Exhibit (10) 18

                          CENTRAL AND SOUTH WEST SYSTEM
                        SPECIAL EXECUTIVE RETIREMENT PLAN
                (As Amended and Restated Effective July 1, 1997)

The Central and South West  Special  Executive  Retirement  Plan,  an  unfunded,
nonqualified  deferred compensation plan originally adopted by Central and South
West Corporation in 1979, has been amended and restated  effective as of July 1,
1997. The  provisions of the Special  Executive  Retirement  Plan as amended and
restated  below will apply only to eligible  employees of Central and South West
Corporation and its  subsidiaries  who are employed by a Participating  Employer
(as hereinafter  defined) on or after July 1, 1997. Special Executive Retirement
Plan benefits payable to any employee of a Participating  Employer,  who retired
or otherwise terminated employment before July 1, 1997, will be determined under
the terms of the Special Executive Retirement Plan in effect on June 30, 1997.

                  1. Purpose.  The purpose of the Special  Executive  Retirement
Plan is  generally to provide (i)  benefits in excess of the  limitations  under
Sections  401(a)(17)  and 415 of the Code for employees who  participate  in the
Central and South West System Cash  Balance  Retirement  Plan and (ii)  benefits
that supplement the benefits  payable under the Cash Balance  Retirement Plan to
selected employees.

                  2. Definitions.  The following definitions are used throughout
the Special  Executive  Retirement  Plan.  Terms that appear in initial  capital
letters  that are not defined in this Section have the meanings set forth in the
Cash Balance Retirement Plan.

                      (a) "Board of  Directors"  means the Board of Directors of
the Company.

                      (b) "Code"  means the Internal  Revenue  Code of 1986,  as
amended and in effect from time to time.

                      (c) "Committee"  means the  Compensation  Committee of the
Board of Directors.

                      (d) "Company" means Central and South West Corporation,  a
Delaware corporation.

                      (e)  "Grandfathered  Participant"  means a Participant who
(i) is an employee  of a  Participating  Employer on July 1, 1997,  and (ii) has
both attained age 50 and  completed at least ten years of vesting  service under
the Retirement Plan on such date.

                      (f)  "Participant"  means an  employee  who is eligible to
receive benefits under the Special Plan. The term "Participant" will include a 
deceased Participant's  beneficiary who is entitled to receive a death benefit
under the Retirement Plan.

                      (g)  "Participating  Employer"  means the Company and each
subsidiary of the Company that is a participating employer under the Retirement
Plan.

                      (h)  "Prior Plan Formula" means the Career Average Pay 
Formula or the Final Average Pay Formula under the Retirement Plan.

                      (i)  "Retirement Plan" means the Central and South West
System Cash Balance Retirement Plan sponsored by the Company, as amended and

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restated effective July 1, 1997, and as further amended and in effect from time
to time, which is a defined benefit pension plan intended to qualify under
Section 401(a) of the Code.

                      (j)  "Special Plan" means the Central and South West
System Special Executive Retirement Plan, as amended and in effect from time to
time.

                  3.  Excess Benefit.

                      (a)  Eligibility.  A Participant who is eligible to
receive a benefit under the Retirement Plan will be eligible to receive the 
excess benefit described in subsection (b) or subsection (c) below.

                      (b)  Cash Balance Benefit.  A Participant who receives a
benefit under the cash balance provisions of the Retirement Plan will be 
entitled to receive a benefit under the Special Plan in an amount equal to the
difference between (i) and (ii), where:

                            (i) is  the  benefit that  would be  payable  to the
         Participant  under the cash balance  provisions of the Retirement  Plan
         determined before applying any provision reducing  retirement  benefits
         because of the limitation on compensation  under Section  401(a)(17) of
         the Code or the maximum  benefit  limitations  under Section 415 of the
         Code; and

                            (ii) is the benefit payable to the Participant under
         the cash balance  provisions of the Retirement  Plan after applying the
         limitation on compensation under Section 401(a)(17) of the Code and the
         maximum benefit limitations of Section 415 of the Code.

                      (c)  Prior Formula Benefit.  Notwithstanding the foregoing
provisions of this Section, if the Retirement Plan benefit paid to a Participant
is the benefit the Participant had accrued at July 1, 1997, under a Prior Plan 
Formula, the Participant's  Special Plan benefit (if any)  will be the  benefit
the Participant had earned as of July 1, 1997, determined under the provisions
of the Central and South West System  Special Executive Retirement Plan in
effect on June 30, 1997.

                  4.  Final Average Pay Cash Balance Benefit.

                      (a) Eligibility.  A Participant who is eligible to receive
a benefit under the cash balance provisions of the Retirement Plan and who at
termination of employment holds the office of Vice President of a Participating
Employer or any higher corporate office will be entitled to receive the benefit
described in subsection (b) below.

                      (b) Benefit.  An eligible  Participant will be entitled to
receive a benefit under the Special Plan in an amount equal to the greater of 
the benefit  described in (i)(A) or (i)(B) below, in either case reduced by the
benefit described in (ii) below, where:

                           (i)(A) is the  benefit  that  would be payable to the
         Participant  under the cash balance  provisions of the Retirement  Plan
         determined before applying any provision reducing  retirement  benefits
         because of the limitation on compensation  under Section  401(a)(17) of
         the Code or the maximum  benefit  limitations  under Section 415 of the
         Code;

                           (i)(B) is the  benefit  that  would be payable to the
         Participant under the cash balance provisions of the Retirement Plan if
         the  Participant's  Cash Balance  Account were  credited with an amount
         determined by multiplying  the  Participant's  Final Average Pay by the
         sum of the Participant's annual compensation  contribution  percentages
         under the Retirement  Plan  (beginning with the Plan Year for which the

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         Participant  is first  allocated an annual  contribution  credit),  but
         without any interest  credits under the Retirement Plan, and determined
         before applying any provision reducing  retirement  benefits because of
         the limitation on compensation  under Section 401(a)(17) of the Code or
         the maximum benefit limitations under Section 415 of the Code; and

                           (ii) is the benefit payable to the Participant  under
         the cash balance  provisions of the retirement  Plan after applying the
         limitation on compensation under Section 401(a)(17) of the Code and the
         maximum benefit limitations under Section 415 of the Code.

                  5.  Enhanced Cash Balance Benefit.

                      (a)  Eligibility. A Participant who is otherwise eligible
to receive a benefit under Section 3 or Section 4 will receive the benefit under
this Section if the Participant has been designated by the Committee as eligible
to receive an enhanced cash balance benefit.

                      (b) Benefit.  The Committee in its complete discretion may
provide one or more Participants with an enhanced benefit that is greater than
the benefit  provided under Section 3 or Section 4.  The terms and conditions of
the enhanced benefit for each eligible Participant as approved by the Committee 
will be set forth on a separate Appendix to the Plan.

                  6.  Benefit for Grandfathered Participants.

                      (a)  Eligibility.  A Participant who is a Grandfathered
Participant and whose retirement benefit under the Retirement Plan is determined
and paid to the Participant under a Prior Plan Formula will be entitled to the
benefit described in subsection (b) below.

                      (b) Benefit. A Grandfathered  Participant will be entitled
to receive a benefit under the Special Plan in an amount equal to the difference
between (i) and (ii) where:

                           (i) is the  Retirement  Plan  benefit  that  would be
         payable  to the  Participant  under the Prior Plan  Formula  determined
         before applying any provision reducing  retirement  benefits because of
         the limitation on compensation  under Section 401(a)(17) of the Code or
         the maximum benefit limitations under Section 415 of the Code; and

                           (ii) is the benefit payable to the Participant  under
         the Prior Plan Formula after  applying the  limitation on  compensation
         under  Section   401(a)(17)  of  the  Code  and  the  maximum   benefit
         limitations under Section 415 of the Code.

                  7.  Nonduplication of Benefits.  A Participant who is eligible
to receive a Special Plan  benefit  under more than one Section will receive the
benefit determined under Section 3, Section 4, Section 5 or Section 6, whichever
Section  produces the greatest  benefit,  but the  Participant may not receive a
benefit under more than one of such Sections.

                  8. Vesting.  Subject to the rights of general creditors as set
forth in Section 11 and the right of the Company to discontinue the Special Plan
as provided in Section 14, a Participant  will have a vested and  nonforfeitable
interest in the benefits  payable  under the Special Plan to the same extent and
in the same manner as the  Participant's  benefit is vested under the Retirement
Plan.

                  9.  Commencement of Benefits.  The benefits  payable under the
Special  Plan will be paid or will  begin at the same time as the  Participant's
benefit is paid or begins under the Retirement Plan.

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                 10. Form of Benefits.  The benefits  payable  under the Special
Plan  will be paid to the  Participant  in the  same  form as the  Participant's
benefit is paid under the Retirement  Plan.  Notwithstanding  the  foregoing,  a
Participant  may elect in accordance  with rules and  procedures  adopted by the
Committee  from time to time to receive his Special  Plan  benefit in a lump sum
payment  without regard to the form of payment of his  Retirement  Plan benefit,
provided  such  election is made by the  Participant  at least 12 months  before
benefits  under the Special Plan are scheduled to be paid.  All forms of payment
under the Special Plan will be calculated  using the same actuarial  factors and
assumptions that are used under the Retirement Plan to convert a Retirement Plan
benefit to the same form of payment.

                 11. Funding of Benefits. The Special Plan will be unfunded. All
benefits payable under the Special Plan will be paid from the Company's  general
assets,  and nothing  contained  in the Special Plan will require the Company to
set aside or hold in trust any funds for the benefit of a Participant,  who will
have the status of a general  unsecured  creditor  with respect to the Company's
obligation  to make payments  under the Special  Plan.  Any funds of the Company
available to pay  benefits  under the Special Plan will be subject to the claims
of  general  creditors  of the  Company  and may be used for any  purpose by the
Company.

                  12.  Administration of the Plan. The Committee will administer
the Special  Plan and will keep a written  record of its action and  proceedings
regarding the Special Plan and all dates, records, and documents relating to its
administration of the Plan. The Committee is authorized to interpret the Special
Plan,  to make,  amend,  and rescind  such rules as it deems  necessary  for the
proper  administration  of the Special  Plan,  to make all other  determinations
necessary or advisable for the administration of the Special Plan and to correct
any defect or supply any omission or reconcile any  inconsistency in the Special
Plan in the manner and to the extent that the Committee deems desirable to carry
the  Special  Plan into  effect.  The powers and  duties of the  Committee  will
include, without limitation, the following:

                           (i)  determining  the amount of  benefits  payable to
         Participants  and authorizing and directing the Company with respect to
         the payment of benefits under the Special Plan;

                           (ii)  construing  and  interpreting  the Special Plan
         whenever  necessary to carry out its  intention  and purpose and making
         and publishing such rules for the regulation of the Special Plan as are
         not inconsistent with the terms of the Special Plan; and

                          (iii)   compiling  and   maintaining  all  records  it
         determines  to be  necessary,  appropriate  or convenient in connection
         with the administration of the Special Plan.

Any action taken or determination made by the Committee will, subject to appeals
as provided in section 13 below, be conclusive on all parties.

                  13.  Claims Procedure.

                      (a)  Claim for Benefits.  If a Participant does not,
receive the timely payment of the benefits which the Participant believes are 
due under the Special Plan, the Participant may make a claim for benefits in the
manner hereinafter provided.

                      All claims for  benefits  under the  Special  Plan will be
made in writing and will be signed by the Participant.  Claims will be submitted

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to the Committee,  or to a representative designated  by the  Committee.  If the
Participant  does not  furnish  sufficient  information  with the  claim for the
Committee to determine the validity of the claim, the committee will indicate to
the Participant any additional  information which is necessary for the Committee
to determine the validity of the claim.

                       Each claim  hereunder  will be acted on and  approved  or
disapproved  by the  Committee  within  90 days  following  the  receipt  by the
Committee of the  information  necessary to process the claim.  In the event the
Committee  denies a claim for benefits in whole on in part,  the Committee  will
notify  the  Participant  in  writing  of the denial of the claim and notify the
Participant of his right to a review of the Committee's decision. Such notice by
the Committee  will also set forth,  in a manner  calculated to be understood by
the Participant, the specific reason for such denial, the specific provisions of
the Special Plan on which the denial is based,  a description  of any additional
material or  information  necessary to perfect the claim with an  explanation of
the Special Plan's appeals procedure as set forth in this Section.

                       If  no   action   is  taken  by  the   Committee   on  an
Participant's  claim within 90 days after receipt by the  Committee,  such claim
will be deemed to be denied for purposes of the following appeals procedure.

                       (b) Appeal of Claims Denial.  Any Participant whose claim
for  benefits  is  denied  in whole or in part may  appeal  for a review  of the
decision by the full  Committee.  Such appeal must be made within  three  months
after the Participant  has received actual or constructive  notice of the denial
as provided above. An appeal must be submitted in writing within such period and
must:
                            (i)  request a review by the Committee of the claim 
                  for benefits under the Special Plan;

                             (ii) set forth all of the  grounds  upon  which the
                  Participant's  request  for  review  is based and any facts in
                  support thereof; and

                            (iii)  set forth any  issues or  comments  which the
                  Participant deems pertinent to the appeal.

                  The Committee will regularly  review appeals by  Participants.
The Committee  will act upon each appeal  within 60 days after  receipt  thereof
unless special circumstances require an extension of the time for processing, in
which case a decision  will be rendered by the Committee as soon as possible but
not later than 120 days after the appeal is received by the Committee.

                  The Committee  will make a full and fair review of each appeal
and any written materials submitted by the Participant in connection  therewith.
The  Committee  may require the  Participant  to submit such  additional  facts,
documents,  or other evidence as the Committee in its discretion deems necessary
or advisable in making its review. The Participant will be given the opportunity
to review pertinent  documents or materials upon submission of a written request
to the  Committee,  provided  the  Committee  finds the  requested  documents or
materials are pertinent to the appeal.

                  On the  basis  of its  review,  the  Committee  will  make  an
independent  determination of the  Participant's  eligibility for benefits under
the Special  Plan.  The decision of the Committee on any claim for benefits will
be final and conclusive upon all parties thereto.

                  In the  event  the  Committee  denies an appeal in whole or in
part, the Committee will give written notice of the decision to the Participant,
which notice will set forth,  in a manner  calculated  to be  understood  by the
Participant,  the specific  reasons for such denial and which will make specific
reference  to the  pertinent  provisions  of  the  Special  Plan  on  which  the
Committee's decision is based.

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                  14.  Miscellaneous.

                       (a) No Right to  Employment.  Nothing in the special Plan
will  confer  upon a  Participant  the right to  continue  in the  employ of the
Company or an  affiliate  of the Company or will limit or restrict  the right of
the Company or any affiliate to terminate the employment of a Participant at any
time or without cause.

                       (b)  Assignment.  Except  as  otherwise  provided  in the
Special  Plan,  no right or benefit  under the  Special  Plan will be subject to
anticipation,  alienation, sale, assignment,  pledge, encumbrance or charge, and
any attempt to anticipate,  alienate,  sell, assign, pledge,  encumber or charge
such right or benefit will be void.  No such right or benefit will in any manner
be liable for or subject to the debts, liabilities or torts of a Participant.

                       (c)  Amendment and  Termination.  The Special Plan may be
amended or  terminated  by the Board of Directors at any time,  provided that no
such action will have the effect of decreasing a  Participant's  accrued benefit
without the Participant's written consent.

                       (d) ERISA.  The Special  Plan is intended to qualify as a
plan of deferred  compensation  providing  benefits  for  "management  or highly
compensated"  employees within the meaning of Sections 201, 301 and 401 of ERISA
and therefore exempt from Parts 2, 3 and 4 of Title I of ERISA. In the event the
Special Plan does not qualify for either  exemption,  as determined by the final
judgment of a court of competent  jurisdiction or by an opinion of counsel,  the
Special Plan will terminate,  and,  except for accrued  benefits and benefits in
pay  status,   no  further   benefits   will   accrue  or  be  paid   hereunder.
Notwithstanding  the  foregoing  or  any  other  provision  of the  Plan  to the
contrary, the Company will be obligated to pay all accrued benefits and benefits
in pay status at the time of Plan termination.

                       (e) Invalid  Provisions.  If any provision in the Special
Plan is held by a court  of  competent  jurisdiction  to be  invalid,  void,  or
unenforceable, the remaining provisions will nevertheless continue to full force
and effect without being impaired or invalidated in any way.

                       (f) Governing Law. The special Plan will be construed and
governed in all respects in accordance with  applicable  federal law and, to the
extent not  preempted  by such federal  law, in  accordance  with the law of the
State of Texas,  including the Texas statute of limitations,  but without regard
to the conflicts of laws principles of such State.


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          Executed at Dallas, Texas this 1st day of July 1, 1997.

                                        CENTRAL AND SOUTH WEST CORPORATION

                                        By  /s/ E.R. Brooks
                                            E. R. Brooks, Chairman and
                                            Chief Executive Officer