Amendment No. 3 to OGE Energy Corp. Deferred Compensation Plan (Effective January 1, 2012)

Summary

This amendment, executed by OGE Energy Corp., modifies the company's Deferred Compensation Plan effective January 1, 2012. It changes the vesting schedule for matching credits credited to participants' accounts on or after that date. Under the new terms, participants become fully vested in matching credits after three or more years of service, while those with less than three years receive 30% vesting. The amendment was authorized by the company's Benefits Oversight Committee and signed by an authorized officer.

EX-10.39 5 oge201110-kxex1039.htm EXHIBIT 10.39 OGE 2011 10-K - Ex. 10.39

Exhibit 10.39

Amendment Number 3 to the

OGE Energy Corp. Deferred Compensation Plan

(As Amended and Restated Effective January 1, 2005)

OGE Energy Corp., an Oklahoma corporation (the "Company"), by action of its Benefits Oversight Committee taken in accordance with the authority granted to it by Article X of the OGE Energy Corp. Deferred Compensation Plan (As Amended and Restated Effective January 1, 2005), as heretofore amended (the "Plan"), hereby further amends the Plan in the following respects effective as of January 1, 2012:

1. By inserting, immediately before the last paragraph of Section 5.3 of the Plan, a new paragraph to read as follows:

Notwithstanding any provision of the Plan, with respect to Matching Credits credited to a Participant's Account on or after January 1, 2012, as adjusted for assumed investment return, the Participant's vested percentage shall be determined in accordance with the following schedule:



Years of Service	Percentage of Matching Credits Vested
Less than 3	0%
3 or more	100%

IN WITNESS WHEREOF, the Company has caused this instrument to be signed by a duly authorized officer on this 18th day of November, 2011.

OGE ENERGY CORP.

By: /s/ Stephen E. Merrill