OKLAHOMA GAS AND ELECTRIC COMPANY (an Oklahoma corporation) $125,000,000 Senior Notes, Series due July 15, 2017 PURCHASE AGREEMENT Dated: July 15, 1997

OKLAHOMA GAS AND ELECTRIC COMPANY

(an Oklahoma corporation)

$125,000,000 Senior Notes, Series due July 15, 2017

PURCHASE AGREEMENT

Dated: July 15, 1997

TABLE OF CONTENTS

PAGE

PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1. Representations and Warranties . . . . . . . . . . . . . . . . 3
(a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. . . . . . . . . 3
(i) Compliance with Registration Requirements. . . . . . . 3
(ii) Incorporated Documents . . . . . . . . . . . . . . . . 4
(iii) Independent Accountants. . . . . . . . . . . . . . . . 4
(iv) Financial Statements . . . . . . . . . . . . . . . . . 5
(v) No Material Adverse Change . . . . . . . . . . . . . . 5
(vi) Good Standing of the Company . . . . . . . . . . . . . 5
(vii) No Subsidiaries. . . . . . . . . . . . . . . . . . . . 5
(viii) Capitalization . . . . . . . . . . . . . . . . . . . . 5
(ix) Authorization of Agreement . . . . . . . . . . . . . . 6
(x) Authorization of the Indenture and the First Mortgage
Indenture. . . . . . . . . . . . . . . . . . . . . . . 6
(xi) Authorization of the Senior Notes. . . . . . . . . . . 6
(xii) Authorization of the Bonds . . . . . . . . . . . . . . 6
(xiii) Description of the Senior Notes, the Bonds, the
Indenture and the First Mortgage Indenture . . . . . . 6
(xiv) Absence of Defaults and Conflicts. . . . . . . . . . . 6
(xv) Absence of Proceedings . . . . . . . . . . . . . . . . 7
(xvi) Accuracy of Exhibits . . . . . . . . . . . . . . . . . 7
(xvii) Regulatory Approvals; Absence of Further Requirements. 8
(xviii) Possession of Licenses and Permits . . . . . . . . . . 8
(xix) Title to Property. . . . . . . . . . . . . . . . . . . 8
(b) OFFICER'S CERTIFICATES . . . . . . . . . . . . . . . . . . . . 9
SECTION 2. Sale and Delivery to Underwriters; Closing . . . . . . . . . . 9
(a) SENIOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . 9
(b) PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(c) DENOMINATIONS; REGISTRATION. . . . . . . . . . . . . . . . . . 9
(d) PAYMENT OF OKLAHOMA REAL ESTATE MORTGAGE TAX . . . . . . . . . 9
SECTION 3. Covenants of the Company . . . . . . . . . . . . . . . . . . . 10
(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS 10
(b) FILING OF AMENDMENTS . . . . . . . . . . . . . . . . . . . . . 10
(c) DELIVERY OF REGISTRATION STATEMENTS. . . . . . . . . . . . . . 10
(d) DELIVERY OF PROSPECTUSES . . . . . . . . . . . . . . . . . . . 10
(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. . . . . . . . . . . 11
(f) RULE 158 . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(g) USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 11
(h) REAL ESTATE MORTGAGE TAX . . . . . . . . . . . . . . . . . . . 11
(i) RESTRICTION ON SALE OF SECURITIES. . . . . . . . . . . . . . . 11
SECTION 4. Payment of Expenses. . . . . . . . . . . . . . . . . . . . . . 12
(a) EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(b) TERMINATION OF AGREEMENT . . . . . . . . . . . . . . . . . . . 12

SECTION 5. Conditions of Underwriters' Obligations. . . . . . . . . . . . 12
(a) EFFECTIVENESS OF REGISTRATION STATEMENT; FILING OF PROSPECTUS. 12
(b) SECURITY FOR SENIOR NOTES. . . . . . . . . . . . . . . . . . . 13
(c) OPINIONS OF COUNSEL FOR COMPANY. . . . . . . . . . . . . . . . 13
(i) Opinion of Oklahoma Counsel. . . . . . . . . . . . . . 13
(ii) Opinion of Arkansas Counsel. . . . . . . . . . . . . . 16
(iii) Opinion of ▇▇▇▇▇▇▇, Carton & ▇▇▇▇▇▇▇ . . . . . . . . . 18
(d) OPINION OF COUNSEL FOR UNDERWRITERS. . . . . . . . . . . . . . 19
(e) OFFICERS' CERTIFICATE. . . . . . . . . . . . . . . . . . . . . 19
(f) ACCOUNTANT'S COMFORT LETTER. . . . . . . . . . . . . . . . . . 19
(g) BRING-DOWN COMFORT LETTER. . . . . . . . . . . . . . . . . . . 19
(h) MAINTENANCE OF RATING. . . . . . . . . . . . . . . . . . . . . 19
(i) ADDITIONAL DOCUMENTS . . . . . . . . . . . . . . . . . . . . . 20
(j) TERMINATION OF AGREEMENT . . . . . . . . . . . . . . . . . . . 20
SECTION 6. Conditions of Company's Obligations. . . . . . . . . . . . . . 20
SECTION 7. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 21
(a) INDEMNIFICATION OF UNDERWRITERS. . . . . . . . . . . . . . . . 21
(b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS . . . . . . 21
(c) ACTIONS AGAINST PARTIES; NOTIFICATION. . . . . . . . . . . . . 22
(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE . . . . . . 22
SECTION 8. Contribution . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 9. Representations, Warranties and Agreements to Survive Delivery 24
SECTION 10. Termination of Agreement . . . . . . . . . . . . . . . . . . . 24
(a) TERMINATION; GENERAL . . . . . . . . . . . . . . . . . . . . . 24
(b) LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 11. Default by One or More of the Underwriters . . . . . . . . . . 25
SECTION 12. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 13. Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 14. Governing Law and Time . . . . . . . . . . . . . . . . . . . . 26
SECTION 15. Effect of Headings . . . . . . . . . . . . . . . . . . . . . . 26

SCHEDULES
Schedule A -- List of Underwriters . . . . . . . . . . . . . . . . . .Sch. A-1
Schedule B -- Pricing Information. . . . . . . . . . . . . . . . . . .Sch. B-1
Schedule C -- Information Provided by Underwriters . . . . . . . . . .Sch. C-1

OKLAHOMA GAS AND ELECTRIC COMPANY

(AN OKLAHOMA CORPORATION)

$125,000,000

SENIOR NOTES, SERIES DUE JULY 15, 2017

PURCHASE AGREEMENT

July 15, 1997

▇▇▇▇▇▇ Brothers Inc.
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
as Representatives of the several Underwriters
c/▇ ▇▇▇▇▇▇ Brothers Inc.
3 World Financial Center, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Ladies and Gentlemen:

Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company"),
confirms its agreement with ▇▇▇▇▇▇ Brothers Inc. ("▇▇▇▇▇▇ Brothers") and each of
the other Underwriters named in Schedule A hereto (collectively, the
"Underwriters", which term includes any underwriter substituted as hereinafter
provided in Section 11 hereof), for whom ▇▇▇▇▇▇ Brothers, Bear, ▇▇▇▇▇▇▇ & Co.
Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
Co. Incorporated are acting as representatives (in such capacity, the
"Representatives"), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the
respective principal amounts set forth in said Schedule A of $125,000,000
aggregate principal amount of the Company's Senior Notes, Series due July 15,
2017 (the "Senior Notes"). The Senior Notes are to be issued pursuant to the
Indenture dated as of October 1, 1995 between the Company and NationsBank, N.A.,
as trustee (the "Trustee"), as heretofore amended and supplemented and as
amended and supplemented by Supplemental Indenture No. 2, dated as of July 1,
1997, creating the series in which the Senior Notes are to be issued. The term
"Indenture," as used herein, means such Indenture, dated as of October 1, 1995,

as so amended and supplemented and includes the Company Order (as defined in the
Indenture), if any, establishing the form and terms of the Senior Notes pursuant
to the Indenture.

Until such time as all of the first mortgage bonds of the Company (the
"First Mortgage Bonds") issued prior to the date of the Indenture have been
retired through payment or redemption, the Senior Notes will be secured as to
payment of principal and interest by one or more series of First Mortgage Bonds
issued, pledged and delivered by the Company to the Trustee. Prior to the
issuance of the Senior Notes, the Company will deliver to the Trustee, as
security for the payment of principal and interest on the Senior Notes, a series
of First Mortgage Bonds (the "Bonds") in the same aggregate principal amount and
with the same stated rate or rates of interest (or interest calculated in the
same manner), payment dates, maturity dates, repayment provisions and redemption
provisions as the Senior Notes. The Bonds will be issued by the Company under
its Trust Indenture dated February 1, 1945, between the Company and NationsBank,
N.A., as successor trustee (the "First Mortgage Trustee"), as heretofore amended
and supplemented and as to be further amended and supplemented by the
Supplemental Trust Indenture dated July 1, 1997 creating the Bonds. The term
"First Mortgage Indenture," as used herein, means such Trust Indenture, dated
February 1, 1945, as so amended and supplemented.

Concurrently with the offering of the Senior Notes, the Company proposes to
issue and sell $125,000,000 of its 6.65% Senior Notes, Series due July 15, 2027
(the "Additional Senior Notes"). Prior to the issuance of the Additional Senior
Notes, the Company will deliver to the Trustee, as security for the payment of
principal and interest on the Senior Notes, a series of First Mortgage Bonds
(the "Additional Bonds") in the same aggregate principal amount and with the
same stated rate or rates of interest (or interest calculated in the same
manner), payment dates, maturity dates, repayment provisions and redemption
provisions as the Additional Senior Notes. The Additional Bonds will also be
issued by the Company under the First Mortgage Indenture. The sale of the
Senior Notes and the Additional Senior Notes are not contingent upon each other.

The Company understands that the Underwriters propose to make a public
offering of the Senior Notes as soon as the Representatives deem advisable after
this Agreement has been executed and delivered and the Indenture and the First
Mortgage Indenture have been qualified under the Trust Indenture Act of 1939, as
amended (the "1939 Act").

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-02319) covering the
registration of the Senior Notes, the Bonds, the Additional Senior Notes and the
Additional Bonds under the Securities Act of 1933, as amended (the "1933 Act"),
including the related preliminary prospectus or prospectuses. Promptly after
execution and delivery of this Agreement, the Company will either (i) prepare
and file a prospectus in accordance with paragraph (b) of Rule 424
("Rule 424(b)") of the rules and regulations of the Commission under the 1933
Act (the "1933 Act Regulations") or (ii) if the Company has elected to rely upon
Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet
(a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b).
The information included in such prospectus or in such Term Sheet, as the case
may be, that was omitted from such registration statement at the time it became
effective is referred to as the "Offering Terms." Each prospectus used before

such registration statement became effective, and any prospectus that omitted
the Offering Terms, that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto,
schedules thereto, if any, and the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became
effective and including the Offering Terms, is herein called the "Registration
Statement." Any registration statement filed pursuant to Rule 462(b) of the
1933 Act Regulations is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. The final prospectus, including
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, in the form first furnished to the Underwriters for use in
connection with the offering of the Senior Notes and the Bonds is herein called
the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer
to the preliminary prospectus dated July 15, 1997 together with the Term Sheet
and all references in this Agreement to the date of the Prospectus shall mean
the date of the Term Sheet. For purposes of this Agreement, all references to
the Registration Statement, any preliminary prospectus, the Prospectus or any
Term Sheet or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇").

All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the "1934
Act") which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be.

SECTION 1. REPRESENTATIONS AND WARRANTIES

(a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to each Underwriter as of the date hereof and as of the Closing
Time referred to in Section 2(b) hereof, and agrees with each Underwriter, as
follows:

(i) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company
meets the requirements for use of Form S-3 under the 1933 Act. Each of the
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued under the 1933 Act and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the
Company, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto became
effective and at the Closing Time, the Registration Statement, the
Rule 462(b) Registration Statement and any amendments and supplements
thereto complied and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act
and the rules and regulations of the Commission under the 1939 Act (the
"1939 Act Regulations"), and did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading. Neither the Prospectus nor any amendments or supplements
thereto, at the time the Prospectus or any such amendment or supplement was
issued and at the Closing Time, included or will include an untrue
statement of a material fact or omitted or will omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If Rule 434 is
used, the Company will comply with the requirements of Rule 434. The
representations and warranties in this subsection shall not apply to (A)
that part of the Registration Statement which constitutes the Statements of
Eligibility and Qualification (Form T-1) under the Trust Indenture Act (the
"Statements of Eligibility") of the Trustee and the trustee for the First
Mortgage Bonds, (B) information contained in the Registration Statement or
the Prospectus relating to The Depository Trust Company and its book-entry
system, or (C) statements in or omissions from the Registration Statement
or Prospectus made in reliance upon and in conformity with the information
furnished to the Company in writing by any Underwriter through ▇▇▇▇▇▇
Brothers expressly for use in the Registration Statement or Prospectus that
is set forth on Schedule C hereto.

Each preliminary prospectus and the prospectus filed as part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material respects with the 1933 Act Regulations and each
preliminary prospectus and the Prospectus delivered to the Underwriters for
use in connection with this offering was identical to the electronically
transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇,
except to the extent permitted by Regulation S-T.

(ii) INCORPORATED DOCUMENTS. The documents incorporated or
deemed to be incorporated by reference in the Registration Statement and
the Prospectus, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act
and the rules and regulations of the Commission thereunder (the "1934 Act
Regulations"), as applicable, and, when read together with the other
information in the Prospectus, at the time the Registration Statement
became effective, at the time the Prospectus was issued and at the Closing
Time, did not and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.

(iii) INDEPENDENT ACCOUNTANTS. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, the
accountants who examined the financial statements and supporting schedules

included in the Registration Statement, are independent public accountants
as required by the 1933 Act and the 1933 Act Regulations.

(iv) FINANCIAL STATEMENTS. The financial statements included in
the Registration Statement and the Prospectus, together with the related
schedules and notes, present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement
of operations, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods involved, except as otherwise stated in the notes thereto. The
supporting schedules, if any, included in the Registration Statement
present fairly in accordance with GAAP the information required to be
stated therein. The selected financial information included in the
Prospectus presents fairly the information shown therein and has been
compiled on a basis consistent with that of the audited financial
statements included in the Registration Statement. The Company has no
material contingent obligation which is not disclosed in the Prospectus.

(v) NO MATERIAL ADVERSE CHANGE. Since the respective dates as
of which information is given in the Registration Statement and the
Prospectus, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, results of operations, properties, business affairs or business
prospects of the Company, whether or not arising in the ordinary course of
business (a "Material Adverse Effect"), (B) there have been no transactions
entered into by the Company, other than those in the ordinary course of
business, which are material with respect to the Company, and (C) except
for regular quarterly dividends on the Common Stock, par value $2.50 per
share, of the Company in amounts consistent with past practice, and regular
quarterly dividends on the Company's Preferred Stock, there has been no
dividend or distribution of any kind declared, paid or made by the Company
on any class of its capital stock.

(vi) GOOD STANDING OF THE COMPANY. The Company has been duly
organized and is validly existing as a corporation in good standing under
the laws of the State of Oklahoma and has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectus and to enter into and perform its obligations
under this Agreement; and the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each other
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not result
in a Material Adverse Effect.

(vii) NO SUBSIDIARIES. The Company has no subsidiaries.

(viii) CAPITALIZATION. The authorized, issued and outstanding
capital stock of the Company is as stated in the Prospectus.

(ix) AUTHORIZATION OF AGREEMENT. This Agreement has been duly
authorized, executed and delivered by the Company.

(x) AUTHORIZATION OF THE INDENTURE AND THE FIRST MORTGAGE
INDENTURE. Each of the Indenture and the First Mortgage Indenture has been
duly authorized by the Company and duly qualified under the 1939 Act and,
when duly executed and delivered by the Company and the Trustee or the
First Mortgage Trustee, as applicable, will constitute a valid and binding
agreement of the Company, enforceable against the Company in accordance
with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).

(xi) AUTHORIZATION OF THE SENIOR NOTES. The Senior Notes have
been duly authorized and, at the Closing Time, will have been duly executed
by the Company and, when authenticated, issued and delivered in the manner
provided for in the Indenture and delivered against payment of the purchase
price therefor as provided in this Agreement, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law),
and will be in the form contemplated by, and entitled to the benefits
provided by, the Indenture.

(xii) AUTHORIZATION OF THE BONDS. The Bonds have been duly
authorized and, at the Closing Time, will have been duly executed by the
Company and, when authenticated, issued and delivered in the manner
provided for in the First Mortgage Indenture, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law),
and will be in the form contemplated by, and secured by the lien of and
entitled to the benefits provided by, the First Mortgage Indenture.

(xiii) DESCRIPTION OF THE SENIOR NOTES, THE BONDS, THE INDENTURE
AND THE FIRST MORTGAGE INDENTURE. The Senior Notes, the Bonds, the
Indenture and the First Mortgage Indenture will conform in all material
respects to the respective statements relating thereto contained in the
Prospectus and will be in substantially the respective forms filed or
incorporated by reference, as the case may be, as exhibits to the
Registration Statement.

(xiv) ABSENCE OF DEFAULTS AND CONFLICTS. The Company is not in
violation of its Restated Certificate of Incorporation or By-Laws or in

default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed
of trust, loan or credit agreement, note, lease or other agreement or
instrument to which it is a party or by which it may be bound, or to which
any of its property or assets is subject (collectively, "Agreements and
Instruments") except for such defaults that would not result in a Material
Adverse Effect; and the execution, delivery and performance of this
Agreement, the Indenture, the First Mortgage Indenture, the Senior Notes
and the Bonds and the consummation of the transactions contemplated herein
and in the Registration Statement (including the issuance and sale of the
Senior Notes and the use of the proceeds from the sale of the Senior Notes
as described in the Prospectus under the caption "Use of Proceeds") and
compliance by the Company with its obligations hereunder and under the
Indenture, the First Mortgage Indenture, the Senior Notes and the Bonds
have been duly authorized by all necessary corporate action and do not and
will not, whether with or without the giving of notice or passage of time
or both, conflict with or constitute a breach of, or default or Repayment
Event (as defined below) under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the Company
pursuant to, the Agreements and Instruments (except for such conflicts,
breaches, defaults or liens, charges or encumbrances that would not result
in a Material Adverse Effect), nor will such action result in any violation
of the provisions of the Restated Certificate of Incorporation or By-Laws
of the Company or any applicable law, statute, rule, regulation, judgment,
order, writ or decree of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over the Company or any of
its assets, properties or operations. As used herein, a "Repayment Event"
means any event or condition which gives the holder of any note, debenture
or other evidence of indebtedness (or any person acting on such holder's
behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company, other than such events or
conditions that are contemplated by the terms of this Agreement, the
Indenture, the First Mortgage Indenture, the Senior Notes, Additional
Senior Notes, the Bonds and the Additional Bonds.

(xv) ABSENCE OF PROCEEDINGS. Other than as disclosed in the
Registration Statement, there is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or
body, domestic or foreign, now pending, or, to the knowledge of the
Company, threatened, against or affecting the Company, which is required to
be disclosed in the Registration Statement or which might reasonably be
expected to result in a Material Adverse Effect, or which might reasonably
be expected to materially and adversely affect its properties or assets or
the consummation of the transactions contemplated in this Agreement or the
performance by the Company of its obligations hereunder. The aggregate of
all pending legal or governmental proceedings to which the Company is a
party or of which any of its property or assets is the subject which are
not described in the Registration Statement, including ordinary routine
litigation incidental to the business, could not reasonably be expected to
result in a Material Adverse Effect.

(xvi) ACCURACY OF EXHIBITS. There are no contracts or documents
which are required to be described in the Registration Statement, the

Prospectus or the documents incorporated by reference therein or to be
filed as exhibits thereto which have not been so described and filed as
required.

(xvii) REGULATORY APPROVALS; ABSENCE OF FURTHER REQUIREMENTS. The
Corporation Commission of the State of Oklahoma (the "Oklahoma Commission")
and the Arkansas Public Service Commission (the "Arkansas Commission") have
each duly authorized the issuance and sale of the Senior Notes and the
issuance of the Bonds on terms consistent with this Agreement. No filing
with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency
is necessary or required for the performance by the Company of its
obligations hereunder, in connection with the offering, issuance or sale of
the Senior Notes hereunder and the issuance of the Bonds or the
consummation of the transactions contemplated by this Agreement or for the
due execution, delivery or performance of the Indenture or the First
Mortgage Indenture by the Company, except such as have been already
obtained, including from the Oklahoma Commission and the Arkansas
Commission.

(xviii) POSSESSION OF LICENSES AND PERMITS. The Company possesses
such permits, licenses, approvals, consents and other authorizations issued
by the appropriate federal, state, local or foreign regulatory agencies or
bodies necessary to conduct in all material respects the business now
operated by it and as described in the Registration Statement and
Prospectus (collectively, "Governmental Licenses"); the Company is in
compliance with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, singly or in the
aggregate, have a Material Adverse Effect; all of the Governmental Licenses
are in full force and effect, except when the invalidity of such
Governmental Licenses or the failure of such Governmental Licenses to be in
full force and effect would not have a Material Adverse Effect; and the
Company has not received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a Material Adverse Effect.

(xix) TITLE TO PROPERTY. The Company has good and sufficient
title to all real property, principal plants and all other property owned
by it and which is material to the Company's operations, in each case, free
and clear of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances of any kind except such as (a) are described
in the Prospectus or (b) do not, singly or in the aggregate, materially
affect the value of such property and do not interfere with the use made
and proposed to be made of such property by the Company; and all of the
leases and subleases material to the business of the Company, and under
which the Company holds properties described in the Prospectus, are in full
force and effect, and the Company does not have notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of
the Company under any of the leases or subleases mentioned above, or
affecting or questioning the rights of the Company to the continued
possession of the leased or subleased premises under any such lease or
sublease.

(b) OFFICER'S CERTIFICATES. Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.

SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING

(a) SENIOR NOTES. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price set forth in Schedule B, the aggregate principal amount of Senior
Notes set forth in Schedule A opposite the name of such Underwriter, plus any
additional principal amount of Senior Notes which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 11 hereof.

(b) PAYMENT. Payment of the purchase price for, and delivery of
certificates for, the Senior Notes shall be made at the offices of ▇▇▇▇▇▇▇,
Carton & ▇▇▇▇▇▇▇, Quaker Tower, Suite 3100, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the
Representatives and the Company, at 9:00 A.M. (Central time) on the fourth
business day after the date hereof (unless postponed in accordance with the
provisions of Section 11), or such other time not later than ten business days
after such date as shall be agreed upon by the Representatives and the Company
(such time and date of payment and delivery being herein called "Closing Time").

Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of
certificates for the Senior Notes to be purchased by them. It is understood
that each Underwriter had authorized the Representatives, for its account, to
accept delivery of, receipt for, and make payment of the purchase price for, the
Senior Notes which it has agreed to purchase. ▇▇▇▇▇▇ Brothers, individually and
not as representative of the Underwriters, may (but shall not be obligated to)
make payment of the purchase price for the Senior Notes to be purchased by any
Underwriter whose funds have not been received by the Closing Time, but such
payment shall not relieve such Underwriter from its obligations hereunder.

(c) DENOMINATIONS; REGISTRATION. One certificate for the Senior Notes
shall be in the amount of $125,000,000 and registered in the name of Cede & Co.,
as nominee of the Depository Trust Company. The Company will make the Senior
Notes, which may be in temporary form, available for examination and packaging
by the Representatives in The City of New York not later than 10:00 A.M.
(Eastern time) on the business day prior to the Closing Time.

(d) PAYMENT OF OKLAHOMA REAL ESTATE MORTGAGE TAX. The Representatives
agree to deposit with the Company within two business days after the date of
this Agreement the amount set forth in Schedule B hereto as the Oklahoma Real
Estate Mortgage Tax. It is understood that such payment shall not constitute
partial or full payment for the Senior Notes, but shall be applied solely in
accordance with Section 3(h) hereof.

SECTION 3. COVENANTS OF THE COMPANY

The Company covenants with each Underwriter as follows:

(a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The
Company, subject to Section 3(b), will comply with the requirements of Rule 424
of the 1933 Act Regulations ("Rule 424") or Rule 434, as applicable, and will
notify the Representatives immediately, and confirm the notice in writing,
(i) of the effectiveness of any post-effective amendment to the Registration
Statement, or of the filing of any supplement to the Prospectus or any amended
Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for additional information, and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Senior Notes or the Bonds for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of
such purposes. The Company will promptly effect the filings necessary pursuant
to Rule 424(b) and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule 424(b)
was received for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

(b) FILING OF AMENDMENTS. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b)), any Term Sheet or any
amendment, supplement or revision to either the prospectus included in the
Registration Statement at the time it became effective or to the Prospectus,
whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the
Representatives with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the Representatives or counsel for the
Underwriters reasonably objects.

(c) DELIVERY OF REGISTRATION STATEMENTS. The Company has furnished or
will deliver to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed copies of all consents and certificates of
experts, in such number as the Representatives reasonably request, and will also
deliver to the Representatives, without charge, a conformed copy of the
Registration Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters. The copies of the Registration
Statement and each amendment thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T.

(d) DELIVERY OF PROSPECTUSES. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the

use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such
number of copies of the Prospectus (as amended or supplemented) as such
Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
▇▇▇▇▇, except to the extent permitted by Regulation S-T.

(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will comply
with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the
completion of the distribution of the Senior Notes as contemplated in this
Agreement and in the Prospectus. If at any time when a prospectus is required
by the 1933 Act to be delivered in connection with sales of the Senior Notes,
any event occurs or condition exists as a result of which it is necessary, in
the opinion of counsel for the Underwriters or for the Company, to amend the
Registration Statement or amend or supplement the Prospectus in order that the
Prospectus will not include any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it is necessary, in
the opinion of such counsel, at any such time to amend the Registration
Statement or amend or supplement the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, the Company will
promptly prepare and file with the Commission, subject to Section 3(b), such
amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectus comply with
such requirements, and the Company will furnish to the Underwriters such number
of copies of such amendment or supplement as the Underwriters may reasonably
request.

(f) RULE 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of
Section 11(a) of the 1933 Act.

(g) USE OF PROCEEDS. The Company will use the net proceeds received by it
from the sale of the Senior Notes in the manner specified in the Prospectus
under "Use of Proceeds."

(h) REAL ESTATE MORTGAGE TAX. The Company will use the amount deposited
by the Representatives with it pursuant to the last paragraph of Section 2
hereof to the extent necessary to pay for the account of the several
Underwriters, in the same proportion as the principal amount of Senior Notes to
be purchased by each of them bears to the total principal amount of Senior
Notes, any Oklahoma Real Estate Mortgage Tax required to be paid by them on the
Senior Notes and/or the Bonds. Any amount not so applied by the Company before
the Closing Time shall be remitted in same day funds by the Company to the
Representatives for the account of the several Underwriters at the Closing Time.

(i) RESTRICTION ON SALE OF SECURITIES. During the period beginning on the
date of this Agreement and continuing until the Closing Time, which period shall
in no event exceed 15 business days, the Company will not, without the prior
written consent of ▇▇▇▇▇▇ Brothers, in its sole discretion, directly or

indirectly, issue, sell, offer or contract to sell, grant any option for the
sale of, or otherwise transfer or dispose of, any debt securities of the Company
which mature more than one year after the Closing Time and which are
substantially similar to the Senior Notes.

SECTION 4. PAYMENT OF EXPENSES

(a) EXPENSES. Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters, the Indenture,
the First Mortgage Indenture and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the Senior
Notes and the Bonds, (iii) all costs, taxes (other than any Oklahoma Real Estate
Mortgage Tax) and expenses incident to the preparation, issuance and delivery of
the Senior Notes to the Underwriters and the Bonds to the Trustee, (iv) the fees
and disbursements of the Company's counsel, accountants and other advisors,
(v) the printing and delivery to the Underwriters of copies of each preliminary
prospectus, any Term Sheets and of the Prospectus and any amendments or
supplements thereto, (vi) the fees and expenses of the Trustee and the First
Mortgage Trustee, including the fees and disbursements of counsel for the
Trustee and the First Mortgage Trustee in connection with the Indenture, the
First Mortgage Indenture, the Senior Notes and the Bonds, and (vii) any fees
payable in connection with the rating of the Senior Notes and the Bonds.

(b) TERMINATION OF AGREEMENT. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5, Section 6 or
Section 10(a)(i) hereof, the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS

The obligations of the several Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof and in certificates of any officer of the Company delivered
pursuant to the provisions hereof, to the performance by the Company of its
covenants and other obligations hereunder and to the following further
conditions:

(a) EFFECTIVENESS OF REGISTRATION STATEMENT; FILING OF PROSPECTUS. The
Registration Statement, including any Rule 462(b) Registration Statement, has
become effective and at Closing Time no stop order suspending the effectiveness
of the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission, and any request
on the part of the Commission for additional information shall have been
complied with to the reasonable satisfaction of counsel to the Underwriters. A
prospectus containing the Offering Terms shall have been filed with the
Commission in accordance with Rule 424(b) or, if the Company has elected to rely
upon Rule 434, a Term Sheet shall have been filed with the Commission in
accordance with Rule 424(b).

(b) SECURITY FOR SENIOR NOTES. The Company shall have issued and
delivered to the Trustee the Bonds, as security for, among other things, the
Senior Notes.

(c) OPINIONS OF COUNSEL FOR COMPANY. At Closing Time, the Representatives
shall have received the favorable opinions, dated as of Closing Time, of
▇▇▇▇▇▇▇, Carton & ▇▇▇▇▇▇▇, Rainey, Ross, Rice & ▇▇▇▇▇ ("Oklahoma counsel) and
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Julian, P.A. ("Arkansas counsel"), each counsel for the
Company, in form and substance satisfactory to counsel for the Underwriters,
together with signed or reproduced copies of such letter for each of the other
Underwriters to the effect set forth below and to such further effect as counsel
to the Underwriters may reasonably request.

(i) OPINION OF OKLAHOMA COUNSEL.

(A) the Company is a legally existing corporation and is in good
standing under the laws of the State of Oklahoma and has corporate
power, right and authority to do business and to own property in the
State of Oklahoma in the manner and as set forth in the Prospectus;

(B) the Indenture has been duly and validly executed and
delivered by the Company, which has full power and authority to enter
into and perform its obligations thereunder; and the Indenture
constitutes the binding and enforceable agreement of the Company in
accordance with its terms, except as enforcement of provisions of the
Indenture may be limited by bankruptcy or other applicable laws
affecting the enforcement of creditors' rights;

(C) the Senior Notes and the Bonds are in the form contemplated
by the Indenture and the First Mortgage Indenture, respectively, have
been duly and validly authorized by the Company, constitute valid and
binding obligations of the Company and will be entitled to the
benefits of the Indenture and the First Mortgage Indenture,
respectively;

(D) while, except as otherwise stated in said opinion, such
counsel are not passing upon and do not assume responsibility for and
shall not be deemed to have independently verified the accuracy,
completeness or fairness of the Registration Statement or the
Prospectus, nothing has come to the attention of such counsel that
would lead them to believe that the Registration Statement at the time
it became effective contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus at the time it was filed pursuant to Rule 424 and/or
Rule 434 under the 1933 Act or at the Closing Time contained an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(E) the execution and delivery of this Agreement have been duly
authorized by the necessary action on the part of the Company and this
Agreement constitutes the valid and binding agreement of the Company

except to the extent that the provisions for indemnities or
contribution may be held to be unenforceable as against public policy;

(F) except in localities where the Company has no franchises,
which are relatively few and not of large population, or where the
failure to have such franchises will not have a material adverse
effect on the business or operations of the Company, the Company has
sufficient authority under statutory provisions or by grant of
franchises or permits by municipalities or counties to conduct its
business in Oklahoma as presently conducted and as described in the
Prospectus;

(G) such counsel does not know of any legal or governmental
proceedings required to be described in the Prospectus which are not
described as required, nor of any contracts or documents of a
character required to be described in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration Statement
which are not described and filed as required;

(H) the Indenture, the Senior Notes, the First Mortgage
Indenture, the First Mortgage Bonds and the Bonds conform in all
material respects to the statements concerning them in the Prospectus;

(I) all statements contained in the Registration Statement and
Prospectus purporting to set forth the advice or the opinion of such
counsel or to be based upon the opinion of such counsel correctly set
forth the opinion of such counsel on such respective matters;

(J) the execution and delivery of this Agreement and the
issuance of the Senior Notes and the Bonds, and compliance with the
provisions thereof, under the circumstances contemplated hereby and
thereby, do not and will not violate the Restated Certificate of
Incorporation or By-Laws of the Company, or in any material respect
conflict with or constitute on the part of the Company a breach of or
default under any indenture, lease, mortgage, deed of trust, note,
agreement or other instrument known to such counsel to which the
Company is a party or any law, regulation, consent decree or
administrative, arbitration or court order known to such counsel to
which the Company is subject;

(K) the Oklahoma Commission has duly issued its order
authorizing the issuance by the Company of the Senior Notes and the
Bonds on terms consistent with this Agreement and, to the best of such
counsel's knowledge, such order is still in force and effect; the
issuance and sale of the Senior Notes to the Underwriters and the
issuance of the Bonds to the Trustee are in conformity with the terms
of such order; and no further approval, authorization, consent,
certificate or order of any Oklahoma commission or regulatory
authority is necessary with respect to the due authorization,
execution and delivery of this Agreement, the due execution, delivery
or performance of the Indenture and the First Mortgage Indenture by
the Company or for the offering, issuance, sale or delivery of the
Senior Notes to the Underwriters and the issuance or delivery of the
Bonds by the Company to the Trustee as contemplated in this Agreement;

(L) to the best of such counsel's knowledge, the Company does
not have any subsidiaries;

(M) the First Mortgage Indenture has been duly and validly
executed and delivered by the Company, which has full power and
authority to enter into and perform its obligations thereunder; and
the First Mortgage Indenture constitutes the binding and enforceable
agreement of the Company in accordance with its terms, except as
enforcement of provisions of the First Mortgage Indenture may be
limited by bankruptcy or other applicable laws affecting the
enforcement of creditors' rights and except as provisions of the
United States Bankruptcy Code may affect the validity of the lien
thereof with respect to property acquired or proceeds realized by the
Company within the 90-day period immediately preceding, or property
acquired or proceeds realized by the Company after, the commencement
of bankruptcy proceedings with respect to the Company;

(N) the Bonds have been duly and validly authorized by the
Company, and constitute valid and binding obligations of the Company
and, with like exception as noted in the foregoing subdivision (M),
are entitled to the lien of and benefits provided by the First
Mortgage Indenture;

(O) The First Mortgage Indenture is in proper form, conforming
to the laws of the State of Oklahoma, to give and create the lien
which it purports to create and has been and at the Closing Time is
duly and properly recorded or filed in all places in Oklahoma
necessary to effectuate the lien of the First Mortgage Indenture; and

(P) The Bonds are equally and ratably secured with all other
First Mortgage Bonds outstanding under the First Mortgage Indenture by
the First Mortgage Indenture subject to the provisions of the First
Mortgage Indenture relating to any sinking fund or a similar fund for
the benefit of the first mortgage bonds of any particular series. The
First Mortgage Indenture constitutes a first mortgage lien, subject
only to permissible encumbrances, as defined in the First Mortgage
Indenture, on all of the property, real, personal, and mixed (except
as hereinafter noted), in Oklahoma now owned by the Company. The First
Mortgage Indenture also constitutes a first mortgage lien, subject to
permissible encumbrances as defined in the First Mortgage Indenture,
on all property, real, personal, and mixed (except as hereinafter
noted), hereafter acquired by the Company in Oklahoma in conformity
with the terms of the First Mortgage Indenture, except as the United
States Bankruptcy Code may affect the validity of the lien of the
First Mortgage Indenture on property acquired or proceeds realized by
the Company within the 90-day period immediately preceding, or
property acquired or proceeds realized by the Company after, the
commencement of a case under such Code, except as to the prior lien of
the First Mortgage Trustee under the First Mortgage Indenture in
certain events specified therein and except as otherwise provided in
the First Mortgage Indenture in case of consolidation or merger.
There are excepted from the lien of the First Mortgage Indenture, as

more fully set forth in the granting clauses thereof, (1) all shares
of stock, bonds, notes, evidences of indebtedness and other securities
other than such as may be or are required to be deposited from time to
time with the First Mortgage Trustee, (2) cash other than such as may
be or are required to be deposited from time to time with the First
Mortgage Trustee, (3) contracts, claims, bills and accounts
receivable, and choses in action other than such as may be or are
required to be from time to time assigned to the First Mortgage
Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under
or on lands owned by the Company, (6) goods, wares and merchandise,
equipment and supplies acquired for the purpose of sale or resale in
the usual course of business or for the purpose of consumption in the
operation, construction or repair of any of the properties of the
Company, and (7) certain properties specifically described in Schedule
B to the First Mortgage Indenture not used or useful in the business
of the Company. The Company, except as to permissible encumbrances,
as defined in the First Mortgage Indenture, has good and valid title
to the real and fixed properties in Oklahoma and franchises from
Oklahoma or federal authorities now owned by it (however, such opinion
need not cover titles to rights-of-way or easements for transmission
or distribution lines).

(ii) OPINION OF ARKANSAS COUNSEL.

(A) the Company is duly qualified as a foreign corporation and
is in good standing under the laws of the State of Arkansas and has
corporate power, right and authority to do business and to own
property in the State of Arkansas in the manner and as set forth in
the Prospectus;

(B) the First Mortgage Indenture is in proper form, conforming
to the laws of the State of Arkansas, to give and create the lien
which it purports to create and has been and at the Closing Time is
duly and properly recorded or filed in all places in Arkansas
necessary to effectuate the lien of the First Mortgage Indenture;

(C) the First Mortgage Indenture constitutes a first mortgage
lien, subject only to permissible encumbrances, as defined in the
First Mortgage Indenture, on all of the property, real, personal, and
mixed (except as hereinafter noted), in Arkansas now owned by the
Company. The First Mortgage Indenture also constitutes a first
mortgage lien, subject to permissible encumbrances as defined in the
First Mortgage Indenture, on all property, real, personal, and mixed
(except as hereinafter noted) hereafter acquired by the Company in
Arkansas in conformity with the terms of the First Mortgage Indenture,
except as the United States Bankruptcy Code may affect the validity of
the lien of the First Mortgage Indenture on property acquired or
proceeds realized by the Company within the 90-day period immediately
preceding, or property acquired or proceeds realized by the Company
after, the commencement of a case under such Code, except as to the
prior lien of the First Mortgage Trustee under the First Mortgage
Indenture in certain events specified therein and except as otherwise
provided in the First Mortgage Indenture in case of consolidation or
merger. There are excepted from the lien of the First Mortgage

Indenture, as more fully set forth in the granting clauses thereof,
(1) all shares of stock, bonds, notes, evidences of indebtedness and
other securities other than such as may be or are required to be
deposited from time to time with the First Mortgage Trustee, (2) cash
other than such as may be or are required to be deposited from time to
time with the First Mortgage Trustee, (3) contracts, claims, bills and
accounts receivable, and choses in action other than such as may be or
are required to be from time to time assigned to the First Mortgage
Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under
or on lands owned by the Company, (6) goods, wares and merchandise,
equipment and supplies acquired for the purpose of sale or resale in
the usual course of business or for the purpose of consumption in the
operation, construction or repair of any of the properties of the
Company, and (7) certain properties specifically described in Schedule
B to the First Mortgage Indenture not used or useful in the business
of the Company. The Company, except as to permissible encumbrances,
as defined in the First Mortgage Indenture, has good and valid title
to the real and fixed properties in Arkansas and franchises from
Arkansas authorities now owned by it (however, such opinion need not
cover titles to rights-of-way or easements for transmission or
distribution lines);

(D) except in localities where the Company has no franchises,
which are relatively few and not of large population, or where the
failure to have such franchises will not have a material adverse
effect on the business or operations of the Company, the Company has
sufficient authority under statutory provisions or by grant of
franchises or permits by municipalities or counties to conduct its
business in Arkansas as presently conducted and as described in the
Prospectus;

(E) all statements contained in the Registration Statement and
Prospectus purporting to set forth the advice or the opinion of such
counsel or to be based upon the opinion of such counsel correctly set
forth the opinion of such counsel on such respective matters;

(F) the Arkansas Commission has duly issued its order
authorizing the issuance and sale by the Company of the Senior Notes
and the issuance of the Bonds on terms consistent with this Agreement
and such order is still in force and effect; the issuance and sale of
the Senior Notes to the Underwriters and the issuance of the Bonds to
the Trustee is in conformity with the terms of such order; and no
further approval, authorization, consent, certificate or order of the
Arkansas Commission or any other governmental or regulatory authority
is necessary with respect to the due authorization, execution and
delivery of this Agreement, the due execution, delivery or performance
of the Indenture and the First Mortgage Indenture by the Company or
for the offering, issuance, sale and delivery of the Senior Notes and
the issuance or delivery of the Bonds by the Company to the Trustee as
contemplated in this Agreement; and

(G) such counsel is not handling any litigation relating to the
Company except as set forth in a schedule attached to such opinion.

(iii) Opinion of ▇▇▇▇▇▇▇, Carton & ▇▇▇▇▇▇▇.

(A) such opinion shall cover the matters set forth in
subdivisions (A), (B), (C), (D), (E), (G), (H), (J), (L), (M) and (N)
of paragraph (c)(i) of this Section 5;

(B) the Registration Statement, including any Rule 462(b)
Registration Statement, has become effective under the 1933 Act, the
Prospectus Supplement has been filed pursuant to Rule 424(b) and/or
Rule 434 under the 1933 Act, and, to the best knowledge of said
counsel, no proceedings for a stop order in respect thereof are
pending or threatened under Section 8(d) or 8(e) of the 1933 Act;

(C) the Registration Statement, including any Rule 462(b)
Registration Statement, the Offering Terms and the Prospectus (except
as to the financial statements and financial or statistical data
contained therein, with respect to which said counsel need express no
opinion) comply as to form, in all material respects, with the
requirements of the 1933 Act, the 1934 Act and the 1939 Act and the
rules and regulations of the Commission under such Acts; and the
documents incorporated or deemed to be incorporated by reference in
the Registration Statement and the Prospectus (except as to the
financial statements and financial or statistical data contained
therein, with respect to which said counsel need express no opinion)
as of their respective dates of filing with the Commission complied as
to form in all material respects with the 1934 Act and the 1934 Act
Regulations;

(D) the Indenture and the First Mortgage Indenture have each
been qualified under the 1939 Act as and to the extent required by the
provisions of the 1939 Act; and

(E) all approvals, authorizations, consents, certificates or
orders of any state or federal commission or regulatory authority that
are necessary with respect to the issuance and sale of the Senior
Notes and the issuance of the Bonds by the Company as contemplated in
this Agreement have been obtained.

Such opinion may be subject to the reservation that, in giving
such opinion, said counsel has relied on the opinion of Oklahoma
counsel as to all matters of Oklahoma law and on the opinion of
Arkansas counsel as to all matters of Arkansas law (including without
limiting the foregoing all opinions as to titles of the Company to its
properties, the lien of the First Mortgage Indenture thereon, the
validity and sufficiency of franchises and permits, and the validity
and sufficiency of the orders described in subdivision (K) of
subsection (c)(i) of this Section 5 and subdivision (F) of subsection
(c)(i) of this Section 5), provided that such opinion shall state that
said counsel believes that the Underwriters and they are justified in
relying on the opinions of Oklahoma counsel and of Arkansas counsel.

(d) OPINION OF COUNSEL FOR UNDERWRITERS. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other Underwriters
with respect to such matters related to the issuance and sale of the Senior
Notes as the Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In giving such opinion such counsel
may rely, as to all matters governed by the laws of jurisdictions other than the
law of the State of Illinois and the federal law of the United States, upon the
opinions of Oklahoma counsel, Arkansas counsel or other counsel satisfactory to
the Representatives.

(e) OFFICERS' CERTIFICATE. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change in the condition, financial
or otherwise, or in the earnings, results of operations, properties, business
affairs or business prospects of the Company, whether or not arising in the
ordinary course of business, and the Representatives shall have received a
certificate of the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company, dated as of Closing Time,
to the effect that (i) there has been no such material adverse change, (ii) the
representations and warranties in this Agreement are true and correct with the
same force and effect as though expressly made at and as of Closing Time,
(iii) the Company has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied at or prior to Closing Time, and
(iv) no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been instituted or are
pending or, to their knowledge, are contemplated by the Commission.

(f) ACCOUNTANT'S COMFORT LETTER. At the time of the execution of this
Agreement, the Representatives shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP a
letter, dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of such letter for
each of the other Underwriters containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

(g) BRING-DOWN COMFORT LETTER. At Closing Time, the Representatives shall
have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP a letter, dated as of Closing Time, to
the effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (f) of this Section, except that the specified date
referred to shall be a date not more than three business days prior to Closing
Time.

(h) MAINTENANCE OF RATING. At Closing Time, the Senior Notes shall be
rated at least A1 by ▇▇▇▇▇'▇ Investor's Service Inc. and AA- by Standard &
Poor's Ratings Service, Inc. Since the date of this Agreement, there shall not
have occurred a downgrading in the rating assigned to any of the Company's
securities by any "nationally recognized statistical rating organization," as

that term is defined by the Commission for purposes of Rule 436(g)(2) under the
1933 Act, and no such organization shall have publicly announced that it has
under surveillance or review its rating of the Senior Notes, the First Mortgage
Bonds or any of the Company's other securities.

(i) ADDITIONAL DOCUMENTS. At Closing Time, counsel for the Underwriters
shall have been furnished with such documents and opinions as they may require
for the purpose of enabling them to pass upon the issuance and sale of the
Senior Notes and issuance and delivery of the Bonds as herein contemplated, or
in order to evidence the accuracy of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Company in connection with the issuance and sale of the
Senior Notes and issuance and delivery of the Bonds as herein contemplated shall
be satisfactory in form and substance to the Representatives and counsel for the
Underwriters.

(j) TERMINATION OF AGREEMENT. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representatives by notice to the Company at
any time at or prior to Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 7, 8 and 9 shall survive any such termination and remain
in full force and effect.

In giving the opinions contemplated by paragraphs (c) and (d) of this
Section 5, counsel may rely upon certificates of state officials as to the
Company's good standing and upon certificates of officers of the Company as to
matters of fact relevant to such opinions. In giving such opinions, counsel may
assume (i) that the Senior Notes and the Bonds have been executed on behalf of
the Company by the manual or facsimile signatures of the President or a Vice
President and the Secretary or an Assistant Secretary of the Company and have
been manually authenticated by an authorized official of the Trustee and First
Mortgage Trustee, respectively, (ii) that the signatures on all documents
examined by them are genuine, and (iii) that the written information supplied by
the Representatives and the other Underwriters expressly for use in the
Registration Statement or the Prospectus is adequate.

SECTION 6. CONDITIONS OF COMPANY'S OBLIGATIONS

The obligation of the Company to deliver the Senior Notes and the First
Mortgage Bonds upon payment therefor shall be subject to the following
conditions:

At the Closing Time, (a) the orders of the Oklahoma Commission and the
Arkansas Commission referred to in paragraph (xvii) of Section 1(a) hereof shall
be in full force and effect substantially in the form in which originally
entered and (b) no stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for that purpose shall then be
pending before, or threatened by, the Commission.

In case any of the conditions specified above in this Section 6 shall not
have been fulfilled, this Agreement may be terminated by the Company by
delivering written notice of termination to the Representatives. Any such
termination shall be without liability of any party to any other party except to
the extent provided in Section 4 hereof.

SECTION 7. INDEMNIFICATION

(a) INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including the Offering Terms, or the
omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto), or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid
in settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to
Section 7(d) below) any such settlement is effected with the written
consent of the Company; and

(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇
Brothers), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense
is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with the written information furnished to the Company by
any Underwriter through ▇▇▇▇▇▇ Brothers expressly for use in the Registration
Statement (or any amendment thereto), including the Offering Terms, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), which information is set forth on Schedule C hereto. The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to any Underwriter or to any controlling person of that
Underwriter.

(b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. Each Underwriter,
severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act against any and all loss,

liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Offering Terms,
or any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with the written information
furnished to the Company by such Underwriter through ▇▇▇▇▇▇ Brothers expressly
for use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), which information is set forth on Schedule C hereto. The foregoing
indemnity is in addition to any liability which any Underwriter may otherwise
have to the Company or any such director, officer or controlling person.

(c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by ▇▇▇▇▇▇ Brothers, and, in
the case of parties indemnified pursuant to Section 7(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; PROVIDED,
HOWEVER, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 or
Section 8 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability (including
any obligation to pay any amounts in settlements) arising out of such
litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 7(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

SECTION 8. CONTRIBUTION

If the indemnification provided for in Section 7 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Senior Notes pursuant to this
Agreement or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Underwriters on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Senior
Notes pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Senior Notes
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus, or, if Rule 434 is used, the
corresponding location on the Term Sheet, bear to the aggregate initial public
offering price of the Senior Notes as set forth on such cover.

The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 8 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Senior Notes underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 8, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 8 are several in
proportion to the principal amount of Senior Notes set forth opposite their
respective names in Schedule A hereto and not joint.

SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY

All representations, warranties and agreements contained in this Agreement
or in certificates of officers of the Company or any of its subsidiaries
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive
delivery of the Senior Notes to the Underwriters.

SECTION 10. TERMINATION OF AGREEMENT

(a) TERMINATION; GENERAL. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time
(i) if there has been, since the time of execution of this Agreement or since
the respective dates as of which information is given in the Prospectus, any
loss sustained by the Company by strike, fire, flood, accident or other calamity
of such character as to interfere materially with the conduct of the business
and operations of the Company regardless of whether or not such loss shall have
been insured, or any material adverse change in the condition, financial or
otherwise, or in the earnings, results of operations, properties, business
affairs or business prospects of the Company, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representatives, impracticable to
market the Senior Notes or to enforce contracts for the sale of the Senior
Notes, or (iii) if trading in any securities of the Company has been suspended
or materially limited by the Commission or the New York Stock Exchange, or if
trading generally on the American Stock Exchange or the New York Stock Exchange
or in the Nasdaq National Market has been suspended or materially limited, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by any of said exchanges or by such system or by
order of the Commission, the National Association of Securities Dealers, Inc. or
any other governmental authority, or (iv) if a banking moratorium has been
declared by either Federal, New York or Oklahoma authorities.

(b) LIABILITIES. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 7, 8 and 9 shall survive such termination and remain in full force and
effect.

SECTION 11. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS

If one or more of the Underwriters fails at Closing Time to purchase the
Senior Notes which it or they are obligated to purchase under this Agreement
(the "Defaulted Senior Notes"), the Representatives will have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriter or underwriters, to purchase all, but not
less than all, of the Defaulted Senior Notes in such amounts as may be agreed
upon and upon the terms herein set forth; if, however, the Representatives do
not complete such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Senior Notes does not exceed 10% of
the aggregate principal amount of the Senior Notes to be purchased
hereunder, each of the non-defaulting Underwriters will be obligated,
severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder bear
to the underwriting obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Senior Notes exceeds 10% of the
aggregate principal amount of the Senior Notes to be purchased hereunder,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter.

No action taken pursuant to this Section will relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement, either the Representatives or the Company will have the right to
postpone Closing Time for a period not exceeding seven days in order to effect
any required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "Underwriter" includes any
person substituted for an Underwriter under this Section 11.

SECTION 12. NOTICES

All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters shall be directed to the
Representatives at ▇▇▇▇▇▇ Brothers Inc., 3 World Financial Center, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, attention of Capital Markets; Bear, ▇▇▇▇▇▇▇ & Co.
Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention of Capital Markets;
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., World Financial Center, 9th Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, attention of Capital Markets; and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention of
Capital Markets; each with a copy to ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. Notices to the

Company shall be directed to it at Oklahoma Gas and Electric Company, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, Attention: President, with a copy to
▇▇▇▇▇▇▇, Carton & ▇▇▇▇▇▇▇, Quaker Tower, Suite 3100, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

SECTION 13. PARTIES

This Agreement shall each inure to the benefit of and be binding upon the
Underwriters and the Company and their respective successors. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the Underwriters and the Company and
their respective successors and the controlling persons and officers and
directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Senior Notes from any Underwriter shall be deemed
to be a successor by reason merely of such purchase.

SECTION 14. GOVERNING LAW AND TIME

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF OKLAHOMA. Except as otherwise set forth herein, specified
times of day refer to New York City time.

SECTION 15. EFFECT OF HEADINGS

The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

[Remainder of page intentionally left blank]

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.

Very truly yours,

OKLAHOMA GAS AND ELECTRIC COMPANY

By /s/A.M. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Senior Vice President

CONFIRMED AND ACCEPTED,
as of the date first above written:

▇▇▇▇▇▇ BROTHERS INC.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇
& ▇▇▇▇▇ INCORPORATED
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED

BY: ▇▇▇▇▇▇ BROTHERS INC.

By /s/M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Title: Managing Director

SCHEDULE A

Principal Amount of
Name of Underwriter Senior Notes
-------------------------------------------- -------------
▇▇▇▇▇▇ Brothers Inc. . . . . . . . . . . . $31,250,000
Bear, ▇▇▇▇▇▇▇ & Co. Inc. . . . . . . . . . 31,250,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated . . . . . . . . . . 31,250,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated . . . . . 31,250,000
-------------
Total . . . . . . . . . . . . . . . . . . . $125,000,000
-------------

Sch. A-1

SCHEDULE B

OKLAHOMA GAS AND ELECTRIC COMPANY

$125,000,000 Senior Notes, Series due July 15, 2017

1. The initial public offering price of the Senior Notes is 99.907% of
the principal amount thereof, plus accrued interest, if any, from the date of
issuance.

2. The purchase price to be paid by the Underwriters for the Senior Notes
is 99.186% of the principal amount thereof.

3. The interest rate on the Senior Notes is 6.50% per annum.

4. The Company, at its option, may redeem on any date on or after
August 15, 2004 all or, from time to time, any part of the Senior Notes at a
redemption price equal to the greater of (i) 100% of the principal amount of
such Senior Notes and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon from and after the date
of redemption discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in the Indenture), plus in each case accrued and unpaid
interest thereon to the date of redemption.

5. The holder of each Senior Note may elect to have such Senior Note, or
any portion thereof which is a multiple of $1,000, repaid on July 15, 2004 at
100% of its principal amount plus accrued and unpaid interest to July 15, 2004.

6. The Oklahoma Real Estate Mortgage Tax is 0.096%.

Sch. B-1

SCHEDULE C

The information set forth below constitutes the only information furnished
to the Company by any Underwriter expressly for use in the Registration
Statement (or any amendment thereto) or preliminary prospectus or the Prospectus
(or any amendment or supplement thereto):

The names of the Underwriters on the cover page and page S-7 of the
Prospectus Supplement dated July 15, 1997 (the "Prospectus Supplement"), the
information in the first paragraph on page S-2 of the Prospectus Supplement and
the information in the second paragraph, in the second sentence of the fourth
paragraph and in the fifth, sixth and seventh paragraphs on page S-7 of the
Prospectus Supplement.

Sch. C-1

OKLAHOMA GAS AND ELECTRIC COMPANY (an Oklahoma corporation) $125,000,000 Senior Notes, Series due July 15, 2017 PURCHASE AGREEMENT Dated: July 15, 1997

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