0001021635-08-000489 Sample Contracts

DISTRIBUTION AGREEMENT DATED AS OF NOVEMBER 20, 2008 BETWEEN OGE ENERGY CORP. AND
Distribution Agreement • November 20th, 2008 • Oge Energy Corp. • Electric services • New York

OGE Energy Corp., an Oklahoma corporation (the “Company”), confirms its agreement with J.P. Morgan Securities Inc., as agent (“you” or “JPMS”) with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below, of up to an aggregate of 2,500,000 shares (the “Maximum Number of Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. Such shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus referred to below.

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