
<PAGE>

                                                                  Exhibit 10.08

                              AMENDED AND RESTATED

                 STOCK EQUIVALENT AND DEFERRED COMPENSATION PLAN

                        FOR DIRECTORS OF OGE ENERGY CORP.


                                   ARTICLE I.
                                   ----------

                  Purposes, Definitions and General Provisions


         1.1.     Establishment and Purposes.
                  ---------------------------

                  Oklahoma  Gas  and  Electric  Company  ("OG&E"),  an  Oklahoma
corporation, previously established a stock equivalent and deferred compensation
plan (the "Plan").  As part of the  restructuring  of OG&E pursuant to which OGE
Energy Corp.  (the  "Company")  became the parent  holding  company of OG&E, and
pursuant  to the  authority  granted by the Board of  Directors  of OG&E and the
Board of  Directors  of the Company,  the Plan is hereby  amended and  restated,
effective  December  31,  1996,  to provide for the  issuance  under the Plan of
Company Stock  Equivalents in lieu of OG&E Stock  Equivalents and to provide for
the assumption of the Plan by the Company.

                  All awards  granted prior to the amendment and  restatement of
the Plan and prior to its  assumption  by the  Company are hereby  ratified  and
shall remain in full force and effect,  subject to  conversion  to Company Stock
Equivalents  and  subject to possible  amendment,  adjustment,  modification  or
termination, as hereinafter provided.

                  The  purposes of this Plan are:  (i) to cause a portion of the
compensation of each  non-employee  director of the OGE Energy Corp. and OG&E to
be paid in  equivalents  of common  stock of the  Company and (ii) to offer such
non-employee  members the  opportunity  to defer receipt of the balance of their
directors'  compensation,  under terms advantageous to both the director and the
Company, until termination of the director's service with the Company or OG&E.

         1.2.     Definitions.
                  ------------

                  (a) "Award" shall mean the amount, expressed either in dollars
                      -------
of Compensation or in Stock Equivalents,  that the Board determines  pursuant to
Section 1.4 hereof will be paid to a Participant on an Award Date.

                  (b)  "Award  Date"  shall  mean  the  date an  Award  is to be
                       -------------
received by a Participant.

                  (c) "Board" shall mean the Board of Directors of the Company.
                      -------

                  (d) "Beneficiary" shall mean the person or persons (including,
                      -------------
without  limitation,  the  trustees of any  testamentary  or inter vivos  trust)
designated  from time to time in writing by a  Participant  to 


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receive payments under the Plan after the death of such Participant,  or, in the
absence of any such designation or in the event that such designated  persons or
person shall predecease such Participant,  or shall not be in existence or shall
otherwise be unable to receive such payments,  the person or persons  designated
under  such  Director's  last  will and  testament  or, in the  absence  of such
designation,  to the Participant's estate; provided, that the term "Beneficiary"
shall  mean the person or persons  designated  under the rules of the  insurance
company in the case of an  insurance  policy  acquired  pursuant  to Article III
hereof.

                  (e)  "Committee"  shall mean those  management  members of the
                       -----------
Company,  namely the Chairman of the Board,  President,  Chief Financial Officer
and Corporate Secretary,  who administer the Plan, provided all such persons are
not eligible to participate in the Plan. All decisions by the Committee shall be
by simple majority and the decisions will be final.

                  (f)  "Company"  shall  mean  OGE  Energy  Corp.,  an  Oklahoma
                       ---------
corporation, and OG&E and any successor of either such company.

                  (g)  "Compensation"  shall mean  payments  which the  Director
                       --------------
receives  from the Company for  services as a member of its Board of  Directors.
Such payments may include directors' retainers, board meeting fees and committee
meeting fees, but shall exclude direct reimbursement of expenses.


                  (h)  "Deferred  Amount"  shall mean an amount of  Compensation
                       ------------------  
deferred at the election of the Participant under this Plan.

                  (i) "Director" shall mean any member of the Board of Directors
                      ----------
of the Company who is not an employee of the Company.

                  (j) "Dollar  Account"  shall mean the  bookkeeping  account to
                      -----------------
which a Participant has Deferred Amounts credited under Section 2.2 of this Plan
to earn interest as provided therein.

                  (k) "OGE  Energy  Stock"  shall mean the  common  stock of the
                      --------------------   
Company, par value $.01 per share.

                  (l)  "Participant"  shall mean any  Director  who  receives an
                       -------------
Award or who elects to defer Compensation pursuant to this Plan.

                  (m)  "Plan"  shall  mean  the  Amended  and   Restated   Stock
                       ------
Equivalent and Deferred  Compensation Plan for Directors of the Company, as from
time to time amended and in effect.

                  (n)  "Stock  Account"  shall mean the  bookkeeping  account to
                       ----------------
which a Participant has Awards and Deferred  Amounts  credited under Section 2.2
of this Plan with Stock Equivalents as provided therein.

                  (o) "Stock  Equivalents" shall mean the units,  representing a
                      --------------------
like number of shares of OGE Energy  stock,  that are  credited to a  Director's
Stock Account under Section 2.2 of this Plan.


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                  (p)  "Termination  of Service" shall mean the  termination (by
                       -------------------------
death,  retirement or otherwise) of a Participant's service as a Director of the
Company.

         1.3.     Deferral Of Compensation.
                  ------------------------  
                  Each  Director  may  elect  to have  all or a  portion  of his
Compensation for any calendar year deferred under this Plan. Such election shall
be  executed  in writing by the  Director  and filed with the  Secretary  of the
Company,  prior  to the  beginning  of  the  calendar  year  during  which  such
Compensation is earned,  on a form  prescribed by the Company.  The election may
specify that the  Participant  desires to have all or a specified  percentage of
his  Compensation  (other  than any  portion  subject  to an Award) for the year
deferred under the Plan. The election shall specify which portion or portions of
such  Deferred  Amount  shall be  allocated  between  Article II and Article III
hereof, subject to the following:

                  (a) An  election  to treat all or any  portion  of a  Deferred
Amount as being governed under Article II hereof shall  designate the portion or
portions to be credited to the Participant's Dollar Account and/or Stock Account
governed  under that Article,  and shall be  irrevocable  for the first calendar
year to which  such  election  relates,  and it shall  continue  in  effect  for
subsequent calendar years until changed  prospectively by the Participant before
the beginning of the calendar  year for which the change is effective;  subject,
however, in each instance to the provisions in the last paragraph of Section 2.2
and provided,  further, that a Participant  subsequently may elect in accordance
with  Section 2.3 to  transfer  all or part of his Dollar  Account  Balance to a
Stock Account.

                  (b) An  election  to treat all or any  portion  of a  Deferred
Amount as being  governed  under Article III hereof shall be  irrevocable at all
times until the Director's Termination of Service.

         1.4.     Awards.
                  ------  
                  The amount and number of Awards that may be granted under this
Plan is subject to the sole  discretion  of the Board and shall be determined in
the  sole  discretion  of the  Board.  Each  Award  shall  contain  such  terms,
restrictions and conditions as the Board may determine that are not inconsistent
with this Plan,  provided that Awards shall be payable to a Participant  only in
cash and, subject to Section 2.5 hereof,  only upon a Participant's  Termination
of  Service.  Awards  shall be made either in Stock  Equivalents  or as a dollar
amount of Compensation, as determined in the sole discretion of the Board.


                                   ARTICLE II.
                                   -----------

AWARDS AND STRAIGHT CASH DEFERRED COMPENSATION

         2.1.     General.
                  -------
                  To the extent a Director receives an Award pursuant to Section
1.4 hereof,  such Award  shall be subject to the  following  provisions  of this
Article.  To the  extent  that a  Director  elects to treat any  portion  of his
Deferred  Amount as being  governed  under this  Article II, then the  following
provisions  under this  Article  also shall be  applicable  with respect to such
portion of his  Deferred  Amount.  References  to "Deferred  Amount"  under this
Article II shall mean that  portion of the  Deferred  Amount  which the Director
elects to be governed under this Article.


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         2.2.     Treatment Of Deferred Amounts and Awards.
                  ----------------------------------------  
                  The  Company  shall  establish  on  its  books  the  necessary
bookkeeping  accounts to  accurately  reflect the  Company's  liability  to each
Participant who has deferred Compensation under this Article or who has received
an Award pursuant to Section 1.4. To these accounts shall be credited Awards and
Deferred  Amounts,  plus  increments  as  described  hereafter.  Payments to the
Participant or his Beneficiary following Termination of Service shall be debited
to the accounts.  In addition,  debits and credits to the accounts shall be made
in the manner  provided in Section 2.3 and in the last paragraph of this Section
2.2 in the event of a transfer  pursuant  to Section 2.3 or pursuant to the last
paragraph of this Section 2.2. The standing balance in each account is hereafter
referred  to  as  the  "Account   Balance."  Despite  the  maintenance  of  such
bookkeeping  accounts,  the Company's obligation to make payments under the Plan
shall be made from the Company's  general assets and property.  The Company may,
in its sole discretion,  establish a separate fund or account to make payment of
benefits to a Participant or his Beneficiary or Beneficiaries hereunder. Whether
or not the  Company,  in its  sole  discretion,  does  establish  such a fund or
account,  no Participant,  his Beneficiary or  Beneficiaries or any person shall
have, under any circumstances,  any interest whatever in any particular property
or assets of the Company by virtue of this Plan.

A  Participant  who has elected to defer  Compensation  under this Article shall
direct on the deferral  election  made pursuant to Section 1.3 that the Deferred
Amount be credited to a Dollar Account or a Stock  Account,  or partially to one
Account  and  partially  to the  other  Account,  on the same date that it would
otherwise be payable to him. Such Deferred  Amounts and any Awards shall also be
subject to the following terms and conditions:

                  (a) Dollar Account.  Deferred Amounts credited to this Account
                      --------------
shall  accrue  interest  from the date of  credit  to the  date of  transfer  in
accordance  with  Section  2.3,  or to the date of  payment in  accordance  with
Section 2.4 or Section 2.5, at a variable rate of interest determined  quarterly
on a  prospective  basis.  Interest  shall  be  credited  as of the  end of each
calendar  quarter and, in the event of a transfer in accordance with Section 2.3
or a payment in  accordance  with Section 2.4 or Section 2.5, as of the close of
business on the day immediately  preceding the date of such transfer or payment.
The  interest  rate  for  each  quarter  shall be  equivalent  to the one  month
commercial paper rate quoted by Salomon Brothers in its Bond Market Roundup,  or
by such other  recognized  source as the Company may designate,  for the week in
which the preceding calendar quarter ends.

                  (b) Stock  Account.  Awards  in the form of Stock  Equivalents
                      -------------- 
shall be credited to this Account.  Awards  expressed in dollars of Compensation
also  shall be  credited  to this  Account  and shall be  converted  into  Stock
Equivalents  equal to the number of shares of OGE Energy stock, to three decimal
places, that could be purchased on the Award Date with the dollar amount of such
Award,  at a price per share equal to the  arithmetical  mean of the highest and
lowest quoted selling  prices on the New York Stock Exchange  Composite Tape for
such  day.  If there  are no  sales  on that  day,  then  such  mean on the next
preceding day on which there are such sales shall be used.

         Deferred Amounts credited to this Account shall be converted into Stock
Equivalents  equal to that portion of the Deferred  Amount which the Participant
elected to have so credited.  The Stock Equivalents shall be equal to the number
of shares of OGE Energy stock, to three decimal places,  that could be purchased
on the  day  that  such  portion  of the  Participant's  Deferred  Amount  would
otherwise be paid,  at a per share price equal to the  arithmetical  mean of the
highest  and  lowest  quoted  selling  prices  on the New 


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York Stock  Exchange  Composite Tape for such day. If there are no sales on that
day,  then such mean on the next  preceding  day on which  there are such  sales
shall be used.

-4-

                  On  each  date on  which a  dividend  in cash or  property  is
distributed  on shares of issued and  outstanding  OGE Energy  stock,  the Stock
Account of a Participant  shall be credited  with a number of Stock  Equivalents
based  upon the amount of cash or the fair  market  value of any  property  (the
"base  amount")  distributed  with  respect  to a number of shares of issued and
outstanding OGE Energy stock equal to the number of Stock Equivalents (including
fractions)  standing  to the  Participant's  credit in his Stock  Account on the
record date for such distribution (assuming that fractional shares could be held
of record and that distributions were made with respect thereto).  The number of
Stock  Equivalents  to be so credited  shall be equal to the number of shares of
OGE Energy  stock,  to three  decimal  places,  that could be  purchased on such
dividend  distribution  date with the base  amount at a per share price equal to
the mean  between the highest  and lowest  selling  prices on the New York Stock
Exchange  Composite  Tape for that day. If there are no sales on that day,  then
such mean on the next preceding day on which there are such sales shall be used.

                  On each  date on  which a stock  dividend  or  stock  split is
distributed on shares of OGE Energy stock, a  Participant's  Stock Account shall
be  credited  with a number of Stock  Equivalents  equal to the number of shares
which would have been  distributed  with respect to a number of shares of issued
and  outstanding  OGE  Energy  stock  equal to the  number of Stock  Equivalents
(including  fractions) standing to the Participant's credit in his Stock Account
on the record date for such distribution  (assuming that fractional shares could
be held of record and that fractional shares would be distributed).

                  In  the  event  that  the  Company  shall  be a  party  to any
consolidation  or  merger  or  share  exchange  and,  in  connection  with  such
transaction,  all or part of the outstanding shares of OGE Energy stock shall be
changed into or exchanged  for stock or other  securities of any other entity or
of the  Company or cash or any other  property,  then the  Account  Balance in a
Participant's  Stock  Account  shall  be  transferred  on  the  day  immediately
preceding the effective  date of such  transaction  to a Dollar  Account for the
Participant,  with the Participant's Stock Account being debited with the number
of Stock Equivalents in the Stock Account  immediately prior to the transfer and
the  Participant's  Dollar  Account  being  credited with an amount equal to the
number of Stock Equivalents in the Participant's Stock Account immediately prior
to such transfer  multiplied by the mean between the highest and lowest  selling
prices for OGE Energy stock on the New York Stock Exchange Composite Tape on the
date of such  transfer  or, if there are no sales on such day,  such mean on the
next  preceding  date on which there are such sales.  Following  such event,  no
additional  amounts  shall be  credited  to the  Stock  Account  and all  future
Deferred  Amounts that were to be credited to a Stock  Account shall be credited
to a Dollar Account, until changed by the Participant pursuant to Section 1.3.

         2.3.     Transfers From Dollar Accounts To Stock Accounts.
                  ------------------------------------------------
                  Each Participant may elect, on an annual basis, to have all or
a portion of his Dollar Account  transferred  to a Stock Account.  Such election
shall be executed in writing by the  Participant and filed with the Secretary of
the Company  prior to December 31 of a calendar  year to be  effective as of the
close  of  business  on  January  31  of  the  succeeding   calendar  year.  The
Participant's  Dollar  Account  shall be debited with the amount so  transferred
from such  account  to the  Participant's  Stock  Account.  The  number of Stock
Equivalents  to  be  credited  to  the  Participant's  Stock  Account  shall  be
determined  by  dividing


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the amount to be  transferred  from the  Participant's  Dollar  Account by a per
share price equal to the mean of highest and lowest quoted selling prices of OGE
Energy stock on the New York Stock  Exchange  Composite  Tape for the January 31
date of transfer.  If there are no sales on that day, then such mean on the next
preceding  day on which  there are such sales  shall be used.  Transfers  from a
Participant's  Stock Account to a Dollar Account shall not be permitted,  except
as provided in the last paragraph of Section 2.2 hereof.

         2.4.     Payment Of Awards and Deferred Amounts.
                  --------------------------------------
                  Upon Termination of Service, a Participant's aggregate Account
Balances in his Dollar  Account and Stock  Account  under this Article  shall be
paid  to  the  Participant  (or,  in  the  event  of  Particpant's   death,  his
Beneficiary) in such number of annual  installments  (not exceeding 5), as shall
be determined by the Committee in its sole discretion. The Committee may consult
with the Participant prior to such determination,  but the Committee will not be
obligated by the desires of the  Participant.  Such payments  shall commence not
later than one year after  Termination  of Service and shall be made in cash out
of  the  general  assets  and  property  of  the  Company.  Regardless  of  when
Termination of Service occurs,  however,  no payment of a  Participant's  Dollar
Account and Stock  Account  Balances  may  commence  until the  Participant  has
attained age 50. In converting a  Participant's  Stock  Equivalents in his Stock
Account into cash for payment  purposes,  such conversion  shall be made on each
payment date to such

-5-

Participant  based on the then  current  value of the shares of OGE Energy stock
reflected in his Stock Account.  For purposes of the preceding  sentence,  value
shall be determined  based upon the mean between the highest and lowest  selling
prices for OGE Energy stock on the New York Stock Exchange Composite Tape on the
date immediately  preceding the payment date. If there are no sales on that day,
then such mean on the next  preceding day on which there are such sales shall be
used.

         2.5.     Acceleration Of Payments.
                  ------------------------
                  The  Committee,  within its sole  discretion,  is empowered to
accelerate  the  payment  of a  Participant's  Dollar  Account  Balance or Stock
Account Balance to such Participant or his Beneficiary,  whether before or after
the Participant's Termination of Service, for good and substantial reasons, such
as the Participant's death, disability,  hardship or other adverse need, changes
in the tax laws or accounting  principles  adversely  affecting the Plan and its
effect on the Company, the Participants or their Beneficiaries, or other similar
reasons  acceptable  to the  Committee;  except that,  prior to a  Participant's
Termination of Service,  the Committee may accelerate the payment of all or part
of a Participant's Stock Account Balance only upon the Participant's disability.


                                  ARTICLE III.
                                  ------------

CASH DEFERRED COMPENSATION/SPLIT DOLLAR INSURANCE

         3.1.     General.
                  -------
                  To the extent  that a Director  elects to treat any portion of
his Deferred Amount as being governed under this Article III, then the following
provisions  under this Article shall be applicable with


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respect to such  Deferred  Amount.  References  to "Deferred  Amount" under this
Article III shall mean that  portion of the  Deferred  Amount which the Director
elects to be governed under this Article.

         3.2.     Insurance Policy.
                  ----------------  
                  After consulting with a Participant,  the Committee, on behalf
of the Company,  shall  obtain a premium  policy or policies of insurance on the
life of the Participant (the "Policy"),  and enter into an appropriate agreement
with the insurance  company,  the terms of which Policy and  agreement  shall be
based upon those the  Committee  deems  advisable,  within its sole  discretion,
subject,  however, to the following provisions prior to the time the Participant
has a Termination of Service.

                  (a)  All  premiums  due on the  Policy  shall  be  paid by the
Company from the Deferred Amount, but shall in no event exceed the Participant's
Deferred Amount.

                  (b) In the event of the death of the Participant, the Company,
its successors or assigns,  shall be entitled to receive from the life insurance
proceeds  under the Policy an amount  equal to the  premiums,  without  interest
thereon, the Company has paid.

                  (c) Any  portion of the death  proceeds  which is in excess of
the amount payable to the Company,  its successors or assigns,  shall be payable
to the person or persons entitled thereto under the Policy.

         3.3.     Ownership Of Policy.
                  -------------------
                  The Policy may reserve to the  Participant,  or his  assignee,
the sole right to change the Beneficiaries for any amount payable  thereunder in
the event of the Participant's  death, but,  notwithstanding  anything herein to
the  contrary,  each and every other right of  ownership of such Policy shall be
reserved solely to, and be absolutely vested in, the Company.

         3.4.     Possession Of Policy.
                  --------------------
                  The Company shall keep possession of the Policy.

         3.5.     Deferred Compensation At Death.
                  ------------------------------
                  In the event that the Participant dies before a Termination of
Service, the Company agrees to pay, out of the general assets of the Company, to
the deceased Participant's  Beneficiary an amount of deferred compensation equal
to the amount  received by the  Company  under  subparagraph  (b) of Section 3.2
hereof.  Such amount may be paid in the manner set forth in Sections 2.4 and 2.5
hereof;  provided,  the  Committee may pay such amount in a lump sum without the
consent of the Participant.

         3.6.     Deferred Compensation At Termination Of Service.
                  -----------------------------------------------
                  Upon the  Participant's  Termination of Service for any reason
other than his death,  the Company  agrees to pay, out of the general  assets of
the Company, to the Participant an amount of deferred  compensation equal to the
then  cash  value of the  Policy on his life.  Such  amounts  may be paid in the
manner set forth in Sections 2.4 and 2.5 hereof; provided, the Committee may pay
such  amount in a lump sum  without  the  consent of the  Participant.  Provided
further,  the Committee may, without the consent of


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the  Participant,  assign and distribute  such Policy to the Participant in full
satisfaction of the Company's liability under this Article III.

-7-

                                   ARTICLE IV.

Other Provisions

         4.1.     Amendment Or Termination.
                  ------------------------
                  The Board of Directors may amend or terminate this Plan at any
time; provided, however, that no amendment or termination shall adversely affect
any prior Awards or then  existing  Deferred  Amounts or rights under this Plan,
and  provided  further  that no  amendment  may be made to the last  sentence of
Section 4.5 hereof.

         4.2.     Expenses.
                  --------
                  The expenses of  administering  the Plan shall be borne by the
Company,  and shall not be charged against any Participant's  Awards or Deferred
Amounts;  provided,  however, that any commissions on premium payments under any
Policy issued  pursuant to Article III hereof shall not be considered an expense
to be borne by the Company.

         4.3.     Applicable Law.
                  --------------  
                  The  provisions of the Plan shall be  construed,  administered
and enforced according to the laws of the State of Oklahoma.

         4.4.     No Trust.
                  --------
                  No action by the Company or its Board of Directors  under this
Plan  shall be  construed  as  creating  a trust,  escrow  or other  secured  or
segregated  fund or  other  fiduciary  relationship  of any kind in favor of any
Participant,  his Beneficiary,  or any other persons  otherwise  entitled to his
Awards or Deferred  Amounts nor, shall any of said persons have rights under any
agreement  or  Policy  in  connection  therewith  between  the  Company  and the
insurance  company,  except the right to designate a Beneficiary of the proceeds
of a Policy upon the death of the Participant as provided herein.  The status of
the Participant and his Beneficiary  with respect to any liabilities  assumed by
the  Company  hereunder  shall be solely  those of  unsecured  creditors  of the
Company.  Any  Policy or any other  asset  acquired  or held by the  Company  in
connection with liabilities  assumed by it hereunder,  shall not be deemed to be
held  under any  trust,  escrow or other  secured  or  segregated  fund or other
fiduciary  relationship  of any kind for the benefit of the  Participant  or his
Beneficiaries  or to be security for the  performance of the  obligations of the
Company, but shall be, and remain, a general,  unpledged,  unrestricted asset of
the  Company at all times  subject to the  claims of  general  creditors  of the
Company.

         4.5.     No Assignability And Successors.
                  -------------------------------
                  Neither the Participant nor any other person shall acquire any
right to or interest in any amount awarded to the Participant, otherwise than by
actual  payment in  accordance  with the  provisions  of


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this Plan, or have any power, voluntarily or involuntarily, to transfer, assign,
anticipate,  pledge,  mortgage or otherwise  encumber,  alienate or transfer any
rights  hereunder in advance of any of the payments to be made  pursuant to this
Plan or any portion thereof. With respect to a Policy issued pursuant to Article
III hereof,  neither the Participant nor his spouse nor any  Beneficiary,  shall
have any rights to transfer, assign,  anticipate,  pledge, mortgage or otherwise
encumber,  alienate or transfer any rights  hereunder in advance of any right to
receive any payments under the Policy, which payments and the rights thereto are
hereby  expressly  declared  to  be  non-assignable  and  non-transferable.  The
obligations  of the  Company  hereunder  shall  be  binding  upon  any  and  all
successors and assigns to the Company.

         4.6.     Withholding.
                  -----------
                  The Company  shall  comply with all federal and state laws and
regulations  respecting  the  withholding,  deposit and payment of any income or
employment  taxes  relating to the payment of Awards or Deferred  Amounts  under
this Plan.

-8-

         4.7.     No Impact On Directorship.
                  -------------------------  
                  This Plan  shall not be  construed  to confer any right on the
part of a  Participant  to be or remain a  Director  or to receive  any,  or any
particular rate of, Compensation.

         4.8.     Interpretations.
                  ---------------  
                  Interpretations  of, and determinations  related to, this Plan
made by the Company in good faith,  including any determinations or calculations
of Awards, Deferred Amounts or Account Balances, shall be conclusive and binding
upon all  parties;  and the Company and the members of the  Committee  shall not
incur  any  liability  to  a  Participant   for  any  such   interpretation   or
determination  so made or for any other  action taken by it in  connection  with
this Plan.

         4.9.     Effective Date.
                  --------------
                  This Plan,  as amended and restated,  shall be effective  from
and after December 31, 1996.


                                             OGE ENERGY CORP.



                             By:
                                ----------------------------------------------  
                                              Steven E. Moore
                                   Chairman of the Board and President




                                      135

