective Date or, if more 


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favorable to the Executive,  as in effect  generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies.

         (v) FRINGE BENEFITS.  During the Employment Period, the Executive shall
be entitled to fringe benefits, including, without limitation, tax and financial
planning  services,  payment  of  club  dues,  and,  if  applicable,  use  of an
automobile  and  payment  of  related  expenses,  in  accordance  with  the most
favorable  plans,  practices,  programs  and  policies  of the  Company  and its
affiliated  companies in effect for the Executive at any time during the 120-day
period  immediately  preceding the Effective  Date or, if more  favorable to the
Executive,  as in effect  generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

         (vi)  OFFICE AND  SUPPORT  STAFF.  During the  Employment  Period,  the
Executive  shall  be  entitled  to an  office  or  offices  of a size  and  with
furnishings and other  appointments,  and to exclusive personal  secretarial and
other assistance, at least equal to the most favorable of the foregoing provided
to the Executive by the Company and its affiliated  companies at any time during
the  120-day  period  immediately  preceding  the  Effective  Date  or,  if more
favorable to the Executive,  as provided  generally at any time  thereafter with
respect to other peer executives of the Company and its affiliated companies.

         (vii) VACATION.  During the Employment  Period,  the Executive shall be
entitled to paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and its affiliated  companies as in effect
for the Executive at any time during the 120-day  period  immediately  preceding
the  Effective  Date  or,  if more  favorable  to the  Executive,  as in  effect
generally at any time  thereafter  with respect to other peer  executives of the
Company and its affiliated companies.

         5. TERMINATION OF EMPLOYMENT.  (a) DEATH OR DISABILITY. The Executive's
employment shall terminate  automatically  upon the Executive's death during the
Employment Period. If the Employer  determines in good faith that the Disability
of the  Executive has occurred  during the  Employment  Period  (pursuant to the
definition of Disability set forth below),  it may give to the Executive written
notice in accordance  with Section  12(b) of this  Agreement of its intention to
terminate the Executive's employment.  In such event, the Executive's employment
with the Employer  shall  terminate  effective on the 30th day after  receipt of
such notice by the Executive (the "Disability  Effective Date"),  provided that,
within the 30 days after such receipt,  the Executive shall not have returned to
full-time performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Employer on a full-time  basis for 180  consecutive  business days as a
result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician  selected by the Employer or its insurers and
acceptable to the Executive or the Executive's legal representative.

         (b) CAUSE. The Employer may terminate the Executive's employment during
the Employment  Period for Cause. For purposes of this Agreement,  "Cause" shall
mean:

                  (i) the  willful and  continued  failure of the  Executive  to
         perform  substantially the Executive's  duties with the Employer or one
         of  its  affiliates   (other  than  any  such  failure  resulting  from
         incapacity due to physical or mental  illness),  after a written demand
         for substantial  performance is delivered to the Executive by the Board
         or the  Chief  Executive  Officer  of the  Company  which  specifically
         identifies  the  manner in which the Board or Chief  Executive  Officer
         believes  that  the  Executive  has  not  substantially  performed  the
         Executive's duties, or


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                  (ii) the willful  engaging by the Executive in illegal conduct
         or gross misconduct  which is materially and demonstrably  injurious to
         the Employer.

For  purposes  of this  provision,  no act or failure to act, on the part of the
Executive,  shall be  considered  "willful"  unless it is done, or omitted to be
done,  by the  Executive  in bad faith or  without  reasonable  belief  that the
Executive's  action or omission was in the best  interests of the Employer.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive  Officer or
a senior  officer of the  Company  or based  upon the advice of counsel  for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Employer. The cessation
of employment  of the  Executive  shall not be deemed to be for Cause unless and
until there shall have been  delivered  to the  Executive a copy of a resolution
duly  adopted by the  affirmative  vote of not less than three  quarters  of the
entire  membership  of the Board at a meeting  of the Board  called and held for
such  purpose  (after  reasonable  notice is provided to the  Executive  and the
Executive is given an opportunity, together with counsel, to be heard before the
Board),  finding that, in the good faith opinion of the Board,  the Executive is
guilty  of the  conduct  described  in  subparagraph  (i)  or  (ii)  above,  and
specifying the particulars thereof in detail.

         (c) GOOD REASON.  The  Executive's  employment may be terminated by the
Executive for Good Reason.
For purposes of this Agreement, "Good Reason" shall mean:

                  (i) the assignment to the Executive of any duties inconsistent
         in  any  respect  with  the  Executive's  position  (including  status,
         offices,  titles  and  reporting  requirements),  authority,  duties or
         responsibilities as contemplated by Section 4(a) of this Agreement,  or
         any other action by the Employer  which results in a diminution in such
         position,  authority,  duties or  responsibilities,  excluding for this
         purpose an isolated,  insubstantial and inadvertent action not taken in
         bad faith and which is remedied by the Company  promptly  after receipt
         of notice thereof given by the Executive;

                  (ii) any  failure by the  Employer  to comply  with any of the
         provisions of Section 4(b) of this  Agreement,  other than an isolated,
         insubstantial  and  inadvertent  failure not occurring in bad faith and
         which is  remedied by the  Employer  promptly  after  receipt of notice
         thereof given by the Executive;

                  (iii) the  Employer's  requiring  the Executive to be based at
         any office or location  other than as  provided  in Section  4(a)(i)(B)
         hereof or the Employer's  requiring the Executive to travel on Employer
         business to a  substantially  greater extent than required  immediately
         prior to the Effective Date;

                  (iv)  any  purported   termination  by  the  Employer  of  the
         Executive's  employment  otherwise than as expressly  permitted by this
         Agreement; or

                  (v) any  failure by the  Employer  to comply  with and satisfy
         Section 11(c) of this Agreement.

         For  purposes of this Section  5(c),  any good faith  determination  of
"Good  Reason"  made by the  Executive  shall be  conclusive.  Anything  in this
Agreement to the contrary  notwithstanding,  a termination  by the Executive for
any reason during the 30-day period immediately  following the first anniversary
of the Effective  Date shall be deemed to be a  termination  for Good Reason for
all purposes of this Agreement.


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         (d) NOTICE OF  TERMINATION.  Any termination by the Employer for Cause,
or by the  Executive  for  Good  Reason,  shall be  communicated  by  Notice  of
Termination to the other party hereto given in accordance  with Section 12(b) of
this Agreement.  For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination  provision in this
Agreement relied upon, (ii) to the extent  applicable,  sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under the  provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such  notice).  The  failure  by the  Executive  or the
Employer  to set forth in the  Notice of  Termination  any fact or  circumstance
which contributes to a showing of Good Reason or Cause shall not waive any right
of the  Executive  or the  Employer,  respectively,  hereunder  or preclude  the
Executive  or  the  Employer,   respectively,   from   asserting  such  fact  or
circumstance in enforcing the Executive's or the Employer's rights hereunder.

         (e)  DATE  OF  TERMINATION.  "Date  of  Termination"  means  (i) if the
Executive's  employment  is  terminated  by the  Employer  for Cause,  or by the
Executive for Good Reason,  the date of receipt of the Notice of  Termination or
any later date specified  therein,  as the case may be, (ii) if the  Executive's
employment is terminated by the Employer other than for Cause or Disability, the
Date of  Termination  shall be the  date on  which  the  Employer  notifies  the
Executive  of such  termination  and  (iii)  if the  Executive's  employment  is
terminated by reason of death or Disability,  the Date of  Termination  shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

         6. OBLIGATIONS OF THE COMPANY UPON TERMINATION.  (a) Good Reason; Other
Than for Cause,  Death or  Disability.  If, during the  Employment  Period,  the
Employer shall terminate the Executive's  employment other than for Cause, death
or Disability or the Executive shall terminate employment for Good Reason:

                  (i) the Company  shall pay to the  Executive  in a lump sum in
         cash within 30 days after the Date of Termination  the aggregate of the
         following amounts, subject to reduction as set forth in Section 9:

                           A. the sum of (1) the Executive's  Annual Base Salary
                  through the Date of Termination to the extent not  theretofore
                  paid,  (2) the  product  of (x) the  higher of (I) the  Recent
                  Annual  Bonus  and  (II) the  Annual  Bonus  paid or  payable,
                  including  any bonus or portion  thereof which has been earned
                  but deferred (and annualized for any fiscal year consisting of
                  less than twelve full months or during which the Executive was
                  employed  for less  than  twelve  full  months),  for the most
                  recently  completed fiscal year during the Employment  Period,
                  if any (such higher  amount being  referred to as the "Highest
                  Annual  Bonus") and (y) a fraction,  the numerator of which is
                  the number of days in the current fiscal year through the Date
                  of  Termination,  and the  denominator of which is 365 and (3)
                  any   compensation   previously   deferred  by  the  Executive
                  (together with any accrued  interest or earnings  thereon) and
                  any  accrued  vacation  pay,  in each case to the  extent  not
                  theretofore paid (the sum of the amounts  described in clauses
                  (1),  (2),  and (3) shall be  hereinafter  referred  to as the
                  "Accrued Obligations"); and

                  B. the amount equal to the product of (1) 2.99 and (2) the sum
         of (x) the  Executive's  Annual Base Salary and (y) the Highest  Annual
         Bonus;

                  (ii)  for  three   years   after  the   Executive's   Date  of
         Termination,  or such longer  period as may be provided by the terms of
         the appropriate plan,  program,  practice or policy,  the Company


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shall continue benefits to the Executive and/or the Executive's  family at least
equal to those which would have been  provided  to them in  accordance  with the
plans,  programs,  practices and policies  described in Section 4(b)(iv) of this
Agreement if the  Executive's  employment  had not been  terminated  or, if more
favorable to the Executive,  as in effect  generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies and
their families, provided, however, that if the Executive becomes reemployed with
another  employer and is eligible to receive  medical or other welfare  benefits
under another  employer-provided  plan,  the medical and other welfare  benefits
described  herein  shall be secondary  to those  provided  under such other plan
during such  applicable  period of  eligibility.  For  purposes  of  determining
eligibility  (but not the time of commencement of benefits) of the Executive for
retiree benefits pursuant to such plans,  practices,  programs and policies, the
Executive shall be considered to have remained  employed until three years after
the Date of Termination and to have retired on the last day of such period;

                  (iii) the  Company  shall,  at its sole  expense as  incurred,
         provide the Executive with outplacement services the scope and provider
         of which shall be selected by the Executive in his sole discretion; and

                  (iv) to the  extent  not  theretofore  paid or  provided,  the
         Company  shall timely pay or provide to the Executive any other amounts
         or benefits  required to be paid or provided or which the  Executive is
         eligible  to receive  under any plan,  program,  policy or  practice or
         contract or agreement of the Company and its affiliated companies (such
         other  amounts and  benefits  shall be  hereinafter  referred to as the
         "Other Benefits").

         (b) DEATH. If the Executive's employment is terminated by reason of the
Executive's death during the Employment  Period,  this Agreement shall terminate
without further obligations to the Executive's legal  representatives under this
Agreement,  other than for payment of Accrued Obligations and the timely payment
or  provision  of  Other  Benefits.  Accrued  Obligations  shall  be paid to the
Executive's estate or beneficiary,  as applicable,  in a lump sum in cash within
30 days of the Date of  Termination.  With  respect  to the  provision  of Other
Benefits,  the term  Other  Benefits  as  utilized  in this  Section  6(b) shall
include,  without  limitation,  and the Executive's estate and/or  beneficiaries
shall be  entitled to  receive,  benefits  at least equal to the most  favorable
benefits  provided by the Company and  affiliated  companies  to the estates and
beneficiaries  of peer executives of the Company and such  affiliated  companies
under such plans,  programs,  practices and policies relating to death benefits,
if  any,  as  in  effect  with  respect  to  other  peer  executives  and  their
beneficiaries  at any time during the 120-day period  immediately  preceding the
Effective  Date or, if more  favorable  to the  Executive's  estate  and/or  the
Executive's  beneficiaries,  as in effect on the date of the  Executive's  death
with  respect  to  other  peer  executives  of the  Company  and its  affiliated
companies and their beneficiaries.

         (c) DISABILITY.  If the Executive's  employment is terminated by reason
of the Executive's Disability during the Employment Period, this Agreement shall
terminate without further  obligations to the Executive,  other than for payment
of Accrued  Obligations  and the timely payment or provision of Other  Benefits.
Accrued  Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of  Termination.  With  respect  to the  provision  of Other
Benefits,  the term "Other  Benefits"  as utilized  in this  Section  6(c) shall
include, and the Executive shall be entitled after the Disability Effective Date
to receive,  disability  and other benefits at least equal to the most favorable
of those  generally  provided  by the Company and its  affiliated  companies  to
disabled  executives  and/or  their  families  in  accordance  with such  plans,
programs,  practices and policies  relating to disability,  if any, as in effect
generally  with respect to other peer  executives and their families at any time
during the 120-day period  immediately  preceding the Effective Date or, if more
favorable to the Executive  and/or the Executive's  family,  as in effect at any
time


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<PAGE>

thereafter  generally  with respect to other peer  executives of the Company and
its affiliated companies and their families.

         (d) CAUSE;  OTHER THAN FOR GOOD REASON.  If the Executive's  employment
shall be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the  Executive  (x)  his  Annual  Base  Salary  through  the  Date  of
Termination,  (y) the  amount of any  compensation  previously  deferred  by the
Executive,  and (z)  Other  Benefits,  in each  case to the  extent  theretofore
unpaid. If the Executive voluntarily terminates employment during the Employment
Period,  excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations  shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.

         7. NONEXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's  continuing or future  participation in any plan, program,
policy or practice  provided by the Company or any of its  affiliated  companies
and for which the Executive may qualify,  nor,  subject to Section 12(f),  shall
anything herein limit or otherwise  affect such rights as the Executive may have
under any  contract  or  agreement  with the  Company  or any of its  affiliated
companies. Amounts which are vested benefits or which the Executive is otherwise
entitled  to  receive  under any plan,  policy,  practice  or  program of or any
contract or agreement with the Company or any of its affiliated  companies at or
subsequent to the Date of Termination  shall be payable in accordance  with such
plan, policy,  practice or program or contract or agreement except as explicitly
modified by this Agreement.

         8.  FULL  SETTLEMENT.  Subject  to  Section  9  herein,  the  Company's
obligation to make the payments  provided for in this Agreement and otherwise to
perform  its  obligations  hereunder  shall  not be  affected  by  any  set-off,
counterclaim,  recoupment,  defense or other  claim,  right or action  which the
Company or any of its  affiliated  companies  may have against the  Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any  other  action  by way of  mitigation  of the  amounts  payable  to the
Executive  under any of the  provisions of this Agreement and such amounts shall
not be reduced  whether  or not the  Executive  obtains  other  employment.  The
Company  agrees to pay as  incurred,  to the full extent  permitted  by law, all
legal fees and expenses which the Executive may reasonably  incur as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive or
others of the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement),  plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section  7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").

         9.       CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

         (a) For  purposes  of this  Section  9, (i) a  Payment  shall  mean any
payment or  distribution  in the nature of compensation to or for the benefit of
the Executive,  whether paid or payable pursuant to this Agreement or otherwise;
(ii) Change of Control Payment shall mean a Payment paid or payable  pursuant to
this Agreement  (disregarding  this Section);  (iii) Net After Tax Receipt shall
mean the Present  Value of a Payment net of all taxes  imposed on the  Executive
with  respect  thereto  under  Sections  1 and 4999 of the Code,  determined  by
applying the highest  marginal rate under Section 1 of the Code which applied to
the Executive's taxable income for the immediately  preceding taxable year; (iv)
"Present  Value" shall mean such value  determined  in  accordance  with Section
280G(d)(4)  of the  Code;  and (v)  "Reduced  Amount"  shall  mean the  greatest
aggregate amount of Change of Control Payments which (a) is less than the sum of


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<PAGE>

all Change of  Control  Payments  and (b)  results  in  aggregate  Net After Tax
Receipts  which are equal to or greater  than the Net After Tax  Receipts  which
would  result  if the  Executive  were  paid the sum of all  Change  of  Control
Payments.

         (b) Anything in this Agreement to the contrary notwithstanding,  in the
event  Arthur  Andersen  LLP or such  other  certified  public  accounting  firm
designated by the Executive (the "Accounting Firm") shall determine that receipt
of all Payments  would  subject the  Executive to tax under  Section 4999 of the
Code, it shall determine whether some amount of Change of Control Payments would
meet the  definition of a "Reduced  Amount." If the Accounting  Firm  determines
that there is a Reduced Amount,  the aggregate  Change of Control Payments shall
be reduced to such Reduced Amount. All fees payable to the Accounting Firm shall
be paid solely by the Company.

         (c) If Accounting  Firm  determines  that  aggregate  Change of Control
Payments  should be reduced to the Reduced  Amount,  the Company shall  promptly
give the Executive notice to that effect and a copy of the detailed  calculation
thereof, and the Executive may then elect, in his or her sole discretion,  which
and how much of the Change of Control Payments shall be eliminated or reduced as
long as after such election the present value of the aggregate Change of Control
Payments equals the Reduced Amount),  and shall advise the Company in writing of
such election within ten days of receipt of notice.  If no such election is made
by the Executive within such ten-day period, the Company may elect which of such
Change of Control Payments shall be eliminated or reduced (as long as after such
election the present value of aggregate  Change of Control  Payments  equals the
Reduced  Amount) and shall notify the Executive  promptly of such election.  All
determinations  made by Accounting Firm under this Section shall be binding upon
the Company and the  Executive and shall be made within 60 days of a termination
of  employment  of the  Executive.  As promptly as  practicable  following  such
determination,  the Company  shall pay to or  distribute  for the benefit of the
Executive such Change of Control Payments as are then due to the Executive under
this  Agreement and shall  promptly pay to or distribute  for the benefit of the
Executive  in the future  such  Change of Control  Payments as become due to the
Executive under this Agreement.

         (d) While it is the  intention  of the  Company to reduce  the  amounts
payable or  distributable  to the Executive  hereunder only if the aggregate Net
After Tax Receipts to the Executive  would thereby be increased,  as a result of
the  uncertainty  in the  application of Section 4999 of the Code at the time of
the initial  determination  by Accounting  Firm  hereunder,  it is possible that
amounts will have been paid or  distributed by the Company to or for the benefit
of the Executive  pursuant to this Agreement  which should not have been so paid
or distributed  ("Overpayment")  or that additional  amounts which will have not
been paid or  distributed  by the Company to or for the benefit of the Executive
pursuant   to  this   Agreement   could   have  been  so  paid  or   distributed
("Underpayment"),  in each case,  consistent with the calculation of the Reduced
Amount hereunder. In the event that Accounting Firm, based upon the assertion of
a deficiency by the Internal  Revenue  Service against either the Company or the
Executive  which  Accounting  Firm  believes has a high  probability  of success
determines  that an  Overpayment  has been made,  any such  Overpayment  paid or
distributed  by the  Company  to or for the  benefit of the  Executive  shall be
treated for all purposes as a loan to the Executive  which the  Executive  shall
repay to the Company  together  with  interest at the  applicable  federal  rate
provided for in Section 7872(f)(2) of the Code; provided,  however, that no such
loan  shall be deemed to have been  made and no amount  shall be  payable  by an
Executive to the Company if and to the extent such deemed loan and payment would
not  either  reduce the  amount on which the  Executive  is subject to tax under
Section 1 and Section  4999 of the Code or  generate a refund of such taxes.  In
the event that Accounting Firm, based upon controlling  precedent or substantial
authority,  determines that an Underpayment has occurred,  any such Underpayment
shall be promptly  paid by the  Company to or for the  benefit of the  Executive
together  with interest at the  applicable  federal rate provided for in Section
7872(f)(2) of the Code.


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<PAGE>

         10. CONFIDENTIAL  INFORMATION.  The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge or data  relating to the Company or any of its  affiliated  companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by the  Company  or any of its  affiliated
companies and which shall not be or become public  knowledge (other than by acts
by the  Executive  or  representatives  of the  Executive  in  violation of this
Agreement).  After termination of the Executive's  employment with the Employer,
the Executive shall not, without the prior written consent of the Employer or as
may otherwise be required by law or legal  process,  communicate  or divulge any
such information,  knowledge or data to anyone other than the Employer and those
designated by it. In no event shall an asserted  violation of the  provisions of
this Section 10  constitute a basis for  deferring  or  withholding  any amounts
otherwise payable to the Executive under this Agreement.

         11.  SUCCESSORS.  (a) This  Agreement is personal to the  Executive and
without the prior written  consent of the Company shall not be assignable by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal representatives.

         (b) This  Agreement  shall inure to the benefit of and be binding  upon
the Company and its successors and assigns.

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the  business  and/or  assets of the  Company to assume  expressly  and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform it if no such succession had taken place.

         12.  MISCELLANEOUS.  (a)  This  Agreement  shall  be  governed  by  and
construed  in  accordance  with  the  laws of the  State  of  Oklahoma,  without
reference to principles of conflict of laws.  The captions of this Agreement are
not part of the  provisions  hereof  and  shall  have no force or  effect.  This
Agreement may not be amended or modified  otherwise than by a written  agreement
executed  by the  parties  hereto  or  their  respective  successors  and  legal
representatives.

         (b) All notices and other communications  hereunder shall be in writing
and shall be given by hand  delivery  to the  other  party or by  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

          IF TO THE EXECUTIVE:               ___________________________
                                             Oklahoma Gas and Electric Company
                                             101 North Robinson
                                             Oklahoma City, Oklahoma  73101

          IF TO THE COMPANY                  Oklahoma Gas and Electric Company
             PRIOR TO THE                    101 North Robinson
               REORGANIZATION DATE:          Oklahoma City, Oklahoma  73101
                                                     Attention:  General Counsel

          IF TO THE COMPANY                  OGE Energy Corp.
             AFTER THE                       101 North Robinson
               REORGANIZATION DATE:          Oklahoma City, Oklahoma  73101
                                             Attention:  General Counsel

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<PAGE>

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

         (c)  The  invalidity  or  unenforceability  of any  provision  of  this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d) The  Company  may  withhold  from any  amounts  payable  under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

         (e) The  Executive's  or the  Company's  failure to insist  upon strict
compliance  with any  provision  of this  Agreement or the failure to assert any
right the  Executive  or the  Company  may have  hereunder,  including,  without
limitation,  the right of the Executive to terminate  employment for Good Reason
pursuant to Section  5(c)(i)-(v) of this Agreement,  shall not be deemed to be a
waiver  of such  provision  or right  or any  other  provision  or right of this
Agreement.

         (f) The  Executive  and the  Company  acknowledge  that,  except as may
otherwise be provided  under any other written  agreement  between the Executive
and the  Company  or any of its  affiliated  companies,  the  employment  of the
Executive  by the Company or any of its  affiliated  companies is "at will" and,
subject to Section 1(a) hereof,  prior to the Effective  Date,  the  Executive's
employment  and/or this  Agreement  may be terminated by either the Executive or
the Company or any of its affiliated companies,  as the case may be, at any time
prior to the Effective  Date, in which case the Executive  shall have no further
rights under this  Agreement.  From and after the Effective  Date this Agreement
shall  supersede  any other  agreement  between the parties  with respect to the
subject matter hereof.

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and,  pursuant to the  authorization  from their  Boards of  Directors,  each of
Oklahoma Gas and Electric Company and OGE Energy Corp. has caused these presents
to be executed in its name on its behalf, all as of the day and year first above
written.




                                        ---------------------------------

                                        ----------------

                                        OKLAHOMA GAS AND ELECTRIC COMPANY


                                        By:
                                          ------------------------------        
                                        Bill Swisher
                                        Chairman of the Compensation Committee


                                        OGE ENERGY CORP.

                                        By
                                          ------------------------------        
                                        A. M. Strecker
                                        Chairman and Chief Executive Officer



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<PAGE>



                                    EXHIBIT A


                     INCENTIVE, SAVINGS AND RETIREMENT PLANS



                  1.       Annual Incentive Plan

                  2.       Restricted Stock Plan

                  3.       Retirement Savings Plan

                  4.       Restoration of Retirement Savings Plan

                  5.       Retirement Income Plan

                  6.       Restoration of Retirement Income Plan



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