Sch Clause Samples

Sch. A-1 Schedule B -- Information Provided by Underwriters.................................................Sch. B-1 OGE ENERGY CORP. (AN OKLAHOMA CORPORATION) ____ SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE PURCHASE AGREEMENT , To: Ladies and Gentlemen: OGE Energy Corp., an Oklahoma corporation (the "Company"), confirms its agreement with (the "Representative"), and (collectively, with the Representative, the "Underwriters," which term includes any underwriter substituted as hereinafter provided in Section 11 hereof), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares (the "Firm Shares") and at the election of the Underwriters an aggregate of __________ additional shares (the "Option Shares") of common stock, par value $0.01 per share, of the Company, in each case, including the associated preferred stock purchase rights (the "Common Stock"). The Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter collectively called the "Shares." The Company understands that the Underwriters propose to make a public offering of the Shares as soon as they deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333- ) covering the registration of the Shares 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 elects 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, ...

Sch. A-13 MONEY MARKET FUNDS ------------------ Active Assets California Tax-Free Trust 05/31/97, as amended on 0.45% of the portion of the daily net assets not 04/30/98 exceeding $500 million; 0.375% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.325% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.30% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.275% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.25% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.225% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.20% of the portion of the daily net assets exceeding $3 billion Active Assets Government Securities 05/31/97, as amended on 0.45% of the portion of the daily net assets not Trust 04/30/98 exceeding $500 million; 0.375% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.325% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.30% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.275% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.25% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.225% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.20% of the portion of the daily net assets exceeding $3 billion. Active Assets Institutional Government 03/08/02 0.10% of the daily net assets. Securities Trust On an ongoing basis, the Investment Adviser has agreed under this Agreement with the Fund to assume Fund operating expenses (except for brokerage fees) to the extent that such operating expenses exceed on an annualized basis 0.20% of the average daily net assets of the Fund. This may reduce the fees under this Agreement and the Administration Agreement below 0.15% for the Fund. Sch.A-14 MONEY MARKET FUNDS ------------------ Active Assets Institutional Money Trust 01/06/00 0.10% of the daily net assets. On an ongoing basis, the Investment Adviser has agreed under this Agreement with the Fund to assume Fund operating expenses (except for brokerage fees) to the extent that such operating expenses exceed on an annualized basis 0.20%...

Sch. A-1 Schedule B -- Pricing Information........................................................................

Sch. The Local Manager allocates the Pools based on a periodic assessment of the quality of the Research Services provided to the Local Manager by the participating brokers during that period. The Local Manager tends to consider, without limitation, the quality of the analyst service, the sales service, and the company meetings that have been arranged with senior management of companies in which the Local Manager invests for its clients. Decisions are being taken based on a voting system in which the Local Manager equity portfolio managers participate. As part of a relationship management effort, the Local Manager will meet periodically with those providers of Research Services that the Local Manager deems most significant.

Sch. The Local Manager will determine the relative importance of each factor using the following criteria: (a) the characteristics of the Investment Adviser; (b) the characteristics and nature of the Transaction, including whether any specific instructions are given by the Investment Adviser; (c) the characteristics of the financial instruments that are the subject of the Transaction; and (d) the characteristics of the execution venues to which the Transaction can be directed. While the Local Manager will take all reasonable steps, based on the resources available to it, to satisfy itself that it has processes in place that can reasonably be expected to lead to the delivery of the best possible result, the Local Manager does not guarantee that it will always be able to obtain the best possible result in relation to each Transaction.

Sch. 2 Pt 14 substituted by Nos 9114 s. 3(1), 9570 s. 3(1), amended by Nos 61/1993 s. 35(a)(i)(ii), 57/1995 s. 29(2)(Sch. 3 Pt A(e)), 46/1998 s. 7(Sch. 1), 54/2008 s. 10(2).

Sch. B-1 SCHEDULE C ---------- PRICING TERMS ------------- Price per Unit to public: $_______ Underwriting discounts and commissions per Unit: $______ Offering proceeds to the Company, before expenses: $_________ Closing Date: _______, 2007 EXHIBIT A Opinion of counsel for the Company to be delivered pursuant to Section 5(d) of the Underwriting Agreement. ----------------------------------------------------------------------- References to the Prospectus in this Exhibit A include any supplements thereto at the First Closing Date and, if applicable, each Subsequent Closing Date. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

Sch. C.1 (CONT.) ** PAGE CAPTION #1** ** PAGE CAPTION #2** ** PAGE CAPTION #3** ------------------- ----------------------------------------------- ----------------- ------ UNIVERSAL PRODUCT PRODUCT SIZE PRC CODE BAS ------------------- ----------------------------------------------- ----------------- ------ BACON AND SALT MEATS ---------------------------- 50100-30146 40% LOW SALT BACON 16/12 OZ LB 50100-30151 LOWER SALT L-BOARD BACON 16/12 OZ LB 50100-32109 24-1 LB ARM LOW SALT BACON 24/1 LB LB 50100-30017 STAR SLCD BACON, 24/1# 24/1 LB LB 50100-30280 12/1 ARM MAPLE BAC-TUK 12/1 LBS LB 50100-30290 16/12 ARM MAPLE BAC-TUK 16/12 OZ LB 50100-30001 *L BOARD SL BCN 24/16 24/1 LB LB 50100-30025 STAR 12/2# 4P THICK SL B▇▇▇▇ 12/2 LB LB 50100-37211 STAR 32/12Z SLICED BCN 32/12 OZ LB 50100-30004 *SLI BCN L-BOARD 32/12 Z 32/12 OZ LB 50100-37210 16/12 CNTR CUT PAN SIZE BCN 16/12 OZ LB 50100-24033 32/12 ARM MELDSWT BAC/TUX 32/12 OZ LB 50100-24032 24/1 ARM MELD SWT BAC-TUK 24/1 LBS LB 50100-24035 32/1▇ ▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇ ▇▇/▇▇ ▇▇ ▇▇ ▇▇▇00-24034 24/1 ARM MELD L.S. BAC TUK 24/1 LBS LB NEW! NEW! NEW! NEW! ---------------------------- 50100-36675 1# COLUMBIAN BACON 24/1 LB LB 50100-37798 32/12Z YP COLUMBIA SLICD BC 32/12 OZ LB SMOKED MEATS GOLDEN STAR BONELESS HAMS: ---------------------------- 50100-33663 ARM G.S. NJ HAM 9-11 2 PC BOX LB 50100-33683 ARM G.S. O-SHPD NJ HAM 8-10 ▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇▇ 1# GS H▇▇ ▇▇▇CES 12/1# 12/1 LB LB 50100-00761 GS H▇▇ ▇▇▇CES 2# 6/2 LB LB 50100-00764 GS H▇▇ ▇▇▇AK 24/6Z 24/6 OZ LB LOWER SALT BONELESS HAMS: ---------------------------- 50100-35215 LOW SALT BNLS HAM 1.5-2 8P 8/1.75 PC LB '1877' BONELESS HAMS: ---------------------------- 50100-38692 1877 MINI-HALF HAM (2-2.5) 12/2.25 LB LB 50100-38689 1877 MINI-WHOLE HAM (4-5#) 6/4.50 LB LB 50100-38691 1877 SLICE HALF HAM 2-40 8P 8/3.50 LB LB 50100-38616 1877 HNY CRD HALF HAM, 8 PC 8/3.50 PC LB 50100-38615 1877 HONEY CURED WHL HAMS 5-7 4/7 LB LB 50100-38684 1877 -1/2 BONLESS HAM 4# AVG 8/3.50 PC LB 50100-38683 1877 WHOLE HAM, 6-8#, 4 PCS 4/7 PC LB 50100-38688 ARM 1877 W/A HAM FLAT 8-10 2/9.05 LBS LB

Sch. Schools and preschools – country incentives from 2003 (incl.) Sch. 3