
<PAGE>



                                                                   EXHIBIT 10.13

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


1.       PURPOSE OF THE PLAN
         ------------------- 
         Effective  July  14,  1987,  Oklahoma  Gas and  Electric  Company  (the
"Company")  established  the  Restoration  of Thrift  Benefits  Plan For Certain
Participants  in the Oklahoma Gas and Electric  Company  Employees'  Thrift Plan
(the  "Plan").  The purpose of the Plan is to benefit  certain  employees  whose
participation  in and  benefits  under the  Oklahoma  Gas and  Electric  Company
Employees' Thrift Plan (the "Thrift Plan") are limited by certain  provisions in
the Internal Revenue Code of 1986, as amended (the "Code"),  including,  without
limitation, Sections 401(a)(17), 401(k)(3), 401(m), 402(g), and 415 of the Code.

         The Thrift Plan has been amended, restated and renamed the Oklahoma Gas
and Electric Company Employees' Retirement Savings Plan (the "Retirement Savings
Plan"),  effective  December 1, 1993. The Plan is hereby  amended,  restated and
renamed the Oklahoma Gas and Electric Company  Restoration of Retirement Savings
Plan, effective January 1, 1994, except where indicated otherwise.

2.       DEFINITIONS
         -----------
         For  purposes of this Plan,  the  capitalized  terms in this  Section 2
shall  have  the  following  meanings,  unless  the  context  clearly  indicates
otherwise.  To the extent that a capitalized term is not defined in this Section
2 or elsewhere in the Plan, such term shall have the same meaning as ascribed to
it in the Retirement Savings Plan.

        2.1.   Participant.   The  term   "Participant"   means   any   Employee
               -----------
participating in the Retirement Savings Plan whose participation in and benefits
under the Retirement Savings Plan are limited by Section 401(a)(17) of the Code.

        2.2.  Employee.  The term "Employee" means every common-law  Employee of
              -------- 
the  Company  and any  Subsidiaries  that are  participating  in the  Retirement
Savings Plan.

        2.3.  Beneficiary.  The term "Beneficiary" means the person,  persons or
              ----------- 
trust  designated  to  receive a benefit  under  this Plan  after the death of a
Participant.  This shall be the same person, persons or trust as the Participant
elects pursuant to Section 3.8 of the Retirement Savings Plan. Upon the death of
a  Participant,  the  Beneficiary  shall  receive,  as soon as  administratively
feasible, a distribution of the balance of such Participant's Salary Restoration
Account.

        2.4.  Compensation.  The term "Compensation"  shall be defined as in the
              ------------
Retirement  Savings Plan,  including  Employee  Tax-Deferred  Contributions made
thereunder,  except that such term shall not be limited to the first $150,000 of
the  Participant's  Compensation  or such other  applicable  limit under Section
401(a)(17) of the Code, as adjusted  and/or amended from time to time, and shall
include deferrals made pursuant to Section 5 hereof.

        2.5. Plan Year.  The term "Plan Year" means the  administrative  year of
             ---------
the Plan,  and any trust  established  for purposes of funding the Plan,  ending
each December 31.


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<PAGE>

        2.6.   Employee   Tax-Deferred   Contributions.   The   term   "Employee
               ---------------------------------------
Tax-Deferred   Contributions"   is  the  term  sometimes  used  to  refer  to  a
Participant's Tax-Deferred Contributions under the Retirement Savings Plan.

        2.7. Valuation Date. The term "Valuation Date" means a quarterly date as
             --------------
of which accounts of Participants herein are adjusted.  Such dates shall fall on
the  last  day of each  calendar  quarter  or on such  other  dates  as shall be
determined from time to time by the Committee.

3.       ADMINISTRATION
         --------------
         This Plan shall be administered by a committee (the "Committee,"  which
shall consist of the same members as the Company's Employees' Financial Programs
Committee  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  Savings Plan, as from time to time amended and
in effect,  except as provided hereunder to the contrary and except further that
this Plan shall be  administered  as an unfunded  plan which is not  intended to
meet the  qualification  requirements  of Section 401 of the Code. The Committee
shall have full power,  authority  and  discretion  to  interpret,  construe and
administer  this  Plan  and the  Committee's  interpretations  and  construction
thereof,  and  actions  thereunder,  including  the amount or  recipient  of any
payment to be made therefrom, shall be binding and conclusive on all persons for
all purposes, to the maximum extent permitted by law.

4.       ELIGIBILITY
         -----------
         Participants  in  the  Retirement  Savings  Plan  whose  ability  to be
credited with Company Matching  Contributions pursuant to the Retirement Savings
Plan on 6% of Compensation is limited by Section 401(a)(17) of the Code shall be
eligible to  participate  in this Plan. In no event shall a  Participant  who is
ineligible  to  participate  in the  Retirement  Savings  Plan  be  eligible  to
participate in this Plan.

5.       PARTICIPANT CONTRIBUTIONS
         -------------------------
         5.1.  Each  Participant  may  elect  to defer a  portion  of his or her
Compensation  through the execution of a Salary Deferral Agreement.  The Company
shall  credit the amount of  Compensation  so deferred to a Savings  Restoration
Account established on behalf of the Participant, such credit to be effective on
the date on which the deferred  amounts would have been payable to a Participant
as if he had not made a Salary Deferral Agreement.  No amount may be so deferred
or credited for a Plan Year unless the Participant has made the maximum Employee
Tax-Deferred  Contributions  permitted for such Participant under the Retirement
Savings  Plan for such Plan Year.  The maximum  amount which may be deferred and
credited under this  subparagraph in a Plan Year is 15% of Compensation for such
year less amounts  contributed by the Participant to the Retirement Savings Plan
for such year.  Such deferral  election  shall be made prior to the beginning of
the calendar year during which such Compensation is earned. For the first year a
Participant  is eligible to  participate  in the Plan,  the election may be made
within  30 days of the  date a  Participant  becomes  eligible  to  participate,
provided, however, that such elections shall be prospective and shall apply only
to Compensation earned after the election is made.

         5.2.  Notwithstanding  the  preceding  paragraph,  effective for Salary
Deferral  Agreements  made  with  respect  to  Compensation  earned on and after
January 1, 1994, a Participant  entering into a Salary Deferral  Agreement shall
make the following elections, on a form to be provided by the Committee:


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         (a)      The  percentage  of  Compensation  to be deferred  and thereby
                  credited to his or her Savings Restoration Account; and

         (b)      One of the following forms of payment--
                  (i) Lump Sum immediately following  Retirement;  (ii) Lump sum
                  one (1)  year  following  Retirement;  (iii)  Lump sum two (2)
                  years  following  Retirement;  (iv)  Lump sum  three (3) years
                  following  Retirement;  (v) Lump sum four (4) years  following
                  Retirement;   or  (vi)  Lump  sum  five  (5)  years  following
                  Retirement.

                  Such lump sum  payment  shall be made no earlier  than 30 days
                  and no  later  than 60 days  after  the  Valuation  Date  next
                  succeeding the Participant's Retirement date or the applicable
                  anniversary  date of the  Participant's  Retirement.  For this
                  purpose,  "Retirement"  shall mean Normal or Early  Retirement
                  under  the  Oklahoma  Gas  and  Electric  Company   Employees'
                  Retirement Plan.  Notwithstanding  the Participant's  election
                  under this Section,  payment of benefits to a Participant  who
                  terminates  employment for reasons other than Retirement shall
                  be governed by Section 8.2.


         The Participant may enter into a new Salary Deferral Agreement for each
Plan Year. If a Participant does not enter into a new Salary Deferral  Agreement
for a particular  Plan Year,  the most recent Salary  Deferral  Agreement  shall
continue  in effect  with  respect to both the amount  deferred  and the form of
payment.  The Company or its delegee  shall  maintain any accounts  necessary to
keep  deferrals  made pursuant to each Salary  Deferral  Agreement,  any Company
Supplementary  Matching Amounts  allocable  thereto,  and earnings and/or losses
allocable to such deferrals and related Company  Supplementary  Matching Amounts
separate  from  amounts   attributable  to  other  Salary  Deferral  Agreements.
Notwithstanding the preceding sentence,  all amounts deferred pursuant to Salary
Deferral  Agreements that were effective for  Compensation  earned in Plan Years
prior to January 1, 1994 may be maintained in Accounts  pursuant to the terms of
this Plan as in effect prior to such date.

6.       COMPANY CONTRIBUTIONS
         ---------------------
         6.1. The Company shall credit each  Participant's  Savings  Restoration
Account with the Company  Supplementary  Matching  Amount,  if any, to which the
Participant is entitled.  The Company Supplementary  Matching Amount shall equal
the excess of (i) the Company  Matching  Contribution  that would have been made
under  the  Retirement  Savings  Plan  in a Plan  Year  if the  first  6% of the
Participant's  Compensation  deferred  in the  aggregate  under  the  Retirement
Savings  Plan and this Plan were  treated as  additional  Employee  Tax-Deferred
Contributions,  without  regard  to any  limitations  on such  Company  Matching
Contributions contained in the Retirement Savings Plan due to the application of
Sections 401(a)(17),  401(k)(3),  401(m),  402(g),  and/or 415 of the Code, over
(ii) the actual Company Matching  Contribution made under the Retirement Savings
Plan net of any forfeiture and return of such Company Matching Contribution made
thereunder.


                                      153
<PAGE>


         6.2. Company Supplementary  Matching Amounts contributed on behalf of a
Participant  for Plan Years  commencing on and after  January 1, 1994,  shall be
maintained  in separate  accounts for each such Plan Year as provided in Section
5.2. Such Company  Supplementary  Matching  Amounts shall be  distributed in the
form elected by the  Participant  in the Salary  Deferral  Agreement made by the
Participant  for the Plan  Year for  which the  Company  Supplementary  Matching
Amounts were contributed, as set out in Section 5.2 hereof.

7.       VESTING
         -------
         The Company Supplementary  Matching Amounts shall vest according to the
vesting  schedule  applicable  to  Company  Matching   Contributions  under  the
Retirement  Savings Plan,  except that a  termination  of service shall have the
same  effect as five  consecutive  "One-Year  Periods  of  Severance"  under the
Retirement Savings Plan.  Forfeitures of unvested amounts shall be considered as
an advance  upon the Company  Supplementary  Matching  Amounts  under  Section 6
hereof,  or,  if no  further  contributions  are to be  made  thereunder  by the
Company,  shall be credited to the  Company.  All other  amounts  shall be fully
vested at all times.

8.       DISTRIBUTION OF BENEFITS
         ------------------------
         8.1.  With respect to deferrals  made prior to January 1, 1994,  vested
Company  Supplementary  Matching Amounts allocable thereto,  and earnings and/or
losses  allocable to such  deferrals and related  vested  Company  Supplementary
Matching  Amounts,  distributions  must  commence no earlier than 30 days and no
later than 60 days after the Valuation Date next  succeeding  the  Participant's
termination of service for any reason including retirement, and shall be made in
a lump sum.

         8.2. With respect to deferrals made on or after January 1, 1994, vested
Company  Supplementary  Matching Amounts allocable thereto,  and earnings and/or
losses  allocable to such  deferrals and related  vested  Company  Supplementary
Matching  Amounts,  distributions on account of Normal or Early Retirement under
the Oklahoma Gas and Electric Company Employees'  Retirement Plan shall commence
pursuant  to the form of  distribution  elected  under  each  applicable  Salary
Deferral Agreement, as provided in Section 5.2, and shall be made in a lump sum.
Distributions  on account of  termination  of service for any other  reason must
commence no earlier  than 30 days and no later than 60 days after the  Valuation
Date next succeeding the Participant's termination of service, and shall be made
in a lump sum.

         8.3. No in-service withdrawals or Participant loans are available under
the Plan. The Committee,  within its sole discretion, is empowered to accelerate
the  payment of a  Participant's  Savings  Restoration  Account  balance to such
Participant or his or her Beneficiary, whether before or after the Participant's
termination  of service,  in the event of  unanticipated  emergencies  caused by
events beyond the control of the  Participant  or his or her  Beneficiary  which
would result in severe financial  hardship to the individual if early withdrawal
were not  permitted,  with the  amount of the early  withdrawal  limited  to the
amount  necessary  to meet the  emergency.  The  Committee  may also  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
their  Beneficiaries.  Nothing  contained  herein shall enable the  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.


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<PAGE>

9.       INVESTMENT CREDIT
         -----------------
         9.1.  Prior to each  January 1, the  Committee  shall choose one of the
Investment  Funds provided in Section 8.1 of the Retirement  Savings Plan, other
than the OG&E  Common  Stock  Fund,  as the  basis for  crediting  Participants'
Savings  Restoration  Accounts with imputed  earnings (or losses) thereon during
the upcoming Plan Year. A Participant may not direct  investments  regarding his
or her Savings Restoration Account.

         9.2. On each Valuation Date, the Company shall calculate the percentage
rate of return earned (or lost) by the Investment Fund chosen by the Committee.

         9.3.  Until  a  Participant's  Savings  Restoration  Account  is  fully
distributed, and for so long as such Account has a positive balance, the Company
shall credit a Participant's Account with an amount equal to the product of such
Participant's  average daily  Account  balance and such rate of income (or loss)
during the Valuation Period.

10.      PARTICIPANT'S RIGHTS
         --------------------
        10.1.  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  Participants
who were  employed by any other  Employer  which has adopted  this Plan shall be
paid  from  the  general  assets  of  such  Employer.  The  Company  or  another
participating Employer may, in its sole discretion, establish a separate fund or
account to make payment of benefits to a Participant  or his or her  Beneficiary
or Beneficiaries hereunder.  Whether or not the Company or another participating
Employer,  in its sole  discretion,  does establish  such a fund or account,  no
Participant,  his or her 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 or her 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.  The Participant shall not be entitled to any payments from
the trust fund maintained under the Retirement  Savings Plan on the basis of any
benefits to which he or she may be entitled under this Plan, and the Participant
shall  not be  entitled  to  direct  investments  regarding  his or her  Savings
Restoration Account.

        10.2.  Except as required for federal income tax  withholding  purposes,
assignment  of benefits  under the Plan or their  pledge or  encumbrance  in any
manner shall not be permitted or recognized  under any  circumstances  nor shall
such  benefits be subject to  attachment  or other  legal  process for the debts
(including  payments  for  alimony  or  support)  of  any  Participant,   former
Participant or Beneficiary.

        10.3. If the Committee shall find that a Participant, former Participant
or  Beneficiary  is unable to care for his or her affairs  because of illness or
accident,  or is a minor, or has died, the Committee may direct that any payment
due him,  unless claim therefor  shall have been made by a duly appointed  legal
representative,  shall be paid to his or her spouse,  a child, a parent or other
blood relative or to a person with whom he or she resides,  and any such payment
so made shall be in complete discharge of the liabilities of the Plan therefor.

        10.4. Subject to all applicable laws relating to unclaimed property,  if
the  Committee or its delegee mails by  registered  or certified  mail,  postage
prepaid,  to  the  last  known  address  of  a  Participant  or  Beneficiary,  a
notification that he or she is entitled to a distribution hereunder,  and if the
notification   is


                                      155
<PAGE>

returned by the United States Postal Service as being undeliverable  because the
addressee  cannot be located at the address  indicated  and if the Committee and
its delegee have no knowledge of such Participant's or Beneficiary's whereabouts
within 3 years from the date the notification  was mailed,  or if within 3 years
from the date the  notification was mailed to such Participant or Beneficiary he
or she does not respond thereto by informing the Committee or its delegee of his
or her  whereabouts,  then,  and in either of said events,  upon the December 31
coincident with or next succeeding the third  anniversary of the mailing of such
notification,  the then undistributed  amount in the Savings Restoration Account
of such  Participant or  Beneficiary  shall be paid to the person or persons who
would  have been  entitled  to take such  share in the event of the death of the
Participant or Beneficiary  whose  whereabouts  are unknown,  assuming that such
death  occurred as of the December 31  coincident  with or next  succeeding  the
third anniversary of the mailing of such notification.

        10.5. No  Participant,  former  Participant  or Beneficiary or any other
person  shall have any  interest in or right under this Plan,  or in any part of
the assets or earnings held in any trust  established for the purpose of funding
this Plan, except as an unsecured general creditor of the Company.

        10.6.  Whenever in the administration of the Plan action by the Board of
Directors  (with respect to  contributions)  or the  Committee  (with respect to
eligibility  or  classification  of  Employees,  contributions  or  benefits) is
required,  such  action  shall be uniform  in nature as  applied to all  persons
similarly situated.

        10.7.  Any action by Oklahoma Gas and Electric  Company  pursuant to the
provisions  of the Plan  shall be  evidenced  by a  resolution  of the  Board of
Directors  certified  by its  secretary  or  assistant  secretary  or by written
instrument  executed by any person  authorized by the Board of Directors to take
such  action,  and any  fiduciaries  shall  be  fully  protected  in  acting  in
accordance with any such written instrument or resolution received by them.

        10.8.  In case any  provisions  of this Plan shall be held  unlawful  or
invalid  for any  reason,  the  illegality  or  invalidity  shall not affect the
remaining parts, and the Plan shall be construed and enforced as if the unlawful
or invalid provisions had never been inserted.

11.      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  Participant's
Savings   Restoration   Account  balance  as  of  such  date  of  amendment  and
discontinuance.

12.      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 or her 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 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.


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<PAGE>

         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 or her personal assets, or in any
way attempts to anticipate, alienate, sell, assign, pledge, encumber or charge a
benefit,  right  or  account,  then  such  benefits,  right  or  account  in the
discretion of the Committee may cease and terminate.

13.      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.

14.      LIABILITY OF THE COMMITTEE
         -------------------------- 
         No  member  of the  Committee  shall  be  liable  for any  loss  unless
resulting from his or her 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 or herself
as a member of the Committee or by any other member,  agent,  representative  or
employee of the Committee.  The Committee and any individual  member thereof 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
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.

15.      INDEMNIFICATION
         ---------------
         The  Company  hereby  indemnifies  and  agrees  to  hold  harmless  and
indemnify  the  members  of the  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.

16.      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 or
her  service  with the  Company  or such  other  Employer  was  terminated,  the
Committee  may terminate  such  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  Committee  only  after a full  investigation  of  such  alleged
dishonest  conduct and an opportunity  has been given the  Participant to appear
before  the  Committee  to present  his or her case.  The  decision  made by the
Committee in such cases shall be final and binding on all Participants and other
persons affected by such decision.


                                      157
<PAGE>


17.      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 Participants  and their heirs,  executors,  administrators,  and
duly appointed legal representatives.

18.      RIGHTS OF AFFILIATES TO PARTICIPATE
         -----------------------------------
         Any Employer  participating in the Retirement  Savings Plan may, in the
future,  adopt this Plan  provided  the  proper  action is taken by the board of
directors of the Employer. The administrative powers and control of the Company,
as  provided  in this  Plan,  shall  not be deemed  diminished  by reason of the
participation  of any other Employer and the  administrative  powers and control
granted  hereunder to the 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 participation in this Plan at any time by
proper action of its board of directors subject to the provisions of Section 11.

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

20.      EFFECTIVE DATE
         --------------
         This  amended,  restated  and  renamed  Plan shall be  effective  as of
January 1, 1994, except where otherwise indicated.


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                             AMENDMENT NO. 1 TO THE
                  OKLAHOMA GAS AND ELECTRIC COMPANY RESTORATION
                           OF RETIREMENT SAVINGS 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 11 of the Oklahoma Gas and
Electric  Company  Restoration of Retirement  Savings Plan (the "Plan"),  hereby
amends  the Plan,  effective  as of January  1,  1994,  by adding the  following
paragraph to the end of Section 8.3 of the Plan:

                           "In  addition,   effective   January  1,  1994,   the
                  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."



                                      159
<PAGE>



                           AMENDMENT NUMBER TWO TO THE
                        OKLAHOMA GAS AND ELECTRIC COMPANY
                     RESTORATION OF RETIREMENT SAVINGS PLAN
               AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1993
               --------------------------------------------------


         Oklahoma  Gas  and  Electric  Company,  an  Oklahoma  corporation  (the
"Company"),  in  accordance  with the  authority  contained in Section 11 of the
Oklahoma Gas and Electric  Company  Restoration of Retirement  Savings 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.       The Plan is hereby renamed the OGE Energy Corp. Restoration of
                  Retirement Savings Plan.

         2.       Section 1 of the Plan is hereby  amended by deleting the words
                  "(the  `Company')"  from the first sentence thereof and adding
                  the following paragraph at the end thereof:

                  "Effective  as of December  31, 1996,  OGE Energy  Corp.  (the
                  `Company') has assumed  sponsorship of the Plan.  Accordingly,
                  the Plan is hereby renamed the OGE Energy Corp. Restoration of
                  Retirement  Savings  Plan,  effective  as  of  that  date.  In
                  addition,  the Oklahoma Gas and  Electric  Company  Employees'
                  Retirement  Savings Plan has been renamed the OGE Energy Corp.
                  Employees' Retirement Savings Plan."

         3.       The  reference  to the "OG&E Common Stock Fund" in Section 9.1
                  of the Plan is hereby amended to read "OGE Energy Corp. Common
                  Stock Fund."

         4.       The  reference  to  "Oklahoma  Gas and  Electric  Company"  in
                  Section 10.7 of the Plan is hereby amended to read "OGE Energy
                  Corp."

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