Introduction

It has been and shall continue to be the policy of OGE Energy Corp. and its subsidiaries and affiliates (“OGE”) that all of its directors, officers and members observe and comply with applicable laws and governmental regulations. The laws and regulations that govern the conduct of business and affect particular transactions are many and complex. Therefore, it is impossible to set forth in a policy statement all of the circumstances and actions that may conflict with applicable laws and regulations. Nevertheless, OGE’s goal is to not only comply with the law, but to avoid even the appearance of impropriety. At a minimum, this requires that all directors, officers and members of OGE must comply with all applicable laws, statutes and regulations in the performance of their corporate responsibilities, must not give or receive anything that would impair the judgment of the recipient and must always perform in accordance with high ethical standards.

Code of Ethics

The Code of Ethics highlights what OGE believes and expects regarding employee responsibility and conduct. The Code of Ethics is based upon laws and regulations as well as ethical standards that help guide our behavior and represent a framework for decision-making. Every member is expected to comply with all applicable laws, regulations, policies and procedures as well as their own personal commitment to ethical behavior. We must strive to maintain OGE’s reputation for integrity and support OGE’s commitment to act in accordance with the highest standards of ethical conduct.

The Code of Ethics cannot possibly identify all the situations where you may encounter an ethical challenge or every law or regulation with which OGE must comply. Answering the following questions may provide the guidance you need for a particular situation:

• Does my action comply with the intent and purpose of OGE policies, procedures and practices?
• Can I defend my action in front of supervisors, fellow members and the public?
• Will this action compromise me if it becomes known to my supervisor, fellow members, friends and subordinates?
• Is this action honest in every respect?
• Could this action appear inappropriate to others?
• Can I feel comfortable about doing this or does it violate my personal code of conduct?
• Should I ask about this before acting?
• It would be simple if every business decision was straight forward with no exceptions or compromises. Many are; but others are not. Some decisions are not black and white and can present us with real dilemmas. You can best protect yourself and OGE if you ask for guidance before acting.
  
  In any case where a member is not absolutely certain of an answer or interpretation, the issue should be reviewed with the next level of supervision. Another alternative is to review the issue with the OGE Ethics Officer.
  
  Each of us is responsible for our own conduct. No one, regardless of position, can direct you to engage in or tolerate illegal acts. The Code of Ethics should be used as a resource and, if you have a concern or question about whether you or others are doing the right thing, you should bring the issue immediately to the attention of your supervisor. Remember that the time to ask a question about ethical or legal behavior is before you act.
  
  It is the responsibility of every supervisor to ensure that their members understand and comply with the Code of Ethics. Supervisors have a responsibility to provide leadership and a work environment necessary to encourage ethical behavior. An important part of a supervisor's leadership responsibility is to set an example by exhibiting integrity in all dealings with fellow members, customers, suppliers and the community at large.
  
• Consistent with New York Stock Exchange listing requirements, only OGE’s board of directors or a committee of OGE’s board of directors may waive a provision of this Code of Ethics for executive officers or directors, and any waiver will be promptly disclosed to the public. Waivers of this Code of Ethics for any other person may be made only by an appropriate officer, and then only under special circumstances.
  
  This Code of Ethics will be included on OGE’s website.
• Ethics Office
• OGE’s Ethics Program serves as a comprehensive plan to prevent and detect violations of laws and regulations.
  
  OGE’s Internal Audit Officer is the Ethics Officer and has day-to-day responsibility for developing, implementing, administrating and maintaining an effective compliance program. The Ethics Officer is also responsible for developing and maintaining compliance functions, such as written communications and training, as well as providing guidance to members.
  
  Members are encouraged to contact your supervisor for guidance or clarification as to how the Code of Ethics may apply to specific situations, to report inappropriate conduct or to report actual or suspected violations of laws or regulations or the Code of Ethics.
• Reporting Violations
• If you suspect or have knowledge of a violation of a law or regulation, or of the Code of Ethics, you have an obligation to report it to your supervisor. You also are expected to seek guidance or clarification from your supervisor about how the Code of Ethics may apply to specific situations before you act. Every effort will be made to maintain confidentiality and protect your identity, or you may elect to report anonymously.
  
  Each report of a suspected or actual violation will receive a prompt review, and a determination will be made as to whether the facts warrant further investigation. No adverse action will be taken against any employee as a result of a good faith report of a violation. Every employee is expected to cooperate fully in any investigation of misconduct or work-related matters. Failure to do so will constitute a violation of OGE standards. Members may not discuss or disclose to anyone information concerning an investigation without authorization.
• Discipline
• Members who violate laws or regulations, or OGE’s Code of Ethics, will be subject to disciplinary action, up to and including discharge. In addition, certain violations may be referred to legal authorities for investigation and civil or criminal prosecution. Appropriate and consistent disciplinary measures for members who violate laws and regulations or the Code of Ethics reinforce our commitment to ethical behavior in all our business activities.
• Non-Retaliation
• Members should be encouraged to report violations of law and any conduct that violates the policies set forth in this Code of Ethics. Members are expected to assist in any investigation related to violation of these policies. OGE will not condone acts of intimidation, threats, coercion or discrimination against any individual for the purpose of interfering with or retaliating against the individual for filing a complaint, furnishing information or assisting or participating in any manner in an investigation or any other activity related to the administration of the policies contained in this Code of Ethics.
  
  If you feel you are being retaliated against in violation of this policy or if you determine you cannot address your concerns under this Code of Ethics to your supervisor, you may contact one of the following:
• * Organizational Development/Training 405.553.3480
• * Law Department 405.553.-3201
• * Corporate Ethics Officer 405.553.3014
• * Human Resources, Placement and EEO 405.553.3482