<PAGE>
 
                                                                    EXHIBIT 10.8
                              ENSERCH CORPORATION
                          DEFERRED COMPENSATION PLAN


     THIS PLAN, made and executed at Dallas, Texas by ENSERCH Corporation,
a Texas corporation (the "Company"), is being established primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees of the Company and its participating affiliates.

                                  ARTICLE I.

                                 DEFINITIONS

     Section 1.1 Definitions. Unless the context clearly indicates otherwise,
when used in this Plan:


     (a) "Adjustment Date" means the last day of each calendar quarter and
such other dates as the Administrative Committee in its discretion may
prescribe.

     (b)  "Affiliated Company" means any corporation or organization which
together with the Company would be treated as a single employer under Section
414 of the Code.

     (c) "Administrative Committee" means the committee designated pursuant to
Section 2.1 to administer this Plan.

     (d) "Board" means the Board of Directors of ENSERCH Corporation.

     (e)  "Change of Control" means a change in control of a nature that
would be required to be reported in response to Item 1(a) of the Securities and
Exchange Commission Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), or would have been required to be so reported but for the fact
that such event had been "previously reported" as that term is defined Rule 12b-
2 of Regulation 12B under the Exchange Act; provided that, without limitation,
such a change in control shall be deemed to have occurred if (i) any Person is
or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding securities
ordinarily (apart from rights accruing under special circumstances) having the
right to vote at elections of directors ("Voting Securities"), or (ii)
individuals who constitute the Board on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board (either
by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without objection to such
nomination) shall be, for purposes of this clause (ii), considered as though
such person were a member of the Incumbent Board, or (iii) a recapitalization of
the Company occurs which results in either a decrease
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by 33% or more in the aggregate percentage ownership of Voting Securities held
by Independent Shareholders (on a primary basis or on a fully diluted basis
after giving effect to the exercise of stock options and warrants) or an
increase in the aggregate percentage ownership of Voting Securities held by non-
Independent Shareholders (on a primary basis or on a fully diluted basis after
giving effect to the exercise of stock options and warrants) to greater than
50%.  For purposes of this subsection (e), the term "Person" shall mean and
include any individual, corporation, partnership, group, association or other
"person", as such term is used in Section 14(d) of the Exchange Act, other than
the Company, a subsidiary of the Company or any employee benefit plan(s)
sponsored or maintained by the Company or any subsidiary thereof, and the term
"Independent Shareholder" shall mean any shareholder of the Company except any
employee(s) or director(s) of the Company or any employee benefit plan(s)
sponsored or maintained by the Company or any subsidiary thereof.

     (f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     (g) "Company" means ENSERCH Corporation and its successors.

     (h) "Compensation Committee" means the Compensation Committee of the Board.

     (i) "Deferral Account" means the account established and maintained on
the books of an Employer to record a Participant's interest under this Plan
attributable to amounts credited to such Participant pursuant to Plan Section
3.1 and Section 3.2.

     (j) "Disability" means total and permanent disability of the
Participant as determined under the provisions of his or her Employer's group
long-term disability plan.

     (k) "Election Period" means such period immediately prior to the
beginning of a Plan Year (or, with respect to the Plan's first Plan Year, the
period immediately prior to October 1, 1994) specified by the Administrative
Committee for the making of deferral elections for such Plan Year pursuant to
Plan Sections 3.1 and 3.2.

     (l) "Eligible Employee" means any employee of an Employer who is one
of a select group of management or highly compensated employees and (i) whose
annual base salary equals or exceeds $125,000 or (ii) whose annual base salary
equals or exceeds $100,000 and whose position is of significant impact on the
operations of his or her Employer as determined by the Administrative Committee
in its absolute discretion.

     (m) "Employer" includes the Company and any Affiliated Company which adopts
this Plan.

     (n) "Participant" means an Eligible Employee or former Eligible
Employee for whom a Deferral Account is being maintained under this Plan.

     (o) "Plan" means this ENSERCH Corporation Deferred Compensation Plan
as in effect from time to time on and after October 1, 1994.

     (p) "Plan Year" means the twelve-month period commencing January 1 and
ending the following December 31. 
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     (q) "Retirement Age" means the age used as the retirement age for the
Participant under Section 216(l) of the Social Security Act.


                                  ARTICLE II.

                              PLAN ADMINISTRATION

     Section 2.1 Administrative Committee. This Plan shall be administered by an
Administrative Committee composed of at least three individuals appointed by the
Compensation Committee. Each member of the Administrative Committee so appointed
shall serve in such office until his or her death, resignation or removal by the
Compensation Committee. The Compensation Committee may remove any member of the
Administrative Committee at any time by giving written notice thereof to the
members of the Administrative Committee. Vacancies shall likewise be filled from
time to time by the Compensation Committee. The Administrative Committee shall
have discretionary and final authority to interpret and implement the provisions
of the Plan, including without limitation, authority to determine eligibility
for benefits under the Plan. The Administrative Committee shall act by a
majority of its members at the time in office and such action may be taken
either by a vote at a meeting or in writing without a meeting. The
Administrative Committee may adopt such rules and procedures for the
administration of the Plan as are consistent with the terms hereof and shall
keep adequate records of its proceedings and acts. Every interpretation, choice,
determination or other exercise by the Administrative Committee of any power or
discretion given either expressly or by implication to it shall be conclusive
and binding upon all parties having or claiming to have an interest under the
Plan or otherwise directly or indirectly affected by such action, without
restriction, however, on the right of the Administrative Committee to reconsider
and redetermine such action.


                                 ARTICLE III.

                       DEFERRED COMPENSATION PROVISIONS

     Section 3.1  Compensation Deferral Election.  During the Election
Period prior to the beginning of each Plan Year, an Eligible Employee may elect
to have the payment of an amount of up to 50% of the annual base salary
otherwise payable by an Employer to such Eligible Employee for such Plan Year
deferred for payment in the manner and at the time specified in Article IV;
provided, however, that the minimum amount that may be deferred by an Eligible
Employee for a Plan Year pursuant to this Section 3.1 is $5,000 (or such other
amount as shall be determined by the Administrative Committee in its
discretion).  The amount of annual base salary a Participant elects to defer
pursuant to this Section 3.1 shall be deducted from the Participant's pay in
substantially equal amounts over all pay periods during the Plan Year.  All
elections made pursuant to this Plan Section 3.1 shall be made in writing on a
form prescribed by and filed with the Administrative Committee and shall be
irrevocable; provided, however, that effective as of the first day of any
calendar quarter during a Plan Year, an Eligible Employee may revoke his or her
deferral election and thereby suspend further salary deferrals for the remainder
of such Plan Year by providing written notice thereof to the Administrative
Committee no later than 15 days prior to the effective date of such suspension.
Any
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Eligible Employee who so suspends his or her salary deferrals pursuant to this
Section shall not be permitted to elect future salary deferrals pursuant to this
Section to be effective earlier than the first day of the next Plan Year.

     Section 3.2  Bonus Deferral Election.  During the Election Period
prior to the beginning of each Plan Year (other than the first Plan Year), an
Eligible Employee may elect to have the payment of an amount up to 100% of the
cash portion of any future bonus otherwise payable by an Employer with respect
to services to be performed by such Eligible Employee during such Plan Year
deferred for payment in the manner and at the time specified in Article IV;
provided, however, that the minimum amount that may be deferred by an Eligible
Employee pursuant to this Section 3.2 is $5,000 (or such other amount as shall
be determined by the Administrative Committee in its discretion); provided,
further, that there shall be no minimum deferral amount pursuant to this Section
3.2 with respect to an Eligible Employee who elects to defer in the same Plan
Year at least $5,000 (or such other amount as shall be determined by the
Administrative Committee in its discretion) pursuant to Section 3.1.  All
elections made pursuant to this Plan Section 3.2 shall be made in writing on a
form prescribed by and filed with the Administrative Committee and shall be
irrevocable.

     Section 3.3  Participant Deferral Accounts.  An Employer shall
establish and maintain on its books a Deferral Account for each Eligible
Employee employed by such Employer who elects to participate in this Plan. Each
such Deferral Account shall be designated by the name of the Participant for
whom it is established.  The amount of any base salary and/or cash bonus from an
Employer for a Plan Year that is deferred for a Participant pursuant to Section
3.1 and/or Section 3.2 shall be credited by such Employer to such Participant's
Deferral Account as of the date such amount would otherwise have been paid to
such Participant by such Employer. An Employer shall continue maintaining a
Deferral Account as long as a positive balance remains credited to such Deferral
Account.

     Section 3.4  Deferral Account Adjustments.  As of each Adjustment
Date, the amount credited to a Deferral Account shall be adjusted to reflect
such gain, loss and/or expenses incurred based on the experience of the
investments selected by the Participant prior to the date prescribed by the
Administrative Committee for the investment of his or her Deferral Account and
taking into account additional deferrals credited to and distributions made from
such Deferral Account since the last Adjustment Date.  The Administrative
Committee shall have sole and absolute discretion with respect to the number and
type of investment choices made available for selection by Participants pursuant
to this Section, the timing of Participant elections and the method by which
adjustments are made.  The designation of investment choices by the
Administrative Committee shall be for the sole purpose of adjusting Deferral
Accounts pursuant to this Section and this provision shall not obligate the
Employers to invest or set aside any assets for the payment of benefits
hereunder; provided, however, that an Employer may invest a portion of its
general assets in investments, including investments which are the same as or
similar to the investment choices designated by the Administrative Committee and
selected by Participants, but any such investments shall remain part of the
general assets of such Employer and shall not be deemed or construed to grant a
property interest of any kind to any Participant, designated beneficiary or
estate.  The Administrative Committee shall notify the Participants of the
<PAGE>
 
investment choices available and the procedures for making and changing
investment elections.

     Section 3.5  Vesting.  Subject to Section 4.6, all amounts credited to
a Participant's Deferral Account shall be fully vested and nonforfeitable at all
times.


                                  ARTICLE IV.

                                   BENEFITS

     Section 4.1  Source of Benefit Payments.  Benefit payments to be made
with respect to a Participant's Deferral Account maintained pursuant to the Plan
will be paid in cash and will be the obligation solely of the Employer
maintaining such Deferral Account; provided, however, that whenever a payment
hereunder is to be made by an Employer, the Company may, in its discretion,
satisfy such payment obligation on behalf of such Employer, and the Company will
be obligated to satisfy any such payment obligation in the event the Employer
otherwise liable therefor fails to pay such amount when due for any reason.

     Section 4.2  Amount of Benefit Payments.  The amount payable from a
Participant's Deferral Account shall be determined based upon the amount
credited to such Deferral Account as of the Adjustment Date last preceding the
date of payment plus any deferrals credited to and less any distributions made
from such Deferral Account since such Adjustment Date. The amount of each
payment made with respect to a Deferral Account and any forfeiture amounts
applied pursuant to Section 4.6 shall be deducted from the balance credited to
such Deferral Account at the time of payment or forfeiture.

     Section 4.3  Early Termination.  Upon a Participant's termination of
employment with an Employer or Affiliated Company prior to the date which is ten
years prior to such Participant's Retirement Age for any reason other than
death, Disability or transfer to employment with another Employer or Affiliated
Company, the amount payable from such Participant's Deferral Account, as
determined in accordance with Section 4.2, shall be paid by the Employer to such
Participant in a single lump sum as soon as practicable following such
termination of employment.

     Section 4.4  Death.  Upon a Participant's termination of employment by
reason of death, the amount payable from such Participant's Deferral Account, as
determined in accordance with Section 4.2, shall be paid by the Employer to the
beneficiary or beneficiaries designated by such Participant pursuant to Section
4.7 in one of the following forms as elected by the Participant during the
Participant's initial Election Period:

          (a) a single lump sum to be paid as soon as practicable following the
     Participant's death; or

          (b) if the amount payable from a Deferral Account is $50,000 or more
     as of the date of the Participant's death, annual installments over the
     period certain selected by the Participant not to exceed 15 years
     commencing in payment as soon as practicable following the Participant's
     death with each annual installment equal
<PAGE>
 
     to the Deferral Account balance multiplied by a fraction the numerator of
     which is one and the denominator of which is the number of payments
     remaining;

provided, however, that if a beneficiary of a deceased Participant who is
entitled to installment payments hereunder encounters an unforeseeable emergency
(as determined in accordance with Section 4.8 hereof), the Administrative
Committee, in its absolute discretion, may direct the Employer to accelerate
such portion of the installment payments as the Administrative Committee shall
determine to be necessary to alleviate the severe financial hardship of the
beneficiary caused by such unforeseeable emergency.

     Section 4.5  Retirement or Disability.  Upon a Participant's
termination of employment with an Employer or Affiliated Company (i) on or after
the date which is ten years prior to such Participant's Retirement Age for any
reason other than death or transfer to employment with another Employer or
Affiliated Company or (ii) on account of his or her Disability, the amount
payable from such Participant's Deferral Account, as determined in accordance
with Section 4.2, shall be paid by the Employer to such Participant (or, in the
event of his or her subsequent death, to the beneficiary or beneficiaries
designated by such Participant pursuant to Plan Section 4.7) in one of the
following forms as elected by the Participant during the Participant's initial
Election Period:

          (a)  a single lump sum to be paid as soon as practicable following the
     Participant's termination of employment or, in the case of termination of
     employment on account of Disability or prior to Retirement Age and the
     Participant so elects, the Participant's Retirement Age; or

          (b) if the amount payable from a Deferral Account is $50,000 or more
     as of the date of the Participant's termination of employment, annual
     installments over the period certain selected by the Participant not to
     exceed 15 years commencing in payment as soon as practicable following the
     Participant's termination of employment or, in the case of termination of
     employment on account of Disability or prior to Retirement Age and the
     Participant so elects, the Participant's Retirement Age, with each annual
     installment equal to the Deferral Account balance multiplied by a fraction
     the numerator of which is one and the denominator of which is the number of
     payments remaining;

provided, however, that if a Participant who is entitled to a delayed lump sum
or installment payments hereunder encounters an unforeseeable emergency (as
determined in accordance with Section 4.8 hereof), the Administrative Committee,
in its absolute discretion, may direct the Employer to accelerate such portion
of the lump sum or installment payments as the Administrative Committee shall
determine to be necessary to alleviate the severe financial hardship of the
Participant caused by such unforeseeable emergency.

     Section 4.6   Option to Request Immediate Payout.  In lieu of any
other benefits or payments to be made pursuant to this Plan, each Participant
(or beneficiary in the case of a deceased Participant) shall have the right at
any time to elect a lump sum payment in an amount equal to:
<PAGE>
 
          (a) the amount payable from the Participant's Deferral Account,
     determined in accordance with Section 4.2, minus

          (b)  a forfeiture amount equal to 20% of (a) above, provided, however,
     that if the election is made on or within two years following the date a
     Change of Control occurs, such forfeiture amount shall be determined
     substituting 10% for 20%.

A Participant's election for an immediate payout pursuant to this Section must
be in the form of a written notice provided to the Administrative Committee.
The Administrative Committee shall notify any Employer maintaining a Deferral
Account with respect to such Participant of the election and the amount so
determined shall be paid to the Participant (or, in the case of a deceased
Participant, to the beneficiary or beneficiaries designated by such Participant
pursuant to Plan Section 4.7) by the Employers no later than fifteen days
following receipt of notice by the Administrative Committee.  Any amount
remaining credited to the Participant's Deferral Account shall be forfeited at
the time payment is made.

     Section 4.7  Designation of Beneficiaries.  Any amount payable under
this Plan on account of the death of a Participant shall be paid when otherwise
due hereunder to the beneficiary or beneficiaries designated by such
Participant.  Such designation of beneficiary or beneficiaries shall be made in
writing on a form prescribed by and filed with the Administrative Committee and
shall remain in effect until changed by such Participant by the filing of a new
beneficiary designation form with the Administrative Committee.  If a
Participant fails to so designate a beneficiary, or in the event all of the
designated beneficiaries are individuals who either predecease the Participant
or survive the Participant but die prior to receiving the full amount payable
under this Plan, any remaining amount payable under this Plan shall be paid to
such Participant's estate when otherwise due hereunder.

     Section 4.8  Hardship Distributions.  If a Participant encounters an
unforeseeable emergency, the Administrative Committee in its absolute discretion
may direct the Employer maintaining such Deferral Account to pay to such
Participant and deduct from such Deferral Account such portion of the amount
then credited to such Deferral Account (including, if appropriate, the entire
amount determined in accordance with Section 4.2) as the Administrative
Committee shall determine to be necessary to alleviate the severe financial
hardship of such Participant caused by such unforeseeable emergency.  For this
purpose, an "unforeseeable emergency" shall be a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent of the Participant, loss of the Participant's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.  The circumstances that will constitute an unforeseeable emergency
will depend upon the facts of each case, but in any case, payment may not be
made to the extent that such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent liquidation of such assets would not
itself cause severe financial hardship, or (iii) by cessation of deferrals under
the Plan.  No distribution shall be made to a Participant pursuant to this
Section 4.8 unless such Participant requests such a distribution in writing and
provides to the Administrative Committee
<PAGE>
 
such information and documentation with respect to his or her unforeseeable
emergency as may be requested by the Administrative Committee.

     Section 4.9  Change of Distribution Form.  Each Participant may elect
at any time after a Participant's initial Election Period, but no more often
than once during each calendar year, to change the distribution forms elected
with respect to all amounts credited to such Participant's Deferral Account;
provided, however, that such election shall not be effective unless made by the
end of the second calendar year preceding the calendar year in which
distributions are to be made or commence to such Participant pursuant to
Sections 4.4 or 4.5 hereof.


                                  ARTICLE V.

                           AMENDMENT AND TERMINATION

     Section 5.1  Amendment and Termination.  The Compensation Committee
shall have the right and power at any time and from time to time to amend this
Plan, in whole or in part, on behalf of all Employers, and the Board shall have
the right and power at any time to terminate this Plan or any Employer's
participation hereunder.  Any amendment to or termination of this Plan shall be
made by or pursuant to a resolution duly adopted by the Compensation Committee
or the Board, as the case may be, and shall be evidenced by such resolution or
by a written instrument executed by such person as the Compensation Committee or
the Board, as the case may be, shall authorize for such purpose.  Any provision
of this Plan to the contrary notwithstanding, no amendment to or termination of
this Plan shall reduce the amounts actually credited to a Participant's Deferral
Accounts as of the date of such amendment or termination, or further defer the
dates for the payment of such amounts, without the consent of the affected
Participant.  Upon termination of this Plan, the Board, in its sole discretion,
may require the Administrative Committee to calculate final Deferral Account
balances as of such Adjustment Date as it may prescribe, and direct each
Employer to make immediate lump sum payments to each Participant (or beneficiary
in the case of a deceased Participant) with respect to which such Employer
maintains a Deferral Account in the amount determined to be credited to such
Participant's Deferral Account as of such final Adjustment Date.

     Section 5.2  Change of Control.  The preceding provisions of this
Article to the contrary notwithstanding, no action taken on or within two years
following a Change of Control to amend or terminate this Plan shall be effective
unless written consent thereto is obtained from a majority of the Participants.


                                  ARTICLE VI.

                           MISCELLANEOUS PROVISIONS

     Section 6.1  Nature of Plan and Rights.  This Plan is unfunded and
maintained by the Employers primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees of
the Employers.  The Deferral Accounts established and maintained under this Plan
by an Employer are for its accounting purposes only and shall not be deemed or
construed to create a trust fund or
<PAGE>
 
security interest of any kind for or to grant a property interest of any kind to
any Participant, designated beneficiary or estate.  The amounts credited by an
Employer to Deferral Accounts maintained under this Plan are and for all
purposes shall continue to be a part of the general assets and liabilities of
such Employer, and to the extent that a Participant, designated beneficiary or
estate acquires a right to receive a payment from such Employer pursuant to this
Plan, such right shall be no greater than the right of any unsecured general
creditor of such Employer.

     Section 6.2  Spendthrift Provision.  No Deferral Account balance or
other right or interest under this Plan of a Participant, designated beneficiary
or estate may be assigned, transferred or alienated, in whole or in part, either
directly or by operation of law, and no such balance, right or interest shall be
liable for or subject to any debt, obligation or liability of such Participant,
designated beneficiary or estate.

     Section 6.3  Employment Noncontractual.  The establishment of this
Plan shall not enlarge or otherwise affect the terms of any Participant's
employment with an Employer, and such Employer may terminate the employment of
such Participant as freely and with the same effect as if this Plan had not been
established.

     Section 6.4  Adoption by Other Employers.  With the consent of the
Compensation Committee, this Plan may be adopted by any Affiliated Company, such
adoption to be effective as of the date specified by such Affiliated Company at
the time of adoption.

     Section 6.5  Claims Procedure.  If any person (hereinafter called the
"Claimant") feels that he or she is being denied a benefit to which he or she is
entitled under this Plan, such Claimant may file a written claim for said
benefit with the Administrative Committee.  Within sixty days following the
receipt of such claim the Administrative Committee shall determine and notify
the Claimant as to whether he or she is entitled to such benefit.  Such
notification shall be in writing and, if denying the claim for benefit, shall
set forth the specific reason or reasons for the denial, make specific reference
to the pertinent provisions of this Plan, and advise the Claimant that he or she
may, within sixty days following the receipt of such notice, in writing request
to appear before the Administrative Committee or its designated representative
for a hearing to review such denial.  Any such hearing shall be scheduled at the
mutual convenience of the Administrative Committee or its designated
representative and the Claimant, and at any such hearing the Claimant and/or his
or her duly authorized representative may examine any relevant documents and
present evidence and arguments to support the granting of the benefit being
claimed.  The final decision of the Administrative Committee with respect to the
claim being reviewed shall be made within sixty days following the hearing
thereon, and Administrative Committee shall in writing notify the Claimant of
said final decision, again specifying the reasons therefor and the pertinent
provisions of this Plan upon which said final decision is based.  The final
decision of the Administrative Committee shall be conclusive and binding upon
all parties having or claiming to have an interest in the matter being reviewed.

     Section 6.6  Reimbursement of Expenses.  In the event that a dispute
arises between a Participant or beneficiary and the Participant's Employer or
the Company with respect to the payment of benefits hereunder and the
Participant or beneficiary is successful in pursuing a benefit to which he
<PAGE>
 
or she is entitled under the terms of the Plan against the Participant's
Employer, the Company or any other party in the course of litigation or
otherwise and incurs attorneys' fees, expenses and costs in connection
therewith, the Participant's Employer and the Company shall reimburse the
Participant or beneficiary for the full amount of any such attorneys' fees,
expenses and costs.

     Section 6.7  Withholding Tax.  There shall be deducted from all
amounts paid under this Plan any taxes required to be withheld by any Federal,
state, local or other government.  The Participant and/or his or her beneficiary
(including his or her estate) shall bear all taxes on amounts paid under this
Plan to the extent that no taxes are withheld, irrespective of whether
withholding is required.

     Section 6.8  Applicable Law.  This Plan shall be governed and
construed in accordance with the internal laws (and not the principles relating
to conflicts of laws) of the State of Texas, except where superseded by federal
law.

     IN WITNESS WHEREOF, this Plan has been executed on this 30th day of
September, 1994 to be effective as of October 1, 1994.


                              ENSERCH CORPORATION



                              By    /s/ D. W. Biegler
                              Title:  Chairman, President
                                      and Chief Executive
                                      Officer
<PAGE>
 
                            AMENDMENT NO. 1 TO THE
                              ENSERCH CORPORATION
                          DEFERRED COMPENSATION PLAN


     Pursuant to the provisions of Section 5.1 thereof, the ENSERCH Corporation
Deferred Compensation Plan (the "Plan") is hereby amended in the following
respect only:

     Article III of the Plan is hereby amended effective as of January 1, 1995
by adding the following new Section to the end thereof:

          Section 3.6 Deferred Compensation Awards. Effective as of January 1,
     1995, the President of ENSERCH Corporation may enter into "Deferred
     Compensation Award Agreements" with such Eligible Employees as may from
     time to time be approved by the Compensation Committee. Such Agreements
     shall provide for the grant of a deferred compensation award, either fixed
     as to amount or determinable pursuant to a formula, to the Eligible
     Employee subject to such vesting requirements, including performance
     criteria, as shall be approved by the Compensation Committee. The amount of
     any deferred compensation award which vests pursuant to the terms of a
     Deferred Compensation Award Agreement entered into with an Eligible
     Employee shall be credited to such Participant's Deferral Account as of the
     date of such vesting, if such individual is an Eligible Employee as of the
     date of vesting, and any such vested award so credited to a Deferral
     Account shall for all purposes be considered to be, and shall be treated in
     the same manner as, a deferral credited to such Deferral Account. The
     Administrative Committee may maintain separate subaccounts within a
     Participant's Deferral Account for amounts attributable to deferrals and
     deferred compensation awards if separate identification is desired, but the
     amounts credited to any subac counts shall be treated the same for all
     purposes of this Plan.

     IN WITNESS WHEREOF, this Amendment has been executed this 28th day of
March, 1995.

                                  ENSERCH CORPORATION



                                  By    /s/ D. W. Biegler
                                  Title: Chairman and President
<PAGE>
 
                            AMENDMENT NO. 2 TO THE
                              ENSERCH CORPORATION
                          DEFERRED COMPENSATION PLAN

     Pursuant to the provisions of Section 5.1 thereof, the ENSERCH Corporation
Deferred Compensation Plan (the "Plan") is hereby amended in the following
respects only:

    FIRST: Effective as of January 1, 1996, Article I, Section 1.1 of the Plan
is hereby amended by restating subsection (i) thereof to read as follows:

          (i) "Deferral Account" means the account established and maintained on
     the books of an Employer to record a Participant's interest under this Plan
     attributable to amounts credited to such Participant pursuant to Plan
     Sections 3.1, 3.2, 3.6 and 3.7.

   SECOND: Effective as of January 1, 1996, Article I, Section 1.1 of the Plan
is hereby amended by adding the following new subsections to the end thereof:

          (r) "Compensation" shall mean Compensation as defined in Section
     1.2(f) of the ENSERCH Corporation Employee Stock Purchase and Savings Plan.
 
          (s) "Contribution Service" shall mean Contribution Service as
     described in Section 2.1 of the ENSERCH Corporation Employee Stock Purchase
     and Savings Plan.

   THIRD: Effective as of January 1, 1996, Article III of the Plan is hereby
amended by adding the following new section to the end thereof:

   Section 3.7  Employer Contributions.

          (a) Matching Contributions. For each payroll period, each Employer
     shall make a matching contribution to the Plan for each Participant who is
     an Eligible Employee during such pay period in an amount which will equal:

              (1) with respect to a Participant who has completed less than five
          years of Contribution Service as of the end of that pay period, 30% of
          the amounts deferred by such Participant pursuant to Section 3.1 for
          that pay period to the extent that such amounts deferred do not exceed
          2% of such Participant's Compensation for such pay period;


              (2) with respect to a Participant who has completed at least five
          but less than fifteen years of Contribution Service 
<PAGE>
 
          as of the end of that pay period, 40% of the amounts deferred by such
          Participant pursuant to Section 3.1 for that pay period to the extent
          that such amounts deferred do not exceed 3% of such Participant's
          Compensation for such pay period;

              (3) with respect to a Participant who has completed at least
          fifteen but less than twenty-five years of Contribution Service as of
          the end of that pay period, 50% of the amounts deferred by such
          Participant pursuant to Section 3.1 for that pay period to the extent
          that such amounts deferred do not exceed 4% of such Participant's
          Compensation for such pay period; and

              (4) with respect to a Participant who has completed at least
          twenty-five years of Contribution Service as of the end of that pay
          period, 60% of the amounts deferred by such Participant pursuant to
          Section 3.1 for that pay period to the extent that such amounts
          deferred do not exceed 5% of such Participant's Compensation for such
          pay period.

     Employer matching contributions made under this Plan for a Participant
     shall be credited each month to such Participant's Deferral Account under
     the Plan.

          (b) Discretionary Contributions. In addition to the Employer
     contributions made pursuant to Section 3.7(a), for each Plan Year each
     Employer shall contribute to the Plan as an Employer contribution such
     amount, if any, to be determined by the Compensation Committee. Any
     Employer contribution made for a Plan Year pursuant to this Section shall
     be credited to the Deferral Accounts of those Participants specified by the
     Compensation Committee in the manner determined by the Compensation
     Committee in its absolute discretion.

     IN WITNESS WHEREOF, this Amendment has been executed this 1st day of
January, 1996.

                             ENSERCH Corporation


                             By   /s/ D. W. Biegler
                                  Title: President
<PAGE>
 
                            AMENDMENT NO. 3 TO THE
                              ENSERCH CORPORATION
                          DEFERRED COMPENSATION PLAN


     Pursuant to the provisions of Section 5.1 thereof, the ENSERCH Corporation
Deferred Compensation Plan (the "Plan") is hereby amended in the following
respects only:

     FIRST: Section 3.2 of the Plan is hereby amended effective as of January 1,
1996 by adding the following to the end thereof:

     In addition to the above, an Eligible Employee may elect to have the
     payment of an amount of up to 100% of the cash portion of any bonus or
     other special payment otherwise payable by an Employer with respect to such
     Eligible Employee designated by the Chairman and President of the
     Corporation (or with respect to amounts otherwise payable to the Chairman
     and President of the Corporation, designated by the Chairman of the
     Compensation Committee) deferred for payment in the manner and at the time
     specified in Article IV with the deferral election to be made at the time
     and in the manner prescribed by the Chairman and President of the
     Corporation (or with respect to amounts otherwise payable to the Chairman
     and President of the Corporation, the Chairman of the Compensation
     Committee); provided, however, that any such election must be made in
     writing by the Eligible Employee prior to the time at which the Eligible
     Employee otherwise is entitled to receive payment of the amount from the
     Employer and shall be irrevocable.

     SECOND: The second sentence of Section 3.3 of the Plan is hereby amended
effective as of January 1, 1996 by restatement in its entirety to read as
follows:

     Any amount for a Plan Year that is deferred for a Participant pursuant to
     Section 3.1 and/or Section 3.2 shall be credited by the Employer to such
     Participant's Deferral Account as of the date such amount would otherwise
     have been paid to such Participant by such Employer.

     THIRD: Article IV of the Plan is hereby amended effective as of January 1,
1996 to add a new Section 4.10 to the end thereof to read as follows:

     Section 4.10 Accelerated Distribution of Reclassified Amounts. In the event
     that the Internal Revenue Service formally assesses a deficiency against a
     Participant on the grounds that a deferral election made by such
     Participant with respect to
<PAGE>
 
     salary, bonus, special payment or other amount pursuant to this Plan is not
     effective for federal income tax purposes resulting in recognition by
     Participant for federal income tax purposes of an amount credited to
     Participant's Deferral Account hereunder (the "Reclassified Amount")
     earlier than the time payment otherwise would be made to the Participant
     pursuant to this Plan, then the Administrative Committee shall direct the
     Employer maintaining such Participant's Deferral Account to pay to such
     Participant and deduct from such Deferral Account the Reclassified Amount.
     No payment made to a Participant pursuant to this Section 4.10 shall be
     subject to forfeiture as provided in Section 4.6 hereof.

     IN WITNESS WHEREOF, this Amendment has been executed this 23rd day of
September, 1996.
                             ENSERCH CORPORATION



                             By:  /s/ D. W. Biegler
                                  --------------------------
                             Title:  Chairman and President
<PAGE>
 
                                AMENDMENT NO. 4
                                    TO THE
                              ENSERCH CORPORATION
                          DEFERRED COMPENSATION PLAN

     Pursuant to the provisions of Section 5.1 thereof, the ENSERCH Corporation
Deferred Compensation Plan (the "Plan") is hereby amended in the following
respects only:

     FIRST: Effective as of January 1, 1996, Section 1.1(1) of the Plan is
hereby amended by adding a new sentence to the end thereof to read as follows:

     Any provision of this Plan to the contrary notwithstanding, effective on
     and after the date of a Change of Control, the term "Eligible Employee"
     shall be limited to those individuals who satisfy the requirements set
     forth above and who were Participants in this Plan as of the date
     immediately prior to the date of such Change of Control.

     SECOND: Effective as of January 1, 1996, Article II of the Plan is hereby
amended by adding a new Section 2.2 to the end thereof to read as follows:

          Section 2.2 Independent Committee. Any provision of this Plan to the
     contrary notwithstanding, on and after the date of a Change of Control, the
     Independent Committee appointed by the Board pursuant to the provisions of
     the ENSERCH Corporation Deferred Compensation Trust shall be responsible
     for the administration of this Plan and shall have all of the powers,
     duties, responsibilities and obligations of the Administrative Committee as
     provided hereunder.

     THIRD: Effective as of April 1, 1996, Section 3.7(a) of the
Plan is hereby amended by restatement in its entirety to read as
follows:

          (a) Matching Contributions. For each payroll period, each Employer
     shall make a matching contribution to the Plan for each Participant who is
     an Eligible Employee during such pay period in an amount which will equal:

              (1) with respect to a Participant who has completed less than five
          years of Contribution Service as of the end of that pay period, 50% of
          the amounts deferred by such Participant pursuant to Section 3.1 for
          that pay period to the extent that such amounts deferred do not exceed
          2% of such Participant's Compensation for such pay period;
<PAGE>
 
              (2) with respect to a Participant who has completed at least five
          but less than fifteen years of Contribution Service as of the end of
          that pay period, 50% of the amounts deferred by such Participant
          pursuant to Section 3.1 for that pay period to the extent that such
          amounts deferred do not exceed 3% of such Participant's Compensation
          for such pay period;

              (3) with respect to a Participant who has completed at least
          fifteen but less than twenty-five years of Contribution Service as of
          the end of that pay period, 50% of the amounts deferred by such
          Participant pursuant to Section 3.1 for that pay period to the extent
          that such amounts deferred do not exceed 4% of such Participant's
          Compensation for such pay period; and

              (4) with respect to a Participant who has completed at least
          twenty-five years of Contribution Service as of the end of that pay
          period, 60% of the amounts deferred by such Participant pursuant to
          Section 3.1 for that pay period to the extent that such amounts
          deferred do not exceed 5% of such Participant's Compensation for such
          pay period.

     Employer matching contributions made under this Plan for a Participant
     shall be credited each month to such Participant's Deferral Account under
     the Plan. Any provision of this Plan to the contrary notwithstanding,
     effective as of January 1, 1997, no matching contribution shall be made
     pursuant to this Section 3.7(a) for a Participant during a Plan Year unless
     such Participant elects to have his or her Employer contribute to the
     ENSERCH Corporation Employee Stock Purchase and Savings Plan on his or her
     behalf during such Plan Year the maximum Pre-Tax Employee Contribution that
     may be elected by the Participant pursuant to such plan.

     FOURTH: Effective as of January 1, 1996, Article III of the Plan is hereby
amended by adding a new Section 3.8 to the end thereof to read as follows:

          Section 3.8 Plan Freeze. Any provision of this Plan to the contrary
     notwithstanding, effective as of the second anniversary following the date
     of a Change of Control, no additional amounts of salary or bonus deferrals
     or Employer contributions shall be credited to Deferral Accounts; provided,
     however, that Deferral Accounts shall continue to be adjusted for earnings,
     losses and expenses in accordance with the provisions of Section 3.4 of
     this Plan and shall be subject to all of the remaining provisions of this
     Plan.

     FIFTH: Effective as of January 1, 1996, Section 4.3 of the Plan is hereby
amended by restatement in its entirety to read as follows:

          Section 4.3 Early Termination. Upon a Participant's termination of
     employment with an Employer or Affiliated Company prior to the date which
     is ten years prior to such Participant's Retirement Age for any reason
     other than death, Disability or transfer to employment with another
     Employer or Affiliated Company, the amount payable from such
<PAGE>
 
     Participant's Deferral Account, as determined in accordance with Section
     4.2, shall be paid by the Employer to such Participant in a single lump sum
     as soon as practicable following such termination of employment; provided,
     however, that effective with respect to terminations of employment
     occurring on or after November 15, 1997, the amount payable from such
     Participant's Deferral Account, as determined in accordance with Section
     4.2, shall be paid by the Employer to such Participant (or, in the event of
     his or her subsequent death, to the beneficiary or beneficiaries designated
     by such Participant pursuant to Plan Section 4.7) in one of the following
     forms as elected by the Participant during the Participant's initial
     Election Period (or with respect to Participants participating in the Plan
     as of October 1, 1996, as elected by the Participant on or before November
     15, 1996):

              (a) a single lump sum to be paid as soon as practicable following
          the Participant's termination of employment or the Participant's
          Retirement Age; or

              (b) if the amount payable from a Deferral Account is $50,000 or
          more as of the date of the Participant's termination of employment,
          annual installments over the period certain selected by the
          Participant not to exceed 15 years commencing in payment as soon as
          practicable following the Participant's termination of employment or
          the Participant's Retirement Age, as elected by the Participant, with
          each annual installment equal to the Deferral Account balance
          multiplied by a fraction the numerator of which is one and the
          denominator of which is the number of payments remaining;

     provided, however, that if a Participant who is entitled to a delayed lump
     sum or installment payments hereunder encounters an unforeseeable emergency
     (as determined in accordance with Section 4.8 hereof), the Administrative
     Committee, in its absolute discretion, may direct the Employer to
     accelerate such portion of the delayed lump sum or installment payments as
     the Administrative Committee shall determine to be necessary to alleviate
     the severe financial hardship of the Participant caused by such
     unforeseeable emergency.

          Any provision of this Plan to the contrary notwithstanding, a
     Participant shall not incur a termination of employment under this Plan
     merely as a result of (i) his or her transfer of employment from the
     Company to Enserch Exploration, Inc. or from Enserch Exploration, Inc. to
     the Company or (ii) Enserch Exploration, Inc. no longer being an Affiliated
     Company.

     SIXTH: Effective as of January 1, 1996, Section 4.9 of the Plan is hereby
amended by restatement in its entirety to read as follows:

          Section 4.9 Chance of Distribution Form. Each Participant may elect at
     any time after a Participant's initial Election Period, but no more often
     than once during each calendar year, to change the distribution forms
     elected with respect to all amounts credited to such Participant's Deferral
     Account; provided, however, that such
<PAGE>
 
     election shall not be effective unless made at least twelve months
     preceding the date of the Participant's termination of employment.

     SEVENTH: Effective as of January 1, 1996, Section 5.2 of the Plan is hereby
amended by restatement in its entirety to read as follows:

          Section 5.2 Change of Control. The preceding provisions of this
     Article to the contrary notwithstanding, no action taken on or after a
     Change of Control to amend or terminate this Plan shall be effective unless
     written consent thereto is obtained from a majority of the Participants.

     EIGHTH: Effective as of the date of the distribution of all shares of stock
of Enserch Exploration, Inc. owned by ENSERCH Corporation to the shareholders of
ENSERCH Corporation, Enserch Exploration, Inc. and its subsidiaries shall no
longer be participating Employers under this Plan.

     IN WITNESS WHEREOF, this Amendment has been executed this day of 6th day of
November, 1996.
                             ENSERCH CORPORATION



                             By:  /s/ D. W. Biegler
                                  ---------------------------
                             Title:  Chairman and President
<PAGE>
 
                                AMENDMENT NO. 5
                                    TO THE
                              ENSERCH CORPORATION
                          DEFERRED COMPENSATION PLAN

     Pursuant to the provisions of Section 5.1 thereof, the ENSERCH Corporation
Deferred Compensation Plan (the "Plan") is hereby amended in the following
respects only:

     FIRST: Effective as of January 1, 1996, Section 4.3 of the Plan is hereby
amended by restatement in its entirety to read as follows:

          Section 4.3 Early Termination. Upon a Participant's termination of
     employment with an Employer or Affiliated Company prior to the date which
     is ten years prior to such Participant's Retirement Age for any reason
     other than death, Disability or transfer to employment with another
     Employer or Affiliated Company, the amount payable from such Participant's
     Deferral Account, as determined in accordance with Section 4.2, shall be
     paid by the Employer to such Participant in a single lump sum as soon as
     practicable following such termination of employment; provided, however,
     that effective with respect to terminations of employment occurring on or
     after November 15, 1997 (or, with respect to distribution forms elected
     prior to a Change of Control, terminations of employment occurring on or
     after May 15, 1997), the amount payable from such Participant's Deferral
     Account, as determined in accordance with Section 4.2, shall be paid by the
     Employer to such Participant (or, in the event of his or her subsequent
     death, to the beneficiary or beneficiaries designated by such Participant
     pursuant to Plan Section 4.7) in one of the following forms as elected by
     the Participant during the Participant's initial Election Period (or with
     respect to Participants participating in the Plan as of October 1, 1996, as
     elected by the Participant on or before November 15, 1996):

              (a) a single lump sum to be paid as soon as practicable following
          the Participant's termination of employment or the Participant's
          Retirement Age; or

              (b) if the amount payable from a Deferral Account is $50,000 or
          more as of the date of the Participant's termination of employment,
          annual installments over the period certain selected by the
          Participant not to exceed 15 years commencing in payment as soon as
          practicable following the Participant's termination of employment or
          the Participant's Retirement Age, as elected by the Participant, with
          each annual installment equal to the Deferral Account balance
          multiplied by a fraction the numerator of which is one and the
          denominator of which is the number of payments remaining ;

     provided, however, that if a Participant who is entitled to a delayed lump
     sum or installment payments hereunder encounters an unforeseeable emergency
     (as determined in accordance with Section 4.8 hereof), the
<PAGE>
 
     Administrative Committee, in its absolute discretion, may direct the
     Employer to accelerate such portion of the delayed lump sum or installment
     payments as the Administrative Committee shall determine to be necessary to
     alleviate the severe financial hardship of the Participant caused by such
     unforeseeable emergency.

          Any provision of this Plan to the contrary notwithstanding, a
     Participant shall not incur a termination of employment under this Plan
     merely as a result of (i) his or her transfer of employment from the
     Company to Enserch Exploration, Inc. or from Enserch Exploration, Inc. to
     the Company or (ii) Enserch Exploration, Inc. no longer being an Affiliated
     Company.

     SECOND: Effective as of January 1, 1996, Section 4.9 of the Plan is hereby
amended by restatement in its entirety to read as follows:

          Section 4.9 Change of Distribution Form. Each Participant may elect at
     any time after a Participant's initial Election Period, but no more often
     than once during each calendar year, to change the distribution forms
     elected with respect to all amounts credited to such Participant's Deferral
     Account; provided, however, that such election shall not be effective
     unless made at least twelve months preceding the date of the Participant's
     termination of employment; provided, further, that in the event of a Change
     of Control, any election made prior to the Change of Control shall be
     effective if made at least six months preceding the date of the
     Participant's termination of employment.

     IN WITNESS WHEREOF, this Amendment has been executed this 18th day of
February, 1997.

                             ENSERCH CORPORATION



                             By:  /s/ D. W. Biegler
                                  ---------------------------
                             Title:  Chairman and President