OGE ENERGY CORP. FORM OF PERFORMANCE UNIT AGREEMENT UNDER 2008 STOCK INCENTIVE PLAN

Performance Units and Award Cycle. Each Performance Unit represents and is equal to the value of one share of Company Common Stock. Subject to the provisions of the Plan, the Performance Units awarded to the Participant may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the award cycle established with respect thereto beginning on ______________ and ending on ______________ (the "Award Cycle").

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of Company's total shareholder return relative to the total shareholder return of all of the companies (the "S&P Companies") comprising the Standard and Poor's 1500 Utilities Index as of January 1, ____ and December 31, ____ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on December 31, ____). Total shareholder return ("TSR") for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor's calculated total return as of _____________ and shall be measured by the company's total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle.

Payout. Subject to Section 9 of the Plan, as soon as practicable following the end of the Award Cycle, but in no event later than the 15^th day of the third month thereafter, the Committee shall determine and certify to the number of Performance Units earned hereunder and, after the Committee certifies in writing the number of Performance Units earned and that all other material terms of the award have been satisfied, earned Performance Units, if any, will be paid to the Participant, or on the Participant's death, to the Participant's beneficiary under the Plan, by issuing a certificate for shares of Common Stock equal in number to the earned Performance Units (disregarding any fraction).

Forfeiture. All Performance Unit awards are subject to the terms and conditions of the Plan relating to Performance Units. If the Participant incurs a Termination of Employment for any reason on or before the end of the Award Cycle, all rights to or in respect of Performance Units awarded hereunder shall be forfeited except as provided in Section 8(b)(iii) or Section 9(a)(iii) of the Plan.

Acceptance of Award. By execution of this Agreement, the Participant accepts the award, acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof and agrees to be bound thereby. Participant further agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan, including any calculation of, or in connection with, the total shareholder return of the Company or any other company for the Award Cycle.

Taxes and Other Matter.

Other Condition. The award of Performance Units evidenced by this Agreement shall be subject to delivery to the Company of an executed copy of this Agreement.

Performance Units and Award Cycle. Each Performance Unit represents and is equal to the value of one share of Company Common Stock. Subject to the provisions of the Plan, the Performance Units awarded to the Participant may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the award cycle established with respect thereto beginning on ______________ and ending on ______________ (the "Award Cycle").

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the Company's Average Earnings Per Share Growth during the Award Cycle. Average Earnings Per Share Growth shall mean the amount obtained by multiplying one-third times the percentage increase or decrease in the Company's earnings per share for the year ended December 31, ____ as compared to the Company's earnings per share for the year ended December 31, ____, of $____. Thus, for example, if the Company's earnings per share were $____ for the year ended December 31, ____, the Company's Average Earnings Per Share Growth would be ____% [1/3 x ($____/$____)]. For purposes of the foregoing, all percentages shall be calculated to the nearest one-hundredth of one percent and the Company's earnings per share for any year shall be the consolidated diluted earnings per average common share of the Company as reported on the Company's Consolidated Statement of Income for such year. The number of Performance Units earned for the Award Cycle shall be determined in accordance with the following chart:

Payout. Subject to Section 9 of the Plan, as soon as practicable following the end of the Award Cycle, but in no event later than the 15^th day of the third month thereafter, the Committee shall determine and certify to the number of Performance Units earned hereunder and, after the Committee certifies in writing the number of Performance Units earned and that other material terms of the award have been satisfied, earned Performance Units, if any, will be paid to the Participant, or on the Participant's death, to the Participant's beneficiary under the Plan, by issuing a certificate for shares of Common Stock equal in number to the earned Performance Units (disregarding any fraction).

Forfeiture. All Performance Unit awards are subject to the terms and conditions of the Plan relating to Performance Units. If the Participant incurs a Termination of Employment for any reason on or before the end of the Award Cycle, all rights to or in respect of Performance Units awarded hereunder shall be forfeited except as provided in Section 8(b)(iii) or Section 9(a)(iii) of the Plan.

Acceptance of Award. By execution of this Agreement, the Participant accepts the award, acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof and agrees to be bound thereby. Participant further agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan, including any calculation of, or in connection with, earnings per share of the Company or any other company for the any period.

Taxes and Other Matter.

Other Condition. The award of Performance Units evidenced by this Agreement shall be subject to delivery to the Company of an executed copy of this Agreement.

Performance Units and Award Cycle. Each Performance Unit represents and is equal to $____ per unit. Subject to the provisions of the Plan, the Performance Units awarded to the Participant may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the award cycle established with respect thereto beginning on _____________ and ending on _______________ (the "Award Cycle").

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on Enogex's Average EBITDA Per Unit Growth during the Award Cycle. Enogex's Average EBITDA Per Unit Growth shall mean the amount obtained by multiplying one-third times the percentage increase or decrease in Enogex EBITDA Per Unit for the year ended December 31, ____ as compared to Enogex EBITDA Per Unit for the year ended December 31, ____, of $____. Thus, for example, if Enogex EBITDA Per Unit were $____ for the year ended December 31, ____, Enogex's Average EBITDA Per Unit Growth would be ___% [1/3 x ($____/$____)]. For purposes of the foregoing: (i) all percentages shall be calculated to the nearest one-hundredth of one percent, (ii) Enogex EBITDA shall mean, as shown on the consolidated income statement of Enogex LLC unless otherwise stated, net income from continuing operations plus interest expense, income taxes, depreciation expense, and amortization expense (including any amortization of acreage dedication fees not presented under the amortization caption under GAAP), less interest income, and (iii) Enogex EBITDA Per Unit shall mean Enogex EBITDA divided by the weighted average number of outstanding membership units of Enogex Holdings LLC for the period in question. The number of Performance Units earned for the Award Cycle shall be determined in accordance with the following chart:

Payout. Subject to Section 9 of the Plan, as soon as practicable following the end of the Award Cycle, but in no event later than the 15^th day of the third month thereafter, the Committee shall determine and certify to the number of Performance Units earned hereunder and, after the Committee certifies in writing the number of Performance Units earned and that other material terms of the award have been satisfied, earned Performance Units, if any, will be paid to the Participant, or on the Participant's death, to the Participant's beneficiary under the Plan in cash, by paying an amount equal to the number of earned Performance Units (disregarding any fraction) multiplied by $____.

Forfeiture. All Performance Unit awards are subject to the terms and conditions of the Plan relating to Performance Units. If the Participant incurs a Termination of Employment for any reason on or before the end of the Award Cycle, all rights to or in respect of Performance Units awarded hereunder shall be forfeited except as provided in Section 8(b)(iii) or Section 9(a)(iii) of the Plan.

Acceptance of Award. By execution of this Agreement, the Participant accepts the award, acknowledges receipt of a copy of the Plan (a copy of which is attached as Annex I), and represents that the Participant is familiar with the terms and provisions thereof and agrees to be bound thereby. Participant further agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan, including any calculation of, or in connection with, Enogex's Average EBITDA Per Unit Growth. Participant further agrees that, if certain events occur (which events are referenced in resolutions adopted by the Committee on the date this award of Performance Units was approved by the Committee) during the Award Cycle, then the Performance Goal of Enogex's Average EBITDA Per Unit Growth in Section 2 above shall be changed so that the Performance Goal for the Performance Units evidenced by this Agreement are based 50% on total shareholder return (which is the Performance Goal for other Performance Units being awarded to Participant on this date) and 50% on OGE Energy's Average Earnings Per Share Growth (which is a Performance Goal for Performance Units being awarded to other participants in the Plan on this date), with the payout, if any, of each of these Performance Goals being made in OGE Energy Common Stock.

Taxes and Other Matter. By execution of this Agreement, the Participant agrees to pay all withholding and other taxes payable by the Participant with respect to Performance Units earned under this Agreement at such times and in such manner as the Company may request, and the Participant further agrees to comply with all Federal and State securities laws.

Other Condition. The award of Performance Units evidenced by this Agreement shall be subject to delivery to the Company of an executed copy of this Agreement.