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POWER OF ATTORNEY
WHEREAS, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation
(herein referred to as the "Company") is to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 relating to the issuance and
sale of up to $110 million principal amount of its debt securities; and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set forth opposite his or her name, respectively.
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
James R. Hatfield and Steven E. Moore and each of them individually, his or
her attorney, with full power to act for him or her and in his or her name,
place and stead, to sign his or her name in the capacity or capacities set
forth below to the Form S-3 Registration Statement relating to the issuance
and sale of up to $110 million principal amount of the Company's s debt
securities and guarantees and to any and all amendments (including
post-effective amendments) to such Registration Statement, and hereby
ratifies and confirms all that said attorney may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
20th day of September, 2000.
Steven E. Moore, Director and Principal
Executive Officer /s/ Steven E. Moore
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Herbert H. Champlin, Director /s/ Herbert H. Champlin
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Luke R. Corbett, Director /s/ Luke R. Corbett
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William E. Durrett, Director /s/ William E. Durrett
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Martha W. Griffin, Director /s/ Martha W. Griffin
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Hugh L. Hembree, III, Director /s/ Hugh L. Hembree, III
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Robert Kelley, Director /s/ Robert Kelley
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Bill Swisher, Director /s/ Bill Swisher
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Ronald H. White, M.D., Director /s/ Ronald H. White
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James R. Hatfield, Principal Financial Officer /s/ James R. Hatfield
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Donald R. Rowlett, Principal Accounting
Officer /s/ Donald R. Rowlett
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STATE OF OKLAHOMA )
) SS
COUNTY OF OKLAHOMA )
On the date indicated above, before me, Shirley Kay Phinney, Notary
Public in and for said County and State, personally appeared the above named
directors and officers of OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma
corporation, and known to me to be the persons whose names are subscribed to
the foregoing instrument, and they severally acknowledged to me that they
executed the same as their own free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the 20th day of September, 2000.
Shirley Kay Phinney
Notary Public in and for the County
Of Oklahoma, State of Oklahoma
My Commission Expires:
March 7, 2002
