ENOVA CORPORATION
               1998 DEFERRED COMPENSATION AGREEMENT
                       FOR NONEMPLOYEE DIRECTORS


     THIS AGREEMENT, made and entered into this _____ day of 
December, 1997, by and between Enova Corporation or any of its 
subsidiaries, (hereinafter "Company") and __________________ 
(hereinafter "Director"), a member of the Board of Directors of 
Company (hereinafter the "Board"),

                             WITNESSETH:

     WHEREAS, fees are paid to Directors as a retainer; and 

     WHEREAS, Director and Company desire that the payment of said 
fees to Director be deferred, pursuant to the terms and provisions 
of this Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  This Agreement shall be effective on the first date 
subsequent to its execution upon which Director's fees would 
otherwise be payable to Director for service as a member of the 
Board and shall continue in effect until this Agreement is 
terminated as provided herein.

     2.  Company shall credit to an account on Company's books, in 
Director's name, that portion of such Director's fees otherwise 
payable to Director as may be specified by Director on an election 
form submitted to Company simultaneously with the execution of 
this Agreement.

     3.  There shall be credited to Director's account an 
additional amount equal to eight and sixty-eight one-hundreths 
(8.68%) per annum computed on the balance in Director's account as 
of the end of each month; provided, however, that Company reserves 
the right to increase or decrease from time to time such amount 
with respect to amounts to be credited to the account subsequent 
to the date of such increase or decrease, provided that upon a 
"change-in-control" (as defined in the Enova Corporation 1986 
Long-Term Incentive Plan) the percentage used shall not decrease 
to less than the last published rate shown in Moody's Average of 
Yields on Public Utility Bonds for a utility having a rating 
equivalent to Company.

     4.  All amounts credited to Director's account pursuant to 
paragraphs 2 and 3 hereof shall be paid to Director in a lump sum 
on the date specified by Director on the Director's election form.  
In the event of Director's death before any payment due under this 
paragraph 4 has been paid, such payment due shall be paid in a 
lump sum to the person specified by the Director on the election 
form as soon as administratively practicable.

     Notwithstanding the foregoing, a Director (or former Director 
whose services have terminated, hereinafter referred to in this 
paragraph as "Director") may, at any time, elect to withdraw all 
or a portion of the balance in the Director's account prior to the 
time such amount is otherwise due and payable, subject to a 
withdrawal penalty (the amount to be withdrawn prior to the 
application of the withdrawal penalty shall be referred to as the 
"Gross Withdrawal Amount", 

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which may not exceed the balance of the account immediately prior 
to the withdrawal).  The Director shall make this election by 
filing a written notice with the Committee on a form provided by 
the Committee.  Within thirty days following the Committee's 
receipt of such notice, an amount equal to 90% of the Gross 
Withdrawal Amount (less applicable withholding tax) shall be paid 
to the Director in a cash lump sum.  Upon payment of such 
withdrawal, (a) a withdrawal penalty equal to 10% of the Gross 
Withdrawal Amount shall be permanently forfeited, and the Company 
shall have no obligation to the Director or the Director's spouse 
or beneficiary with respect to such forfeited amount and (b) the 
Director shall be ineligible to have any additional bonus or base 
compensation amounts credited to the Director's account pursuant 
to this Agreement (or any subsequent Deferred Compensation 
Agreement) for the balance of the calendar year of withdrawal and 
the subsequent calendar year.  

     5.  No amounts credited to Director's account may be 
assigned, transferred, encumbered, or made subject to any legal 
process for the payment of any claim against Director, Director's 
spouse or beneficiary.  In no event shall Director, Director's 
spouse or beneficiary have the right to recover any fees credited 
to Director's account other than in accordance with this 
Agreement.

     6.  Nothing contained in this Agreement and no action taken 
pursuant to the provisions of this Agreement shall create or be 
construed to create a trust of any kind, or a fiduciary 
relationship between Company and the Director or any other person.  
To the extent that any person acquires a right to receive payments 
from Company under this Agreement, such right shall be no greater 
than the right of any unsecured general creditor of Company.  
Title to and beneficial ownership of any assets, whether cash or 
investments which Company may earmark to pay the deferred 
compensation hereunder, shall at all times remain assets of 
Company and neither the Director nor any other person shall, under 
this Agreement, have any property interest whatsoever in any 
specific assets of Company.

     7.  The existence of this Agreement shall not confer upon any 
Director any right to continue to serve as a Director for any 
period of time.

     8.  This Agreement may be terminated by Company upon 30 days 
written notice to the Director.  Such termination shall be 
applicable only with respect to fees payable to Director on and 
after the first day of the calendar year following the date of 
termination.  Funds previously deferred and credited (and income 
earned on such funds) will continue to be governed by the 
applicable year's director election form and Section 3 of this 
Agreement.

     9.  Director acknowledges that Director has been advised that 
Director may confer with and seek advice from a tax or financial 
advisor of Director's choice concerning this deferral.  Director 
further acknowledges that Director has not received tax advice 
from Company nor has Director relied upon information provided by 
Company in electing to make this deferral.

     IN WITNESS WHEREOF, this Agreement has been executed on the 
day and year written above.


NONEMPLOYEE DIRECTOR                COMPANY

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_________________________________  By ____________________________
Signature of Nonemployee Director  Company _______________________
                                   Title _________________________


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