Exhibit (10) 24

Central and South West Corporation
Executive Deferred Savings Plan
(Amended and Restated Effective as of
January 1, 1997)


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Central and South West Corporation
Executive Deferred Savings Plan
(Amended and Restated Effective as of January 1, 1997)

Contents

Section                                                                    Page

                       Article 1. The Plan
1.1                    Establishment and Amendment                           1
1.2                    Purpose                                               1

                       Article II. Definitions and Construction
2.1                    Definitions                                           2
2.2                    Gender and Number                                     3

                       Article Ill. Participation
3.1                    Participation                                         4

                       Article IV: Restoration Benefits
4.1                    Benefit Amount                                        5
4.2                    Earnings                                              5
4.3                    Establishment of Accounts                             6
4.4                    Vesting                                               6
4.5                    Benefit Payment                                       6
4.6                    Form of Payment                                       7

                       Article V. Deferred Savings Benefits
5.1                    Types of Contributions                                8
5.2                    Incentive Deferral Contributions                      8
5.3                    Salary Deferral Contributions                         8
5.4                    Matching Contributions                                9
5.5                    Earnings                                             10
5.6                    Establishment of Accounts                            10
5.7                    Vesting                                              11
5.8                    Annual Deferral Amounts                              11

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Central and South West Corporation
Executive Deferred Savings Plan
(Amended and Restated Effective as of January 1, 1997)

Contents

Section                                                                    Page
                       Article VI. Payment of Benefits
6.1                    Designation of Time and Form of Payment              12
6.2                    Time of Payment                                      12
6.3                    Forms of Payment                                     12
6.4                    Applicable Provisions Upon Termination of Employment 13
6.5                    Death Benefit                                        13
6.6                    Disability Benefit                                   13
6.7                    Severe Financial Hardship                            14
6.8                    Election Changes                                     14

                       Article VII. Administration of the Plan
7.1                    Administration                                       15
7.2                    Rules; Claims Review Procedures                      15
7.3                    Finality of Determinations                           16
7.4                    Indemnification                                      16
7.5                    Withholding of Taxes                                 16

                       Article VIII. Funding
8.1                    Funding                                              17

                       Article IX. Amendment; Termination; Merger
9.1                    Amendment and Termination                            18
9.2                    Merger, Consolidation, or Sale of Assets             18

                       Article X. General Provisions
10.1                   Nonalienation                                        19
10.2                   Beneficiary Designation                              19
10.3                   Nontransferability                                   19
10.4                   No Guaranty                                          19
10.5                   Binding on Employer, Participant, and Their
                         Successors                                         20
10.6                   Incompetency                                         20
10.7                   Severability                                         20
10.8                   Applicable Law                                       20


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Article 1. The Plan

1.1 Establishment and Amendment
Central and South West Corporation, a Delaware corporation ("Company") presently
maintains  an unfunded  deferred  compensation  plan,  known as the "Central and
South West  Corporation  Executive  Deferred  Savings  Plan" in order to provide
designated eligible employees of the Company and participating Employers a means
of  deferring  amounts  payable  to  them  under  the  Central  and  South  West
Corporation  Annual  Incentive  Plan to a future  payment  date.  This  plan was
established  effective as of January 1, 1994. The Company,  exercising its right
to amend said plan on behalf of all participating  Employers,  hereby amends the
plan and  restates  it in its  entirety  as set forth  herein,  effective  as of
January 1, 1997, or such other dates as may be provided herein and such plan, as
amended and restated,  shall continue to be known as the "Central and South West
Corporation Executive Deferred Savings Plan" ("Plan").

1.2 Purpose
The Company sponsors the Central and South West Corporation Thrift Plus Plan for
the benefit of its employees and employees of  participating  affiliates,  which
plan operates as a "qualified plan" as that term is defined under the Code. As a
qualified plan, the Thrift Plus Plan is subject to limitations and  restrictions
under  Code  sections  401(a)(17),  401(k),  402(g) and 415 that can result in a
diminution of benefits  available to certain highly compensated  employees.  One
purpose  of  this  amendment  and  restatement  of the  Plan is to  offset  this
diminution,  in part and to the extent provided herein, for designated  eligible
employees.  Another  purpose of the amendment and  restatement  is to extend the
deferral  opportunity  (previously existing with respect only to incentive award
amounts) for designated eligible employees to compensation paid to such eligible
employees  in excess of the  compensation  limitation  set forth in Code section
401(a)(17),  and to add an employer-provided match equal to 4.5% of the deferred
amounts  contributed by such eligible  employees after June 30, 1997 and 3.0% of
deferred amounts contributed from January 1, 1997 to June 30, 1997.

All benefits under the Plan are intended as  constituting  an unfunded  deferred
compensation  plan  for a select  group  of  management  or  highly  compensated
employees  within the meaning of sections  201(a),  301(a)(3),  and 401(a)(1) of
ERISA and therefore exempt from Parts 2, 3 and 4 of Title I of ERISA.



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Article II. Definitions and Construction

2.1 Definitions
Whenever used in the Plan, the following  terms shall have the meaning set forth
below unless otherwise expressly provided:
(a) "Affiliate means a corporation or non-corporate entity which the Committee
    determines to be an affiliated entity of the Company.  
(b) "Annual Deferral  Amount" means the Incentive Deferral contributions, 
    salary deferral contributions,  and matching contributions for a given Plan
    Year  (together  with any credited  earnings) as described in Section 5.8. 
(c) "Beneficiary" means the person, persons or trust designated by a 
    Participant, as provided in Section 11.1. 
(d) "Code"' means the Internal Revenue Code of 1986, as amended from time to
    time. 
(e) "Committee" means the Executive Compensation Committee of the Board of 
    Directors of the Company.  
(f) "Deferral Payment  Date" means the paymen  date, as specified by a
    Participant on his deferral election form, on which he elects to have his 
    applicable Annual Deferral Amount paid or commence being paid.  Section 6.2
    provides additional information on Deferral Payment Dates. 
(g) "Eligible Employee means a person who is employed by an Employer and holds
    the position of vice-president or above with such Employer.
(h) "Employer" means the Company and any Affiliate  participating under the Plan
    with the consent of the Committee. 
(i) "ERISA" means the Employee Retirement Income Security Act of 1974, as
    amended from time to time.
(j) "Incentive" means any incentive award which an Eligible Employee may become
    eligible to receive under the Central and South West Corporation Annual 
    Incentive Plan, or any other similar incentive program of an Employer,  as
    designated by the Committee in its sole discretion.
(k) "Participant" means an Eligible Employee who has become a participant under
    the Plan, as provided in Article III.
(l) "Plan"  means the Central and South West Corporation Executive Deferred 
    Savings Plan as set forth herein, and as it may be amended from time to 
    time.  
(m) "Plan Year" means the calendar  year.

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(n) "Retirement Savings Plan" means the Central and South West Corporation
    Retirement Savings Plan (previously the Central and South West Corporation
    Thrift Plus Plan).


2.2 Gender and Number
Except when otherwise indicated by the context,  any masculine  terminology when
used in the Plan shall also include the feminine  gender,  and the definition of
any term in the singular shall also include the plural.



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Article III. Participation

3.1 Participation
Participation  in the Plan shall be extended to such  Eligible  Employees as the
Committee,   in  its  discretion,   shall  designate  from  time  to  time.  All
determinations  as to an Eligible  Employee's  status as a Participant  shall be
made by the Committee,  whose  determinations  shall be final and binding on all
Eligible  Employees.  The Committee shall notify each Eligible  Employee who has
been selected to participate in the Plan, so as to permit such Eligible Employee
the  opportunity  to make the deferral  elections  provided for under Article V.
Such  notice may be given at such time and in such manner as the  Committee  may
determine from time to time. Each Eligible Employee who has been selected by the
Committee to  participate  in the Plan and who has had an amount  credited to an
account under Section 4.3 or 5.6 shall be a Participant  and shall continue as a
Participant  under  the  Plan so long as  there is a  balance  credited  to such
account.




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Article IV: Restoration Benefits

4.1 Benefit Amount
Beginning  with the 1997 Plan  Year,  a  Participant  shall be  credited  with a
benefit  equal to the excess of (a) minus (b) below:
(a) The total value of the "Company Contributions" (as defined in the Retirement
    Savings Plan) which would have been allocated to such Participant's
    "Company  Contributions Account" in the Retirement Savings Plan during the
    relevant Plan Year,  if the provisions of the Retirement Savings Plan were
    administered without regard to:
     (1) the maximum  annual  additional  limitations of Code section 415,
     (2) the  limitation  on  employee  pre-tax  contributions  under Code
         section 402(g), and
     (3) any  percentage  of pay  restrictions  on elective  deferrals of
         "Highly  Compensated  Employees"  (as defined in the  Retirement
         Savings Plan) necessary to pass the actual  deferral  percentage
         and actual compensation percentage  discrimination tests of Code
         section 401(k) and 401(m).
(b)   The value of the annual "Company Contribution"' which is in fact allocated
      to such Participant's "Company  Contributions Account" under the 
      Retirement Savings Plan during said Plan Year. 
The  amount  determined  under  this  Section  4.1  will be based on the rate of
"Participant  Deposits" (as defined in the  Retirement  Savings Plan) elected by
the Participant under the Retirement  Savings Plan, subject to the limitation on
annual  compensation which may be considered under a qualified plan as set forth
in Code section 401(a)(17).  The provisions of this Section 4.1 are not intended
to restore any  diminution of benefits  under the  Retirement  Savings Plan as a
result of the maximum  considered  compensation  limitation  under Code  section
401(a)(17).

4.2 Earnings
The  benefit  amount  for each  Participant  pursuant  to  Section  4.1 shall be
adjusted  semi-annually  to reflect an assumed  rate of  earnings.  In crediting
earnings,  amounts  shall be  deemed to have been  credited  to a  Participant's
account  established  under  Section  4.3  as of the  date  such  amounts  would
otherwise have been contributed to the Retirement Savings Plan but for the legal
limitations  described in Section 4.1. The earnings rate for the applicable Plan
Year  shall  be  determined  by the  Committee,  in  its  sole  discretion,  and
communicated  to  Participants.  Distributions  which  are  triggered  by events

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occurring during the Plan Year shall include prorated earnings  determined based
on the  immediately  preceding  semi-annual  rate and the  number  of  completed
calendar months since earnings were last credited to the Participant's account.

4.3 Establishment of Accounts
Each  Participant  who is entitled to a benefit  under  Section 4.1 shall have a
recordkeeping  account established and maintained on his behalf on the Company's
financial ledgers for purpose of accounting for the Participant's  benefit under
Section  4.1 and for  credited  earnings  under  Section  4.2.  A  Participant's
restoration  benefit  under  Section 4.1 shall be credited to his account on the
last day of the Plan Year to which such amount is attributable.  Earnings on the
balances  in a  Participant's  account  shall be credited as provided in Section
4.2.  Charges to a Participant's  account to reflect benefit  payments under the
Plan shall be made as of the date of any such payment.  As of any relevant date,
the  balance  standing  to the credit of a  Participant's  account  shall be the
balance in such account as of the close of business on such date,  and after all
applicable credits and charges have been posted through such date.

4.4 Vesting
A Participant shall have a fully vested and nonforfeitable  beneficial  interest
in the account  established  on his behalf under  Section 4.3 as of any relevant
date,  subject to the conditions and  limitations on the payment of amounts from
such account as provided in the Plan.

4.5 Benefit Payment
(a) Except as otherwise specified in Section 6.5, 6.6 or 6.7, a Participant's 
    account under Section 4.3 shall be payable to the Participant within 90 days
    following the Participant's termination of employment with the Company and
    Affiliates, or as soon as practicable thereafter.
(b) A Participant who satisfies the requirements of Sections 6.5, 6.6 or 6.7 
    shall have his account under Section 4.3 paid as provided therein.
(c) Pursuant to procedures  established by the Committee, a Participant may
    elect to defer benefit  payment or benefit  commencement of his account
    under  Section  4.3 to the January 31  following  the year in which the
    Participant terminated  employment;  provided that any such election to
    defer has been on file with the  Committee for at least 12 months prior
    to  the  date  the  benefit  payment  to the  Participant  is  made  or
    commences.

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4.6 Form of Payment
(a)    Except as provided in Section 4.6(b),  payment of a Participant's account
       under Section 4.3 shall be made in a single lump sum.

(b)    Pursuant to procedures  established by the Committee,  a Participant  may
       elect to receive payment of this Account under Section 4.3 in the form of
       a  lump  sum  or  annual  installment   payments  as  designated  by  the
       Participant  on his election  form.  Annual  payments shall be made on or
       before January 31. Any such election of  installment  payments under this
       Section  4.6(b)  shall only be  effective if it has been on file with the
       Committee  for at least 12  months  prior  to the date  benefit  payments
       commence.



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Article V. Deferred Savings Benefits

5.1 Types of Contributions
The following types of Contributions are provided for under the Plan:

(a) Incentive Deferral Contributions by Participants, as described in Section
    5.2;
(b) Salary Deferral Contributions by Participants, as described in Section 5.3; 
    and
(c) Matching  Contributions  by an  Employer  on  behalf  of  Participants,  as
    described in Section 5.4.

5.2 Incentive Deferral Contributions
(a)      Amount.  A  Participant  may elect to defer all or any  portion  of any
         Incentive  he may be awarded  by the  Employer  with  respect to a Plan
         Year.  The amount of the deferral  must be  specified in whole  percent
         increments from 0% up to 100%.
         (b)  Election.  To make  an  election  of an  Incentive  deferral,  the
         Participant  must file a deferral  election  form with the Committee as
         provided  herein.  Each such  election  shall be made with respect to a
         Plan Year and all Incentive  awards made by the Employer which are made
         with  respect  to such Plan Year and which are  payable on or after the
         last day of the  Plan  Year.  For an  Incentive  award to be made  with
         respect to a Plan Year,  it must be awarded by the  Employer  during or
         after  such Plan Year and be  designated  as having  been made for such
         Plan Year. For an election of an Incentive deferral to become effective
         for a Plan Year, the  Participant  must file the  appropriate  deferral
         election form prior to the beginning of such year;  provided that to be
         effective for an Eligible  Employee first becoming eligible to elect an
         Incentive deferral amount under the terms of this Article V (as amended
         and  restated),  such election must be  communicated  in writing to the
         Committee  no later than 30 days after the date  Eligible  Employee  is
         notified of eligibility to make such deferral.  An election filed for a
         Plan  Year  shall  only be  applicable  for such  Plan  Year,  and such
         election shall not be effective for any subsequent Plan Year.

5.3 Salary Deferral Contributions
(a)      Amount.  Effective  February 1, 1997, a Participant  may elect to defer
         any whole  percentage  of the base salary he may be entitled to receive
         from an  Employer  that is in excess of the annual  compensation  limit
         specified in Code section  401(a)(17)  ($160,000 for 1997). This annual

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         compensation  limit shall be adjusted  for cost of living  increases as
         provided in Code section 401(a)(17)(B).
         (b)  Election.  To make an election of a salary  deferral  amount,  the
         Participant must file a deferral  election form with the Committee,  as
         described  herein. To be effective for a Plan Year, a deferral election
         under  this  Section  5.3(b)  must be  communicated  in  writing to the
         Committee  prior to the  beginning  of such year;  provided  that to be
         effective for an Eligible  Employee first becoming  eligible to elect a
         salary deferral  amount,  such election must be communicated in writing
         to the  Committee  no later  than 30 days  after the date the  Eligible
         Employee is notified of  eligibility  to make such  deferral,  in which
         event the election  shall be effective only with respect to salary paid
         after the Committee  receives such written election.  An election shall
         be effective only for the applicable Plan Year, and such election shall
         not be effective with respect to any subsequent year.

5.4 Matching Contributions
Effective  beginning with the 1997 Plan Year,  each  Participant  who elected to
make  Incentive  deferral  contributions  as  provided  in Section 5.2 or salary
deferral  contributions as provided in Section 5.3 or both for a Plan Year shall
be  entitled to a matching  contribution  equal to the  "applicable  percentage"
multiplied by the lesser of (a) or (b),  where: 
   (a) is the aggregate  amount of  Incentive deferral contributions and  salary
       salary  deferral  contributions  made by  the Participant during the Plan
       Year, (e.g.,  for the 1997 Plan Year, the  matching contribution would be
       calculated  on  a  Participants  1997 annual  salary and  1996  Incentive
       (paid in 1997),
   (b) is 6% of  the  sum  of (1) the  Participant's  full annual  Incentive and
       (2)  the   Participant's   annual  salary   in  excess   of  the   annual
       compensation   limit   specified   in   Code  section   401(a)(17).   The
       "applicable  percentage" shall  be 50%  on  deferred amounts  contributed
       from  January  1, 1997  to June 30,  1997  and  75% on  deferred  amounts
       contributed after June 30, 1997.

The matching contributions to be made on behalf of a Participant for a Plan Year
shall be determined by the Committee and credited to such Participant's  account
established  under  Section  5.6 at the  same  time  as the  Incentive  deferral
contributions  and/or  salary  deferral  contributions  to which  such  matching
contributions are attributable.

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5.5 Earnings
Each Participant shall be credited  semi-annually  with earnings on the balances
in his account  established  under  Section  5.6. In  crediting  such  earnings,
Incentive deferral contributions shall be credited to a Participant's account as
of the date the Incentive  would been actually  paid to the  Participant  in the
absence of the deferral election;  salary deferral contributions shall be deemed
to have been credited to a Participant's  account on a prorata basis  throughout
the Plan Year; and matching  contributions shall be deemed to have been credited
to  a  Participant's  account  at  the  same  time  as  the  Incentive  deferral
contribution or salary deferral contribution to which such matching contribution
is  attributable.  The  earnings  rate for the  applicable  Plan  Year  shall be
determined  by the  Committee,  in its  sole  discretion,  and  communicated  to
Participants.  Distributions  which are triggered by events occurring during the
Plan Year shall include  prorated  earnings  determined based on the immediately
preceding  semi-annual  rate and the number of completed  calendar  months since
earnings were last credited to the Participant's account.

5.6 Establishment of Accounts
Each  Participant  who is entitled to a benefit  under  Section  5.2, 5.3 or 5.4
shall have a bookkeeping account established and maintained on his behalf on the
Company's  financial ledgers for the purpose of accounting for the Participant's
benefit under Sections 5.2, 5.3, and 5.4, as well as the credited earnings under
Section  5.5.  Since  Participants  make  deferral  elections  with  respect  to
specified  Plan  Years,   the  Committee   shall  also  maintain,   within  each
Participant's  account  under this  Section  5.6,  subaccounts  as  necessary to
identify  specific  Annual  Deferral  Amounts as provided  under  Section 5.8. A
Participant's elected deferral contributions and Employer matching contributions
shall be credited to the  Participant's  account (and applicable Annual Deferral
Amount  subaccount)  as of the date on which the amount which is being  deferred
would have become  payable to the  Participant  in the absence of the applicable
deferral election.  Earnings on the balances in a Participant's account shall be
credited as  provided  in Section  5.5.  Charges to a  Participant's  account to
reflect benefit payments under the Plan shall be made as of the date of any such
payment and shall be charged to the applicable  subaccount  within such account.
As of any relevant date, the balance  standing to the credit of a  Participant's
account  under this  Section 5.6 shall be the balance in such  account as of the
close of business  on such date,  and after all  applicable  credits and charges
have been posted through such date.


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5.7 Vesting
A Participant shall have a fully vested and nonforfeitable  beneficial  interest
in the balance standing to the credit of his account under Section 5.6 as of any
relevant  date,  subject to the  conditions  and  limitations  on the payment of
amounts from such account as provided in the Plan.

5.8 Annual Deferral Amounts
In each case where a Participant has filed an Incentive  deferral election under
Section  5.2  and/or  a  salary   deferral   election  under  Section  5.3,  any
contributions   which  are  the  subject  of  such  election(s),   any  matching
contributions under Section 5.4 made on the Participant's  behalf as a result of
such election(s) and any credited earnings  attributable  thereto shall be known
as his Annual Deferral Amount.




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Article VI. Payment of Benefits

6.1 Designation of Time and Form of Payment
As provided in Sections 5.2 and 5.3,  each time a  Participant  makes a deferral
election  provided  for in Article V, such  Participant  shall  designate on his
deferral  election  form the time of payment as described in Section 6.2 and the
form of payment as described in Section 6.3. Such designation as to the time and
form of payment shall be  irrevocable  and shall remain in effect for the entire
period of deferral,  except where a change in such  designation  is permitted by
Section 6.8.

6.2 Time of Payment
On each deferral  election form filed by a Participant,  such Participant  shall
specify the Deferral  Payment Date on which benefit  payments under the Plan are
to be made or commence with respect to the subject Annual  Deferral  Amount.  In
making such  designation,  the Participant may designate a deferral period of 5,
10, or 15 years or such other  deferral  periods as may be allowed  from time to
time by the Committee in its sole  discretion.  Where a  Participant  has made a
designation  to receive an Annual  Deferral  Amount in annual  installments,  as
provided  for in Section  6.3,  his  Deferral  Payment Date shall be the date on
which the first installment  payment is to be paid, with subsequent  installment
payments  to be made as of the same  date in the  subsequent  years.  If for any
reason  the  Participant  fails  to  make an  effective  Deferral  Payment  Date
designation  under this Section  6.2,  his Deferral  Payment Date for the Annual
Deferral Amount shall be the earliest  permissible Deferral Payment Date. Except
as  otherwise  provided in Sections  6.4,  6.5,  6.6,  6.7 and 6.8,  all benefit
payments  under  the Plan with  respect  to a  Participant  shall be made to the
Participant  on the  Deferral  Payment  Dates  as  specified  in his  applicable
deferral election forms.

6.3 Forms of Payment
On each deferral  election form filed by a Participant,  such Participant  shall
specify  the form of payment  for the Annual  Deferral  Amount.  In making  such
designation,  the Participant may designate payment in the form of a single lump
sum  payment  or  payment  in the form of annual  installment  payments.  Annual
installment  payments will be paid on or before January 31 beginning in the year
specified in the applicable  deferral election form, as provided in Section 6.2.
If for any reason the Participant  fails to make an effective  designation under
this Section  6.3,  payment of the Annual  Deferral  Amount shall be made in the

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form of a single  lump sum  payment on the date as  specified  in  Section  6.2.
Except as otherwise provided in Sections 6.4, 6.5, 6.6, 6.7 and 6.8, all benefit
payments  under  the Plan with  respect  to a  Participant  shall be made to the
Participant  in the  payment  forms  as  specified  in his  applicable  deferral
election forms.

6.4 Applicable Provisions Upon Termination of Employment
Upon a  Participant's  termination  of  employment  with  the  Company  and  any
Affiliate,  the balance credited to his account established under Section 5.6 at
such time shall be paid to such Participant in the following manner:

                  (a) Annual  Deferral  Amounts in Pay Status - With  respect to
                      each Annual  Deferral Amount which is in pay status on the
                      date of his termination of employment (in other words, the
                      Deferral  Payment Date preceded the date of termination of
                      employment and the Annual Deferral Amount is being paid in
                      annual installments),  the payment of such Annual Deferral
                      Amount  shall  continue to be paid at the same time and in
                      the same manner.
                  (b) Annual  Deferral  Amounts Not in Pay Status - With respect
                      to each Annual Deferral Amount with a designated  Deferral
                      Payment  Date  after  the  Participant's   termination  of
                      employment,  the  payment of such Annual  Deferral  Amount
                      shall  (1) be  made  within  90  days  of  termination  of
                      employment if the elected form of distribution is a single
                      sum  payment;  or (2) commence on or before the January 31
                      coincident  with or next  following  the date on which the
                      Participant  terminated  employment if the elected form of
                      distribution is annual installment payments.

6.5 Death Benefit
If a Participant dies with a balance credited to his account  established  under
Section 4.3 and/or his account  established under Section 5.6, the balance(s) of
such Account(s) shall be paid to his designated  Beneficiary or Beneficiaries in
the form of a single  lump sum  payment  within 90 days after  proof of death is
provided to the Committee.

6.6 Disability Benefit
If a Participant becomes totally and permanently  disabled, as determined by the
Committee in its  absolute  discretion,  with a balance  credited to his account
established under Section 4.3 or his account  established under Section 5.6, the
balance(s) of such Account(s)  shall be paid to the Participant in the form of a
single lump sum payment within 90 days after the Committee  determines  that the
Participant has become disabled.

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6.7 Severe Financial Hardship
If a  Participant  suffers a severe  financial  hardship,  as  determined by the
Committee in its  absolute  discretion,  with a balance  credited to his account
established under Section 4.3 or his account  established under Section 5.6, the
portion of such  balance(s)  which is  necessary  to meet the  severe  financial
hardship  shall be paid to the  Participant  within 30 days after the  Committee
determines that the Participant has incurred a severe  financial  hardship.  For
purposes of this Section 6.7, a severe financial  hardship includes a sudden and
unexpected  illness or accident of the  Participant  or a dependent  (as defined
under Section 152(a) of the Internal Revenue Code of 1986, as amended),  loss of
the Participant's  property due to casualty,  or other similar extraordinary and
unforeseeable   circumstances   arising  as  a  result  of  events   beyond  the
Participant's  control,  to the extent not  reimbursed by insurance,  and to the
extent the  Participant  does not have other funds  available to  alleviate  the
hardship.  Amounts  withdrawn  pursuant to this Section 6.7 from a Participant's
account  established  under Section 5.6 shall be allocated  pro-rata  among each
Annual Deferral Amount subaccount.

6.8 Election Changes
From time to time, the Committee may, in its sole discretion, allow Participants
to change the Deferral  Payment  Date and/or the form of payment  elected on the
Participant's  deferral  election  form(s)  with  respect to one or more  Annual
Deferral Amounts which are not in pay status. Any such change to a Participant's
Deferral  Payment Date or his form of payment shall be made on forms provided by
the Committee for this purpose. Any such election by a Participant to change the
time or form of payment  with respect to one or more Annual  Deferral  Amount(s)
shall specify the Annual Deferral  Amount(s) to which such election  relates and
the new Deferral Payment Date and/or form of payment elected by the Participant.
No such  election  pursuant to this Section 6.8 shall be effective to change the
time or form of payment elected by the Participant  unless such election is made
at least 12 months prior to payment or commencement of payment of the applicable
Annual Deferral Amount.



<PAGE>

Article VII. Administration of the Plan

7.1 Administration
The Plan shall be  administered  by the Committee.  A majority of the members of
the  Committee  shall  constitute  a quorum  and the acts of a  majority  of the
members  present,  or acts  approved  in writing by a  majority  of the  members
without a meeting, shall be the acts of the Committee.  The Committee shall have
that authority which is expressly stated in the Plan as vested in the Committee,
and  authority to make rules to  administer  and  interpret  the Plan, to decide
questions  arising  under the  Plan,  and to take  such  other  action as may be
appropriate  to carry out the purposes of the Plan.  In addition,  the Committee
may designate one or more persons to be responsible  for certain  administrative
functions  vested in the Committee under the terms of the Plan,  including,  but
not limited to: notifying Eligible Employees of the opportunity to make deferral
elections,  and preparing,  distributing and collecting deferral election forms.
Such person or persons  shall be entitled to act on behalf of the  Committee  in
performing the administrative functions delegated by the Committee.

7.2 Rules; Claims Review Procedures
(a)   General.   The  Committee   shall  adopt  and  establish  such  rules  and
      regulations  with  respect to the  administration  of the Plan as it deems
      necessary  and  appropriate.  The  Committee  shall  also  prescribe  such
      deferral election forms,  election change forms, and other  administrative
      forms as it deems  necessary to carry out the  provisions of the Plan. All
      determinations  with respect to a Participant's right to any benefit under
      the Plan shall be made by the Committee.
(b)   Denial of Claim.  If a claim for benefits is wholly or  partially  denied,
      the  claimant  shall be given  notice in writing  of the  denial  within a
      reasonable time after the receipt of the claim, but not later than 90 days
      after the receipt of the claim.  However, if special circumstances require
      an extension,  written  notice of the extension  shall be furnished to the
      claimant  before the  termination of the 90-day period.  In no event shall
      the  extension  exceed a period  of 90 days  after the  expiration  of the
      initial  90-day  period.  The  notice of  the  denial  shall  contain  the
      following information:
      (1) the specific reasons for the denial,
      (2) specific reference to pertinent Plan provisions on which the denial is
          based,
<PAGE>

      (3) a description of any additional material or information  necessary for
          the  claimant  to  perfect his  claim  and an  explanation of why such
          material or information is necessary, 
      (4) an  explanation  that a  full and  fair review by the Committee of the
          denial   may  be   requested  by   the  claimant or   his   authorized
          representative  by  filing a  written  request for a  review  with the
          Committee  within 60 days  after the notice of the denial is received,
          and
      (5) if a request for a review is filed,  the  claimant  or his  authorized
          representative may review  pertinent  documents  and submit issues and
          comments in writing within the 60-day period described in paragraph
         (4) above.
(c)  Decision  After Review.  The decision of the Committee  with respect to the
     review of the  denial  shall be made  promptly,  but not later than 60 days
     after the  Committee  receives  the  request for the  review.  However,  if
     special  circumstances  require an extension  of time, a decision  shall be
     rendered  not later than 120 days  after the  receipt  of the  request  for
     review.  A  written  notice  of the  extension  shall be  furnished  to the
     claimant prior to the expiration of the initial 60-day period. The claimant
     shall be  given a copy of the  decision,  which  shall  state,  in a manner
     calculated to be understood by the claimant,  the specific  reasons for the
     decision and specific  references to the pertinent Plan provisions on which
     the decision is based.

7.3 Finality of Determinations
All  determinations  of the  Committee as to any matter  arising under the Plan,
including questions of construction and interpretation  shall be final,  binding
and conclusive upon all interested parties.

7.4 Indemnification
To the extent  permitted by law and the Employer's  by-laws,  the members of the
Committee, its agents, and the officers, directors and employees of the Employer
shall not be liable for any act or failure  to act  hereunder,  except for gross
negligence or fraud.

7.5 Withholding of Taxes
The  Employer  shall have the right to deduct from all  payments  made under the
Plan any  Federal,  state or local taxes  required  by law to be  withheld  with
respect to such payments.

<PAGE>

Article VIII. Funding

8.1 Funding
(a)    General.  Any obligation of the Employer to pay benefits  hereunder shall
       be an unsecured  promise,  and any right to enforce such obligation shall
       be solely as a general creditor of the Employer.  For the convenience and
       benefit  of the  Employer  and to the extent  not  inconsistent  with the
       foregoing  sentence,  the Employer may establish one or more  irrevocable
       trusts  to  hold  assets  to  meet  its  obligations  under  the  Plan to
       Participants.

(b)    Trust Assets.  The property  comprising the assets of a Trust established
       under  subsection  (a) shall,  at all times,  remain the  property of the
       Trust.  The Trustee shall  distribute the assets  comprising the Trust in
       accordance with the provisions of the Plan and Trust as instructed by the
       Committee, but in no event shall the Trustee distribute the assets of the
       Trust to or for the  benefit of the  Employer,  except as provided in the
       Trust in the case of  insolvency  or  bankruptcy of the Employer or after
       satisfaction  of all the  Employer's  obligations  under  the Plan to the
       Participants.

<PAGE>


Article IX. Amendment; Termination; Merger

9.1 Amendment and Termination
The board of directors of the Company, or the Committee acting on behalf of such
board, may modify or amend any or all of the provisions of this Plan, or suspend
or  terminate  it  entirely;  provided,  that no such  modification,  amendment,
suspension,  or termination  may,  without the consent of a Participant  (or his
Beneficiary  in the case of the death of a  Participant),  reduce the right of a
Participant  (or his  Beneficiary as the case may be) to a distribution to which
he is otherwise  entitled in accordance with the provisions of the Plan prior to
such change.  In the event of a  termination  of the Plan,  no further  deferral
elections may be made under the Plan, and amounts which become payable under the
terms of the Plan,  shall be paid as scheduled in accordance with the provisions
of the Plan.

9.2 Merger, Consolidation, or Sale of Assets
In the event that an Employer should be liquidated, dissolved, or become a party
to  a  merger  or  consolidation   where  the  Employer  is  not  the  surviving
corporation,  the Plan with respect to such Employer shall terminate at the time
of such event,  unless the  successor  or acquiring  corporation  shall elect to
continue and carry on the Plan. In the event such Plan termination  occurs,  the
provisions of Section 9.1 relating to Plan terminations shall become applicable.

<PAGE>


Article X. General Provisions

10.1 Nonalienation
No amount payable under the Plan shall be subject to assignment, transfer, sale,
pledge or  encumbrance  by a  Participant  or  Beneficiary,  and any  attempt to
assign,  transfer,  sell,  pledge or encumber a benefit  under the Plan shall be
void. In addition, no amount payable under the Plan shall be subject to legal or
equitable process in satisfaction of any debt,  liability or obligation prior to
receipt by the Participant or Beneficiary, except as may be required by law.

10.2 Beneficiary Designation
A Participant  shall  designate a  Beneficiary  or  Beneficiaries  who, upon his
death,  are to receive payments that otherwise would have been paid to him under
the  Plan.  All  Beneficiary  designations  shall  be in  writing  and on a form
prescribed by the Committee for such  purpose,  and any such  designation  shall
only be effective if and when delivered to the Committee  during the lifetime of
the Participant.  A Participant may from time to time during his lifetime change
a  designated   Beneficiary  or   Beneficiaries  by  filing  a  new  Beneficiary
designation form with the Committee.  If a designated Beneficiary dies after the
Participant,  but before all death benefit payments relating to such Beneficiary
have been paid, the remainder of such death benefit  payments shall be continued
to such Beneficiary's estate. In the event a Participant shall fail to designate
a Beneficiary or Beneficiaries with respect to any death benefit payments, or if
no designated  Beneficiary  survives the Participant,  or if for any reason such
designation  shall  be  ineffective,  in  whole or in  part,  any  payment  that
otherwise would have been paid to such Participant  shall be paid to his estate,
and in such event,  his estate  shall be his  Beneficiary  with  respect to such
payments.

10.3 Nontransferability
No right or  interest of any  Participant  in this Plan shall be  assignable  or
transferable,  or  subject  to any  lien,  directly,  by  operation  of law,  or
otherwise,  including  execution,  levy,  garnishment,  attachment,  pledge, and
bankruptcy.

10.4 No Guaranty
The Plan is not an employment contract. It does not give to any person the right
to be continued in  employment,  and all Employees  remain  subject to change of
salary,  transfer,  change of job,  discipline,  layoff,  discharge or any other
change of employment status. No provision of this Plan shall entitle an Eligible

<PAGE>

Employee to participate  in or receive an Incentive  under the Central and South
West  Corporation  Annual  Incentive  Plan,  or any other  program  which awards
Incentives.

10.5 Binding on Employer, Participant, and Their Successors
This Plan shall be binding  upon and inure to the benefit of the  Employer,  its
successors   and   assigns,   and  the   Participant,   his  heirs,   executors,
administrators, and legal representatives.  The provisions of this Plan shall be
applicable  with  respect  to each  Employer  separately,  and  amounts  payable
hereunder shall be paid by the Employer of the particular Eligible Employee.

10.6 Incompetency
If any person entitled to receive any benefits  hereunder is, in the judgment of
the Committee, legally, physically or mentally incapable of personally receiving
and receipting for any distribution, the Committee may make distribution to such
other person or persons or  institution or  institutions  as, in the judgment of
the Committee, shall then be maintaining or have custody over such distributee.

10.7 Severability
In the event any  provision of the Plan shall be held invalid or illegal for any
reason, any illegality or invalidity shall not affect the remaining parts of the
Plan,  but the Plan shall be construed and enforced as if the illegal or invalid
provision had never been inserted,  and the Company shall have the privilege and
opportunity  to correct and remedy such questions of illegality or invalidity by
amendment as provided in the Plan.

10.8 Applicable Law
The Plan shall be governed  and  construed  in  accordance  with the laws of the
State  of  Delaware,  except  to the  extent  such  laws  are  preempted  by any
applicable Federal law.

<PAGE>


In Witness  Whereof,  the  authorized  officers of the Company  have signed this
document and have affixed the corporate  seal on June 30 1997,  but effective as
of January 1, 1997.

                                     CENTRAL AND SOUTH WEST CORPORATION

Attest.

                                      By  /s/ E.R. Brooks
                                          E.R. Brooks
                                          Its Chairman, President &  
                                          Chief Executive Officer


By  /s/ Kenneth C. Raney, Jr.
     Kenneth C. Raney, Jr.
     Its Vice President, Associate                       (Corporate Seal)
         General Counsel &
         Corporate Secretary




<PAGE>


PARTICIPATING EMPLOYERS UNDER
CENTRAL AND SOUTH WEST CORPORATION
EXECUTIVE DEFERRED SAVINGS PLAN

The following employers are participating  Employers under the Central and South
West Corporation Executive Deferred Savings Plan as of January 1, 1997, unless a
later participation date is designated:

Central and South West Corporation
Central and South West Services, Inc.
Central Power and Light Company
CSW Energy, Inc.
Public Service Company of Oklahoma
Southwestern Electric Power Company
West Texas Utilities Company