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                                                                   EXHIBIT 10.15

                        OKLAHOMA GAS AND ELECTRIC COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                     --------------------------------------

                                     Purpose

The purpose of this  Supplemental  Executive  Retirement  Plan is to promote the
best interests of the Company by enabling the Company: (a) to attract to its key
management  positions persons of outstanding  ability,  and (b) to retain in its
employ  those  persons  of  outstanding  competence  who  occupy  key  executive
positions  and who in the past  contributed  and who  continue  in the future to
contribute materially to the success of the business by their ability, ingenuity
and  industry.  This  Supplemental  Executive  Retirement  Plan  is  established
effective  January 1, 1993 to accomplish  such  purpose.  It is intended to be a
plan which is  unfunded  and is  maintained  by the  Company  primarily  for the
purpose of providing  deferred  compensation for a select group of management or
highly compensated employees.


                                   ARTICLE I.

                                   Definitions

The  following  words  and  phrases  as used  herein  shall  have the  following
meanings, unless a different meaning is plainly required by the context:


         1.1. "Board of Directors"  means the Board of Directors of Oklahoma Gas
         and Electric Company as constituted from time to time.

         1.2.  "Committee"  means  the  Compensation  Committee  of the Board of
         Directors.

         1.3.  "Company" means Oklahoma Gas and Electric  Company and any of its
         domestic  subsidiaries  and  divisions,  as  designated by the Board of
         Directors, and any successor of Oklahoma Gas and Electric Company under
         the terms of Section 7.3.

         1.4.  "Company's  Pension  Plan" means the  Oklahoma  Gas and  Electric
         Company Employees' Retirement Plan, as amended from time to time.

         1.5. "Compensation" means, at any date, the Participant's  Compensation
         as defined under the  Company's  Pension Plan as in effect with respect
         to that Participant on such date.

         1.6.     "Effective Date" means January 1, 1993.

         1.7.  "Final  Average  Compensation"  means the monthly  average of the
         Participant's Compensation earned during the last 36 consecutive months
         of employment  with the Company.  If the  Participant  does not have 36
         consecutive months of employment, "Final Average Compensation" shall be
         the average Compensation for his period of employment with the Company.


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         1.8.  "Normal  Retirement  Date"  means  the  first  day of  the  month
         coinciding with or following the Participant's 65th birthday.

         1.9.  "Other  Pension  Benefits"  means  benefits  paid or payable to a
         Participant  from  the  Company's  Pension  Plan,  the  Restoration  of
         Retirement Income Plan for Certain  Participants in the Retirement Plan
         for  Employees of Oklahoma Gas and Electric  Company,  the qualified or
         nonqualified  pension  plans of any  prior  employer  unrelated  to the
         Company,  or any  governmental  or church  pension  plan as  defined in
         Sections 3(32) and 3(33) of the Employee Retirement Income Security Act
         of 1974; excluding,  however, any portion of such benefits attributable
         to the  Participant's  own  contributions  as  determined by the plan's
         administrator  or other  responsible  agent.  Regardless  of the  form,
         amount  or  timing  of  payment,  "Other  Pension  Benefits"  shall  be
         calculated   by  the   Company's   actuary  as  of  the   Participant's
         commencement  of benefits  under this Plan on the basis of a 100% joint
         and survivor  annuity for married  Participants,  and on the basis of a
         10-year certain and life annuity for unmarried Participants.

         1.10.  "Participant" means an employee  specifically  designated by the
         Committee  to be covered  under this Plan and who  continues to fulfill
         all requirements for participation.

         1.11. "Plan" means the Supplemental Executive Retirement Plan as herein
         set forth and as it may be amended from time to time.

         1.12.  "Service"  means,  at  any  date,  the  Participant's  "Credited
         Service" as determined  under the Company's  Pension Plan, as in effect
         with respect to such  Participant  on that date,  plus service with any
         immediate   predecessor   company  which  was  acquired,   merged,   or
         consolidated  with the Company,  as permitted in the sole discretion of
         the Committee.

         1.13.  "Social  Security  Benefits" means the annual primary  insurance
         amount  estimated by the Committee to be payable to the  Participant at
         his social  security  retirement age under the Federal Social  Security
         Act.

         1.14.  "Surviving  Spouse" means the spouse to whom the  Participant is
         lawfully  married  at the  time of his  death  before  commencement  of
         benefits  under  this Plan,  or to whom the  Participant  was  lawfully
         married  both at the time of his  commencement  of benefits  under this
         Plan and at the time of his death.

         1.15. "Totally and Permanently  Disabled" means that the Participant is
         eligible to receive  disability  retirement  income  benefits under the
         Company's Pension Plan.


                                   ARTICLE II.

                               Retirement Benefits


         2.1.     Normal Retirement Benefit
                  -------------------------
                  (a)      Upon a vested Participant's termination of employment
                           with the  Company on or after his  Normal  Retirement
                           Date,  the Company shall pay  retirement  benefits to
                           the  Participant in such amounts and at such times as
                           hereinafter described.


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                  (b)      The  normal   retirement   benefit   payable  to  the
                           Participant  in monthly  amounts  during his lifetime
                           and  commencing  when benefits  commence to him under
                           the  Company's  Pension  Plan shall  equal 65% of the
                           Participant's Final Average  Compensation,  offset or
                           reduced by the following:

                           (i)      Other Pension Benefits; and

                           (ii)     Social Security Benefits.

                  (c)      Benefit payments which have commenced under the terms
                           of this Plan shall not be affected by any  subsequent
                           change in Other Pension  Benefits under a plan of the
                           Company,  except that if such  benefits  are reduced,
                           the  benefits   payable  under  this  Plan  shall  be
                           increased by an actuarially  equivalent amount of the
                           reduction in such benefits.

         2.2.     Early Retirement Benefit
                  ------------------------
                  (a)      Any vested Participant who terminates employment with
                           the Company prior to his Normal Retirement Date shall
                           be entitled to commence benefits under this Plan when
                           benefits  commence to him under the Company's Pension
                           Plan. If benefits commence prior to the Participant's
                           Normal   Retirement   Date,   the   amount   of   the
                           Participant's   benefit  under  this  Plan  shall  be
                           reduced according to the following schedule:

                                 Age at                 Benefit as a % of Final
                          Commencement of Benefits        Average Compensation
                          ------------------------      -----------------------

                                    55                           32%
                                    56                           38%
                                    57                           44%
                                    58                           50%
                                    59                           54%
                                    60                           58%
                                    61                           60%
                                    62                           62%
                                    63                           63%
                                    64                           64%

                  (b)      Benefits   payable  under  Section  2.2(a)  shall  be
                           reduced or offset as described in Section 2.1(b).

         2.3.     Disability Retirement Benefit
                  -----------------------------
           A vested  Participant who becomes  Totally and  Permanently  Disabled
           shall be entitled to benefits under this Plan as set forth in Section
           2.1 when he commences benefits under the Company's Pension Plan.



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                                  ARTICLE III.

                                 Death Benefits


         3.1.     The following  death  benefits shall be payable to a Surviving
                  Spouse under the Plan:

                  (a)      Upon the death of a vested  Participant  prior to his
                           commencement   of  benefits   under  this  Plan,  the
                           Participant's  Surviving  Spouse shall receive a life
                           annuity equal to 100% of the Participant's  Normal or
                           Early Retirement  Benefit as calculated under Section
                           2.1 or 2.2, based on the Participant's age at date of
                           death.

                  (b)      Upon  the  death  of  a  vested   Participant   after
                           commencement   of  benefits   under  this  Plan,  the
                           Participant's  Surviving  Spouse shall receive a life
                           annuity equal to 100% of the monthly  benefit payable
                           to the Participant under this Plan.

                  (c)      Benefits  payable  under  this  Plan  to a  Surviving
                           Spouse shall be terminated at the end of the month in
                           which the death of the Surviving Spouse occurs.

                  (d)      If the  Surviving  Spouse  is  more  than  ten  years
                           younger  that  the  Participant  at the  time  of the
                           Participant's   death,   benefits   payable   to  the
                           Surviving  Spouse  under the Plan shall be reduced by
                           50%.

         3.2.  The  Surviving  Spouse's  benefits  provided  herein  shall be in
         addition to any pre- or  post-retirement  life insurance benefits under
         the Company's insurance programs.

         3.3.  In the event of the death of a  Participant  receiving  a 10-year
         certain and life annuity prior to receiving  payment under the Plan for
         120  months,   benefits  under  this  Plan  shall  be  payable  to  the
         Participant's  estate or as assigned by the legal representative of the
         estate  until  ten  years  have  passed  from the date the  Participant
         started receiving benefits.


                                   ARTICLE IV.

                                     Vesting


         4.1. Any Participant  having completed a minimum of 10 years of Service
         with the  Company  and  attained  age 55 while  employed by the Company
         shall be considered vested in rights to retirement benefits as provided
         in this Plan, subject to the provisions of Section 7.2 of this Plan.

         4.2. By written action of the Committee and in its sole discretion, the
         requirement  of 10  years  of  Service  with the  Company  for  vesting
         purposes  under the terms of this Plan may be partially or fully waived
         for a specified Participant.


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                                   ARTICLE V.

                          Method of Payment of Benefits


         5.1. Benefits under this Plan for a Participant who is not married when
         benefits  commence to him under this Plan shall be payable  monthly for
         the life of the  Participant in the form of a 10-year  certain and life
         annuity. Benefits under this Plan for a Participant who is married when
         benefits  commence  to him under this Plan shall be payable in the form
         of a 100% joint and  survivor  annuity for the life of the  Participant
         and his spouse.  Lump sum  payments  shall not be  permitted  under the
         Plan.

         5.2. The  undertakings  of the Company  herein  constitute an unsecured
         promise of the  Company to make the  payments  as provided in the Plan.
         This Plan is unfunded and no current  beneficial  interest in any asset
         of the Company  shall accrue to any  Participant  or other person under
         the terms of this  Plan.  All  Participants  shall be  entitled  to the
         benefits provided by the Plan. It is the intent of the Company that the
         total cost of providing  the benefits  under this Plan will be borne by
         the Company.


                                   ARTICLE VI.

                                 Administration


         6.1. The  Committee  shall have full power and  authority to interpret,
         construe and administer this Plan, to adopt appropriate  procedures and
         make all decisions necessary or proper in its judgment to carry out the
         terms of this Plan. The  Committee's  interpretation  and  construction
         hereof, and actions hereunder, including any valuation of the amount or
         recipient of the payments to be made  thereunder,  shall be binding and
         conclusive on all persons for all purposes.  The Company's  Senior Vice
         President, Accounting and Administration,  shall act as the Committee's
         agent in administering this Plan. Neither the Company, or its officers,
         employees or directors,  nor the Committee or any member  thereof shall
         be liable to any person for any action  taken or omitted in  connection
         with the interpretation and administration of this Plan.

         6.2. Each  Participant  shall furnish to the Committee such information
         as it may from  time to time  request  for the  purpose  of the  proper
         administration of this Plan.

         6.3. The  Company,  by action of the Board of  Directors,  reserves the
         exclusive right to amend, modify, alter or terminate this Plan in whole
         or in part without  notice to the  Participants.  No such  termination,
         modification  or  amendment  shall  terminate or diminish the amount of
         benefits then being paid to any Participant or Surviving Spouse.



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                                  ARTICLE VII.

                               General Provisions


         7.1.  This Plan  shall not be deemed to give any  Participant  or other
         person in the employ of the  Company  any right to be  retained  in the
         employment  of the  Company,  or to  interfere  with  the  right of the
         Company to terminate any  Participant  or such other person at any time
         and to treat him  without  regard to the effect  which  such  treatment
         might have upon him as a Participant in the Plan.

         7.2.  In the event a  Participant  is  discharged  for cause  involving
         illegal or fraudulent  acts, such discharge may result in forfeiture of
         all benefits and rights under the Plan,  in the sole  discretion of the
         Committee.

         7.3. The rights,  privileges,  benefits and obligations under this Plan
         are intended to be, and shall be treated as, legal  obligations  of the
         Company and binding  upon the  Company,  its  successors  and  assigns,
         including successors by corporate merger, consolidation, reorganization
         or otherwise.

         7.4.  Copies  of  this  Plan,  together  with  copies  of any  approved
         procedures  for  administration  will be furnished to each  Participant
         together with an annual statement of benefits over the signature of the
         Chairman of the Board or his designee.

         7.5.  This Plan was approved by resolution of the Board of Directors at
         a regular  meeting on November 9, 1993 to be effective as of January 1,
         1993.

         7.6. The  provisions  of this Plan shall be construed  according to the
         law of the State of Oklahoma  excluding the provisions of any such laws
         that would require the application of the laws of another jurisdiction.

         7.7. The  masculine  pronoun  wherever used shall include the feminine.
         Wherever  any words  are used  herein in the  singular,  they  shall be
         construed  as though  they  were  also used in the  plural in all cases
         where they shall so apply.

         7.8.  The titles to articles  and headings of sections of this Plan are
         for  convenience  of reference  and in case of any conflict the text of
         this Plan, rather than such titles and headings, shall control.


                                  ARTICLE VIII.

                                Claims Procedure


         8.1.     Initial Claims Procedure
                  ------------------------
         The  Participant or his Surviving  Spouse shall follow such  procedures
         for making a claim as are  provided  by the  Committee.  The  Committee
         shall make a decision  upon each claim within 90 days of its receipt of
         such claim. If the claim is approved, the Committee shall determine the
         extent of benefits and initiate payment  thereof.  In the event that no
         action is taken on the  applicant's  initial  application  for benefits
         within the period  specified  in this  Section  8.1, the claim shall be
         deemed


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         denied,  and the applicant's appeal rights under Section 8.3 will be in
         effect as of the end of such period.

         8.2.     Notice of Denial of Claim
                  -------------------------
         If an application  for benefits under Section 8.1 is denied in whole or
         in part,  the  Committee  shall  provide the  applicant  with a written
         notice of denial, setting forth: (a) the specific reason or reasons the
         claim was denied, (b) a specific  reference to pertinent  provisions of
         the Plan upon which the denial was based, and (c) an explanation of the
         Plan's  review  procedure.  This  written  notice  of  denial  shall be
         furnished  within 90 days after  receipt of the claim by the  Committee
         unless  special   circumstances   require  an  extension  of  time  for
         processing.  If  an  extension  is  required,  written  notice  of  the
         extension  shall be furnished  prior to the  termination of the initial
         90-day period.  In no event shall such extension  exceed a period of 90
         days from the end of such initial  period.  The extension  notice shall
         indicate the special  circumstances  requiring an extension of time and
         the date by which the Committee  expects to render the final  decision.
         If the claim is not denied on its merits,  but is rejected  for failure
         of the applicant to furnish certain necessary  material or information,
         the  written  notice to the  applicant  will  explain  what  additional
         material is needed and why, and advise the applicant that he may refile
         his claim.

         8.3.     Claims Review Procedure
                  -----------------------
         Within 60 days after  receipt of a notice of denial,  the  applicant or
         his duly authorized  representative may file a written notice of appeal
         of such denial with the Committee. Such notice of appeal must set forth
         the specific  reasons for the appeal.  In addition,  within such appeal
         period the applicant or his duly authorized  representative  may review
         pertinent  documents  at such  reasonable  times as the  Committee  may
         specify and may submit any additional written material pertinent to the
         appeal  which is not set forth in the  notice  of  appeal.  The  60-day
         period  within  which  the  request  for  review  must be filed  may be
         extended if the nature of the benefit which is the subject of the claim
         and other attendant circumstances so warrant and the 60-day limitations
         period would otherwise be  unreasonable.  In its sole  discretion,  the
         Committee may grant the applicant an oral hearing on his appeal.



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                           AMENDMENT NUMBER ONE TO THE
                        OKLAHOMA GAS AND ELECTRIC COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                    AS ESTABLISHED EFFECTIVE JANUARY 1, 1993
                    ----------------------------------------

         Oklahoma  Gas  and  Electric  Company,  an  Oklahoma  corporation  (the
"Company"),  in accordance  with the  authority  contained in Section 6.3 of the
Oklahoma Gas and Electric Company  Supplemental  Executive  Retirement 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 1.3 of the Plan is hereby amended to read as follows:

                  "1.3.  `Company' means Oklahoma Gas and Electric Company,  and
                  any affiliate of Oklahoma Gas and Electric Company,  including
                  its  parent,  OGE  Energy  Corp.,  and  any  of  its  domestic
                  subsidiaries  or  divisions  and  any  subsidiaries  of  these
                  affiliates,  as designated by the Board of Directors,  and any
                  successor of OGE Energy Corp. under the terms of Section 7.3."


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