
<PAGE>


                                                                  Exhibit 10.12

                        OKLAHOMA GAS AND ELECTRIC COMPANY
                      RESTORATION OF RETIREMENT INCOME PLAN
                      -------------------------------------


1.       PURPOSES OF THE PLAN
         --------------------

         The Restoration of Retirement  Income Plan For Certain  Participants in
the  Retirement  Plan for  Employees of Oklahoma  Gas and Electric  Company (the
"Plan")  has  been  established  by  Oklahoma  Gas  and  Electric  Company  (the
"Company"),  to provide for the payment of certain  pension and  pension-related
benefits to certain of its participants in the Oklahoma Gas and Electric Company
Employees' Retirement Plan (hereinafter referred to as the "Retirement Plan") on
and after the effective date hereof whose benefits under the Retirement Plan are
restricted by the  limitations  of Sections  401(a)(17)  and 415 of the Internal
Revenue Code of 1986,  as amended (the  "Code"),  so that the total  pension and
pension-related  benefits of such  participants  can be  determined  on the same
basis as is applicable to all other  participants  in the  Retirement  Plan. The
establishment  of this Plan was made  necessary by certain  benefit  limitations
contained in Sections  401(a)(17) and 415 of the Code, which were imposed on the
Retirement  Plan by the  Employee  Retirement  Income  Security  Act of 1974 (as
subsequently  amended  from time to time),  the Tax  Reform  Act of 1986 and the
Revenue  Reconciliation  Act of 1993.  Effective  January 1,  1994,  the Plan is
hereby  amended,  restated and renamed the  Oklahoma  Gas and  Electric  Company
Restoration of Retirement Income Plan.

2.       DEFINITIONS
         -----------
         "Compensation"   shall  mean,   during  an   applicable   period,   the
participant's   Compensation   under  the  Retirement  Plan,  except  that  such
Compensation shall not be limited by Code Section 401(a)(17) as in effect during
such applicable period, and except that such Compensation shall include amounts,
if any,  deferred by the participant for the calendar year in question under the
Oklahoma Gas and Electric Company Restoration of Retirement Savings Plan.

         Other terms are  defined in this Plan,  and,  if  necessary,  reference
should be made to the Retirement Plan for the meaning of any  capitalized  terms
not herein defined unless otherwise stated or implied by the context hereof.

3.       ADMINISTRATION
         --------------
         This  Plan  shall  be  administered  by a  committee  (the  "Retirement
Committee," which shall consist of the same members as the Retirement  Committee
that administers the Retirement Plan unless  otherwise  changed by action of the
Company's Board of Directors) which shall  administer it in a manner  consistent
with the administration of the Retirement Plan, as from time to time amended and
in effect, except that this Plan shall be administered as an unfunded plan which
is not  intended to meet the  qualification  requirements  of Section 401 of the
Internal Revenue Code of 1986, as amended.  The Retirement  Committee shall have
full power and authority to interpret, construe and administer this Plan and the
Retirement  Committee's  interpretations and construction  thereof,  and actions
thereunder,  including  the  amount  or  recipient  of the  payments  to be made
therefrom, shall be binding and conclusive on all persons for all purposes.


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<PAGE>


4.       ELIGIBILITY
         -----------
         Participants  in the Retirement  Plan whose pension or  pension-related
benefits  under the Retirement  Plan are limited by (i) the  provisions  thereof
relating to the maximum benefit limitations of Section 415 of the Code (the "415
Limit"),  or (ii) the  limitation  on  includible  Compensation  under  the Code
401(a)(17),  as in effect on and after January 1, 1989,  and as adjusted  and/or
amended  from time to time  (the  "401(a)(17)  Limit"),  shall be  eligible  for
benefits under this Plan. In no event shall a participant who is not entitled to
benefits under the Retirement Plan be eligible for a benefit under this Plan.

5.       AMOUNT OF BENEFIT
         -----------------
         The  benefits   payable  to  a  participant   or  his   beneficiary  or
beneficiaries under this Plan shall be equal to the excess, if any, of:

         (a) the benefits  which would have been paid on or after July 14, 1987,
to such participant, or on his behalf to his beneficiary or beneficiaries, under
the Retirement Plan, if the provisions of the Retirement Plan were  administered
without regard to the 415 Limit or the 401(a)(17) Limit, over

         (b) the  benefits  which are  payable  to such  participant,  or on his
behalf to his beneficiary or beneficiaries, under the Retirement Plan.

         In making this  computation,  it is intended that the recipient  should
receive  an  amount  from  this Plan  which  would  enable  him to  purchase  an
individual  annuity  that  would  produce a monthly  benefit,  after  payment of
applicable  Federal,  State and local income taxes on the distribution from this
Plan at the maximum rates in effect in the year of receipt, equal to the monthly
benefit,  after  payment of such income  taxes,  that the  recipient  would have
received under the Retirement  Plan had Sections  401(a)(17) and 415 of the Code
not been  applicable  thereto,  less the  benefits  which are payable  under the
Retirement Plan.

         Benefits  payable under this Plan to any recipient shall be computed in
accordance with the foregoing and with the objective that such recipient  should
receive  under this Plan and the  Retirement  Plan that total amount which would
have been payable to that recipient solely under the Retirement Plan had the 415
Limit and the 401(a)(17)  Limit not been applicable  thereto.  In the event that
the maximum  amount of retirement  income  limitation  of Section  401(a)(17) or
Section 415 of the Code as set forth in the Retirement  Plan is increased  after
the date of  commencement  of the  participant's  retirement  income  under  the
Retirement Plan due to any cost-of-living  adjustment  announced by the Internal
Revenue  Service  pursuant to the  provisions  of Section  401(a)(17) or Section
415(d)  of the  Code  and if,  as a  result  of such  increase,  the  amount  of
retirement  income  or  other  benefit  payable  under  the  Retirement  Plan is
increased, the amount of the retirement income or other benefit payable to or on
behalf of the participant under the Plan will be  correspondingly  reduced.  If,
because the date that the amount of such cost-of-living  adjustment announced by
the Internal Revenue Service is after the effective date of such adjustment,  or
because of any other reason,  the  participant or his beneficiary has received a
retroactive  increase in the amount of the benefit  payable on his behalf  under
the Retirement Plan that causes the benefits that he receives under this Plan to
be in excess of the  amounts  that are due  under  the Plan,  the  excess of the
benefits that have actually been paid to or on behalf of the  participant  under
this Plan over the amounts that are due under this Plan shall be  forfeited  and
must be refunded to the Company or the participant's Employer by the participant
or, if  applicable,  his  beneficiary,  in a manner  suitable to the  Retirement
Committee.


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<PAGE>

6.       PAYMENT OF BENEFITS
         -------------------
         Payment of  benefits  under this Plan shall be made only when,  and if,
the  participant  is entitled to benefits under the  Retirement  Plan.  Payments
shall  be made in a lump  sum on the  participant's  actual  retirement  date or
within 30 days thereafter.

7.       PARTICIPANT'S RIGHTS
         --------------------
         A participant or  beneficiary  who feels he is being denied any benefit
or right  provided under this Plan must file a written claim with the Retirement
Committee.  All  such  claims  shall  be  submitted  on a form  provided  by the
Retirement  Committee  which  shall  be  signed  by the  claimant  and  shall be
considered filed on the date the claim is received by the Retirement Committee.

         Upon the  receipt of such a claim and in the event the claim is denied,
the Retirement  Committee shall, within 90 days after its receipt of such claim,
provide such claimant a written  statement which shall be delivered or mailed to
the claimant by certified or registered  mail to his last known  address,  which
statement shall contain the following:


         (a)      the specific reason or reasons for the denial of benefits;


         (b) a specific  reference to the  pertinent  provisions of this Plan or
the Retirement Plan upon which the denial is based;


         (c) a description  of any additional  material or information  which is
necessary; and


         (d)      an explanation of the review procedure provided below;

provided,  however, in the event that special circumstances require an extension
of time for processing the claim,  the Retirement  Committee  shall provide such
claimant  with such written  statement  described  above not later than 180 days
after  receipt of the  claimant's  claim,  but,  in such event,  the  Retirement
Committee  shall furnish the claimant,  within 90 days after its receipt of such
claim,  written  notification  of the  extension  explaining  the  circumstances
requiring such  extension and the date that it is anticipated  that such written
statement will be furnished.

         Within 60 days  after  receipt of a notice of a denial of  benefits  as
provided  above,  if the claimant  disagrees  with the denial of  benefits,  the
claimant or his authorized  representative  must request,  in writing,  that the
Retirement  Committee  review  his claim and may  request  to appear  before the
Retirement  Committee for such review. In conducting its review,  the Retirement
Committee  shall consider any written  statement or other evidence  presented by
the  claimant  or his  authorized  representative  in support of his claim.  The
Retirement  Committee shall give the claimant and his authorized  representative
reasonable  access to all pertinent  documents  necessary for the preparation of
his claim.

         Within 60 days after receipt by the  Retirement  Committee of a written
application for review of his claim,  the Retirement  Committee shall notify the
claimant of its decision by delivery or by certified or  registered  mail to his
last known address;  provided,  however, in the event that special circumstances
require an extension of


                                      144
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time for processing such application,  the Retirement  Committee shall so notify
the  claimant  of its  decision  not later than 120 days  after  receipt of such
application,  but, in such event,  the  Retirement  Committee  shall furnish the
claimant,  within  60  days  after  its  receipt  of such  application,  written
notification  of the  extension  explaining  the  circumstances  requiring  such
extension  and the  date  that  it is  anticipated  that  its  decision  will be
furnished.  The  decision of the  Retirement  Committee  shall be in writing and
shall  include the  specific  reasons  for the  decision  presented  in a manner
calculated to be  understood by the claimant and shall contain  reference to all
relevant Plan  provisions  on which the decision was based.  The decision of the
Retirement Committee shall be final and conclusive.

         A participant shall not be entitled to any payments from the trust fund
maintained  under the  Retirement  Plan on the basis of any benefits to which he
may be entitled under this Plan.  All benefits  payable under this Plan to or on
behalf of  participants  who were employed by the Company shall be paid from the
general  assets of the Company and all  benefits  payable to or on behalf of the
participants who were employed by any other Employer which has adopted this Plan
with the  consent of the Company  shall be paid from the general  assets of such
Employer.  The  Company  or such other  Employer  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 or such other Employer,  in its sole  discretion,  does establish such a
fund or account,  no participant,  his beneficiary or beneficiaries or any other
person  shall  have,  under any  circumstances,  any  interest  whatever  in any
particular  property or assets of the Company or of any other Employer by virtue
of  this  Plan,  and  the  rights  of  the   participant,   his  beneficiary  or
beneficiaries  or any other  person  who may claim a right to  receive  benefits
under  this Plan  shall be no  greater  than the  rights of a general  unsecured
creditor of the Company or such other Employer.

8.       ACTUARIAL EQUIVALENTS
         ---------------------
         In determining actuarially equivalent values for purposes of this Plan,
such actuarial assumptions  (including  assumptions as to mortality and interest
rates) as are adopted by the Retirement  Committee for the purposes of this Plan
shall  be  used.  Such  assumptions  may,  but  need  not,  be the  same  as the
corresponding assumptions used under the Retirement Plan.

9.       AMENDMENT AND DISCONTINUANCE
         ----------------------------
         The  Board  of  Directors  of the  Company  may at any  time  amend  or
discontinue this Plan. However, if this Plan should be amended and discontinued,
the Company or any other  Employer  which has adopted this Plan, as the case may
be, shall be liable for any benefits  accrued  under this Plan as of the date of
such action for  participants  who are or have been employed by the Company,  or
such  other  Employer,  where such  accrued  benefits  shall be the  actuarially
determined  benefits as of such date of amendment or  discontinuance  which each
participant or his beneficiary or beneficiaries is receiving under this Plan or,
with respect to  participants  who are in the  employment  of the Company or any
other  Employer  which has  adopted  this  Plan on such  date,  which  each such
participant  would  have  received  as of  such  date,  under  this  Plan if his
employment had terminated as of the date of amendment or discontinuance.


10.      RESTRICTION ON ASSIGNMENT
         -------------------------
         The benefits provided  hereunder are intended for the personal security
of persons entitled to payment under this Plan and are not subject in any manner
to the debts or other  obligations of the persons to whom they are payable.  The
interest of any participant or his beneficiary or beneficiaries may not be sold,
transferred,  assigned,  or  encumbered  in any manner,  either  voluntarily  or
involuntarily,  and any  attempt so to  anticipate,  alienate,  sell,  transfer,
assign,  pledge,  encumber,  or charge the same shall be null 


                                      145
<PAGE>

and void;  neither shall the benefits  hereunder be liable for or subject to the
debts, contracts, liabilities,  engagements, or torts of any person to whom such
benefits  or funds  are  payable,  nor shall  they be  subject  to  garnishment,
attachment,  or other legal or  equitable  process nor shall they be an asset in
bankruptcy.

         If a participant  or any other person  entitled to a benefit under this
Plan becomes  bankrupt or makes an assignment for the benefit of creditors or in
any way suffers a lien or judgment  against his personal  assets,  or in any way
attempts to anticipate,  alienate,  sell, assign,  pledge,  encumber or charge a
benefit, right or account, then such benefit, right or account in the discretion
of the Retirement Committee may cease and terminate.

11.      CONTINUED EMPLOYMENT
         --------------------
         Nothing contained in this Plan shall be construed as conferring upon an
employee  the right to  continue in the  employment  of the Company or any other
Employer in any capacity or as otherwise affecting the employment relationship.

12.      LIABILITY OF RETIREMENT COMMITTEE
         ---------------------------------
         No  member of the  Retirement  Committee  shall be liable  for any loss
unless resulting from his own fraud or willful  misconduct,  and no member shall
be personally liable upon or with respect to any agreement,  act, transaction or
omission executed,  committed or suffered to be committed by himself as a member
of the Retirement  Committee or by any other member,  agent,  representative  or
employee  of  the  Retirement  Committee.   The  Retirement  Committee  and  any
individual  member of the  Retirement  Committee  and any agent thereof shall be
fully  protected  in  relying  upon the  advice  of the  following  professional
consultants or advisors employed by the Company or the Retirement Committee: any
attorney  insofar as legal  matters are  concerned,  any  accountant  insofar as
accounting  matters are concerned,  and any actuary insofar as actuarial matters
are concerned.

13.      INDEMNIFICATION
         ---------------
         The Company hereby  indemnifies and agrees to hold harmless the members
of the Retirement  Committee and all directors,  officers,  and employees of the
Company and of any other  Employer  which has adopted  this Plan against any and
all parties whomsoever, and all losses therefrom,  including without limitation,
costs of defense and  attorneys'  fees,  based upon or arising out of any act or
omission  relating  to,  or in  connection  with  this Plan  other  than  losses
resulting from such person's fraud or willful misconduct.

14.      TERMINATION OF SERVICE FOR DISHONESTY
         -------------------------------------
         If  a  participant's   service  with  the  Company  or  other  Employer
participating in this Plan, is terminated because of dishonest conduct injurious
to the Company or such other Employer,  or if dishonest conduct injurious to the
Company or such other  Employer  committed by a participant is determined by the
Company  during the  lifetime of the  participant  and within one year after his
service with the Company or such other  Employer is  terminated,  the Retirement
Committee may terminate  such a  participant's  interest and benefits under this
Plan.

         The dishonest  conduct  injurious to the Company or any other  Employer
participating  in this Plan  committed by a participant  shall be determined and
decided by the  Retirement  Committee  only after a full  investigation  of such
alleged  dishonest  conduct and an opportunity has been given the participant to
appear


                                      146
<PAGE>


before the  Retirement  Committee to present his case.  The decision made by the
Retirement   Committee  in  such  cases  shall  be  final  and  binding  on  all
participants and other persons affected by such decision.

15.      BINDING ON EMPLOYER, PARTICIPANTS AND THEIR SUCCESSORS
         ------------------------------------------------------
         This Plan shall be binding upon and inure to the benefit of the Company
and to any other  Employers  participating  in this Plan,  their  successors and
assigns and the participant and his heirs, executors,  administrators,  and duly
appointed legal representatives.

16.      RIGHTS OF AFFILIATES TO PARTICIPATE
         -----------------------------------
         Any Employer  participating  in the Retirement Plan may, in the future,
adopt this Plan with the consent of the Company  provided  the proper  action is
taken by the board of directors of such Employer.  The administrative powers and
control of the Company, as provided in this Plan, shall not be deemed diminished
under this Plan by reason of the  participation  of any other  Employer  and the
administrative  powers and control granted hereunder to the Retirement Committee
shall be binding upon any Employer  adopting this Plan.  Each Employer  adopting
this Plan shall have the obligation to pay the benefits to its  participants who
were  in its  employment  hereunder  and  no  other  Employer  shall  have  such
obligation  and  any  failure  by a  particular  Employer  to  live  up  to  its
obligations  under  this Plan shall  have no effect on any other  Employer.  Any
Employer may discontinue  this Plan at any time by proper action of its board of
directors subject to the provisions of Section 9.

17.      LAW GOVERNING
         -------------
         This Plan shall be  construed  in  accordance  with and governed by the
laws of the State of Oklahoma.

18.      EFFECTIVE DATE
         --------------
         This Plan shall be effective as amended,  restated and renamed  January
1, 1994, with respect to payments made to or on behalf of participants under the
Retirement Plan on and after such date.


                                      147
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                             AMENDMENT NO. 1 TO THE
                  OKLAHOMA GAS AND ELECTRIC COMPANY RESTORATION
                            OF RETIREMENT INCOME PLAN
                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1994
                -------------------------------------------------


         Oklahoma  Gas  and  Electric  Company,  an  Oklahoma  corporation,   in
accordance  with the  authority  contained  in Section 9 of the Oklahoma Gas and
Electric  Company  Restoration  of Retirement  Income Plan (the "Plan"),  hereby
amends the Plan, effective as of January 1, 1994, as follows:


         1.  The  first  paragraph  of  Section  2 of the  Plan,  which  defines
         "Compensation"  for  purposes  of the Plan,  is hereby  deleted  in its
         entirety and replaced by the following paragraph:


                  "Compensation"  shall mean, during an applicable  period,  the
                  participant's  Compensation  under the Retirement Plan, except
                  that  (i)  such  Compensation  shall  not be  limited  by Code
                  Section 401(a)(17) as in effect during such applicable period,
                  (ii) such Compensation shall include amounts, if any, deferred
                  by the participant for the calendar year in question under the
                  Oklahoma Gas and Electric  Company  Restoration  of Retirement
                  Savings  Plan,  and  (iii)  such  Compensation  shall  include
                  bonuses  payable  pursuant to the  Oklahoma  Gas and  Electric
                  Annual  Incentive  Plan.  Such  bonuses  shall be  included as
                  Compensation for purposes of the Plan in the year in which the
                  services   to  which  the   bonuses   relate  are   performed,
                  notwithstanding  the fact that the  bonuses  are not  actually
                  declared and paid to participants until the following year."

        2.      Subsection (a) of Section 5 of the Plan is hereby deleted in its
                entirety and replaced by the following new subsection (a):

                  "(a) the benefits  which would have been paid on or after July
                  14,  1987,  to  such  participant,  or on  his  behalf  to his
                  beneficiary or  beneficiaries,  under the Retirement  Plan, if
                  the provisions of the Retirement  Plan were  administered  (i)
                  using the definition of Compensation contained in Section 2 of
                  the Plan  and  (ii)  without  regard  to the 415  Limit or the
                  401(a)(17) Limit, over"

        3.      Section 6 of the Plan is hereby  amended by adding the following
                paragraphs to the end of this Section:

                  " In addition, if a retired participant is entitled to a bonus
                  under the Oklahoma Gas and Electric  Company Annual  Incentive
                  Plan and such  participant's  bonus is declared and paid after
                  he has already  received  payment of his  benefits  under this
                  Plan,  then  such  participant  shall  receive  an  additional
                  payment of benefits under this Plan. Such  additional  payment
                  shall  equal the  difference  between  the  benefit  that such
                  participant  would have been entitled to receive had the bonus
                  been  included  in  his  Compensation  when  his  benefit  was
                  originally  computed,  and the benefit  actually  paid to such
                  participant.

                           Notwithstanding   the   foregoing,   the   Retirement
                  Committee may  accelerate  payments in the event of changes in
                  the tax laws or accounting  principles adversely affecting the
                  Plan and its effect on the Company,  the participants or


                                      148
<PAGE>

                their  beneficiaries.  Nothing contained herein shall enable the
                Retirement  Committee  to  accelerate  payments  because  of the
                financial  condition  of the  Company as opposed to the  adverse
                effect on the Company,  the participants or their  beneficiaries
                arising  out of  the  good  and  substantial  reasons  described
                herein.  In addition,  effective January 1, 1994, the Retirement
                Committee  may  in  its  sole  discretion  delay  payment  to  a
                participant under the Plan,  notwithstanding any election to the
                contrary by such participant, until the participant is no longer
                a  'covered  employee'  under  Section  162(m) of the  Code,  as
                amended  from time to time,  its  legislative  history,  and any
                regulations promulgated thereunder."


                                      149
<PAGE>


                              AMENDMENT NUMBER TWO
                                     TO THE
                        OKLAHOMA GAS AND ELECTRIC COMPANY
                      RESTORATION OF RETIREMENT INCOME PLAN
                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1994
                -------------------------------------------------

         Oklahoma  Gas  and  Electric  Company,  an  Oklahoma  corporation  (the
"Company"),  in  accordance  with the  authority  contained  in Section 9 of the
Oklahoma Gas and Electric  Company  Restoration  of Retirement  Income Plan (the
"Plan),  hereby  amends  the Plan,  effective  as of the  effective  date of the
reorganization  of the  Company and its  affiliates  (whereby  the Company  will
become a wholly-owned subsidiary of OGE Energy Corp.), as follows:

        1.      Section 2 of the Plan is hereby  amended by replacing the words,
                "Oklahoma Gas and Electric  Company  Employees'  Restoration  of
                Retirement  Savings  Plan"  with the  words  "OGE  Energy  Corp.
                Employees' Restoration of Retirement Savings Plan."



                                      150
