<PAGE>                                            EXHIBIT 10.6
 
 
         (Form of Change in Control Agreement - Form A)
 
 
 
                       February 13, 1996
 
 
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 Dear                 :
      ----------------
 
     On February 13, 1996, the Board of Directors of ENSERCH Corporation
 authorized an amendment and restatement to your Change in Control Agreement
 dated February 21, 1989, as amended on December 4, 1995.  The principal
 amendments are reflected in the list of changes provided separately.  This
 amended and restated document is in replacement of the existing agreement
 and amendment.
 
     ENSERCH Corporation (the "Company") considers the establishment and
 maintenance of a sound and vital management to be essential to protecting
 and enhancing the best interest of the Company and its shareholders.  In
 this connection, the Company recognizes that, as is the case with many
 publicly held corporations, the possibility of a change in control may
 exist and that such possibility, and the uncertainty and questions which it
 may raise among management, may result in the departure or distraction of
 management personnel to the detriment of the Company and its shareholders. 
 Accordingly, the Company's Board of Directors (the "Board") has determined
 that appropriate steps should be taken to reinforce and encourage the
 continued attention and dedication of members of the Company's, its
 division's and subsidiaries' management including yourself, to their
 assigned duties without distraction in the face of the potentially
 disturbing circumstances arising from the possibility of a change in
 control of the Company.
 
     In order to induce you to remain in the employ of the Company, this
 Agreement sets forth certain benefits which the Company agrees will be
 provided to you in the event there is a termination of your employment with
 the Company that is associated with (as described in Section 3 hereof) a
 "change in control of the Company" (as defined in Section 2 hereof) under
 the circumstances described below.
 
     1.  TERM.  This Agreement shall have an initial term expiring on the
 earlier of (a) the third anniversary of the date hereof, assuming there has
 been no change in control of the Company, or (b) your Normal Retirement
 Date as defined herein; provided, however, that upon each anniversary date
 of this Agreement the term of this Agreement under clause (a) (as the same
 may be extended by this proviso) shall be automatically extended annually
 for an additional period of one (1) year on a continuing basis unless
 either party shall give written notice of intention not to so extend at
 least six (6) months prior to such anniversary date.  No notice by the
 Company of its intention not to extend shall be effective if, within one
 year prior to the original expiration date, or if this Agreement is in a
 renewal period, within one year prior to the termination date proposed by
 the Company, the Company has received notice, official or unofficial, or
 otherwise has reason to believe that a Person (as defined herein) has taken
 or is considering steps that would when completed bring about a change in
 control of the Company.  This Agreement shall in any case continue in
 effect for three (3) years following a change in control of the Company.
 
     2.  CHANGE IN CONTROL.  For purposes of this Agreement, a "change in
 control of the Company" or a "change in control" shall mean a change in
 control of a nature that would be required to be reported in response to
 Item l(a) of the Current Report on 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 in Rule 12b-2 of Regulation 12B of the Exchange Act;
 provided that, without limitation such a change in control shall be deemed
 to have occurred if (a) 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 (b) individuals who
 constitute the Board on the date hereof (the "Incumbent Board") cease for
 any reason to constitute at least two-thirds 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
 (b), considered as though such person were a member of the Incumbent Board,
 or (c) a recapitalization of the Company occurs which results in either a
 decrease 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%, or (d) the shareholders of the
 Company have approved an agreement to merge or consolidate with or into
 another corporation or an agreement to sell or otherwise dispose of all or
 substantially all of the Company's assets (including a plan of
 liquidation).  For purposes of this Agreement, 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.
 
     3.  TERMINATION ASSOCIATED WITH A CHANGE IN CONTROL. If and only if
 any of the events described in Section 2 hereof constituting a change in
 control of the Company shall occur, you shall be entitled to the benefits
 provided in Section 4 hereof upon the termination of your employment as
 provided in this Section 3 within six (6) months prior to such change in
 control, or within six (6) months prior to the date that the Board of
 Directors of the Company authorizes a merger, consolidation or other
 transaction or event that if consummated would constitute a change in
 control and such action is consummated (collectively herein referenced to
 as "termination preceding a change in control"), or within three (3) years
 after such change in control, unless such termination is (a) because of
 your death, or Retirement on or after your Normal Retirement Date (that is,
 early retirement initiated by the Company shall be treated as a dismissal
 and not a voluntary early retirement), (b) by the Company for Cause or
 Disability or (c) by you other than for Good Reason (including voluntary
 early retirement when there is no concurrent Good Reason); provided,
 however, that notwithstanding clause (c), during the thirteenth through the
 eighteenth month following a change in control you may elect to voluntarily
 terminate your employment and be entitled to payments and benefits provided
 in Section 4.  (In the case of termination preceding a change in control,
 references in the definition of "Good Reason" to conditions in effect
 immediately prior to a change in control shall be deemed to mean conditions
 in effect immediately prior to your termination.)  References to actions by
 and employment with the Company shall include actions by and employment
 with the divisions and subsidiaries of the Company where the context so
 requires.
 
          (i)  Disability; Retirement.  
 
               (A) If, as a result of your incapacity due to physical or
           mental illness, you shall have been unable for more than six
           (6) months to perform your duties with the Company on a full
           time basis, and within thirty (30) days after written notice of
           termination is given you shall not have returned to the full
           time performance of your duties, the Company may terminate your
           employment for "Disability." 
 
               (B)  Termination of your employment based on "Retirement"
           shall mean retirement in accordance with the terms of the
           Company's Retirement and Death Benefit Program of 1969 (the
           "Retirement Plan") as in effect on January 1, 1996, including
           early retirement, or in accordance with any retirement
           arrangement established with your consent with respect to you. 
           "Normal Retirement Date" as used herein shall have the meaning
           provided in the Retirement Plan or any successor or substitute
           plan or plans of the Company put into effect prior to a change
           in control of the Company.
 
          (ii)  Cause.  Termination of your employment by the Company for
      "Cause" shall mean termination upon (A) the willful and continued
      failure by you substantially to perform your duties with the Company
      (other than any such failure resulting from your incapacity due to
      physical or mental illness), after a demand for substantial
      performance is delivered to you by the Chairman or President of the
      Company which specifically identifies the manner in which such
      executive believes that you have not substantially performed your
      duties, and a reasonable period of opportunity for such substantial
      performance is provided, or (B) the willful engaging by you in
      illegal misconduct materially and demonstrably injurious to the
      Company.  For purposes of this paragraph, no act, or failure to act,
      on your part shall be considered "willful" unless done, or omitted to
      be done, by you not in good faith and without reasonable belief that
      your action or omission was in the best interest of the Company.  Any
      act, or failure to act, based upon authority given pursuant to a
      resolution duly adopted by the Board or based upon the advice of
      counsel for the Company shall be conclusively presumed to be done, or
      omitted to be done, by you in good faith and in the best interest of
      the Company.  Notwithstanding the foregoing, you shall not be deemed
      to have been terminated for Cause unless and until there shall have
      been delivered to you a copy of a resolution duly adopted by the
      affirmative vote of not less than three-quarters of the entire
      membership of the Board at a meeting of the Board called and held for
      that purpose (after reasonable notice to you and an opportunity for
      you, together with your counsel, to be heard before the Board),
      finding that in the good faith opinion of the Board you were guilty
      of conduct set forth above in clauses (A) or (B) in this paragraph
      and specifying the particulars thereof in detail.
 
          (iii)  Good Reason.  "Good Reason" for you to terminate your
      employment shall mean:
 
          (A) an adverse change in your status or position(s) as an
      executive of the Company as in effect immediately prior to the change
      in control, including, without limitation, any adverse change in your
      status or position as a result of a material diminution in your
      duties or responsibilities (other than, if applicable, any such
      change directly attributable to the fact that less than 50% of the
      Company's voting securities are publicly owned or the fact that your
      position becomes a position with a subsidiary or division), or a
      material change in your business location or the assignment to you of
      any duties or responsibilities which are inconsistent with such
      status or position(s), or a substantial increase in your business
      travel, or any removal of you from or any failure to reappoint or
      reelect you to such position(s) (except in connection with the
      termination of your employment for Cause, Disability or Retirement or
      as a result of your death or by you other than for Good Reason);
 
          (B) a reduction by the Company in your base salary as in effect
      immediately prior to the change in control or in the number of
      vacation days to which you are then entitled under the Company's
      normal vacation policy as in effect immediately prior to the change
      in control;
 
          (C) the taking of any action by the Company (including the
      elimination of a plan without providing substitutes therefor or the
      reduction of your awards thereunder) that would diminish or the
      failure by the Company to take any action which would maintain the
      aggregate projected value of your awards under the Company's bonus,
      stock option or management incentive unit plans in which you were
      participating at the time of a change in control of the Company;
 
          (D) the taking of any action by the Company that would diminish
      or the failure by the Company to take any action which would maintain
      the aggregate value of the benefits provided you under the Company's
      medical, health, dental, accident, disability, life insurance, stock
      purchase or retirement plans in which you were participating at the
      time of a change in control of the Company;
 
          (E) the taking of any action by the Company that would diminish
      or the failure of the Company to take any action that would maintain
      indemnification or insurance for officers' liability; or
 
          (F) a failure by the Company to obtain from any Successor (as
      hereinafter defined) the assent to this Agreement contemplated by
      Section 7 hereof; or
 
          (G)  any purported termination by the Company of your
      employment that is not effected pursuant to a Notice of Termination
      satisfying the requirements of paragraph (iv) below (and, if
      applicable, paragraph (ii) above); for purposes of this Agreement, no
      such purported termination shall be effective.
 
          (iv) Notice of Termination.  Any termination by the Company
      pursuant to paragraphs (i) or (ii) above or by you pursuant to
      paragraph (iii) above or voluntarily by you during the thirteenth to
      eighteenth month following a change in control shall be communicated
      by written Notice of Termination to the other party hereto.  In the
      event of termination preceding a change in control, written Notice of
      Termination to the other party hereto shall be communicated within
      thirty (30) days following a change in control in order to reflect
      termination by the Company pursuant to paragraphs (i) or (ii) above
      or by you pursuant to paragraph (iii) above.  For purposes of this
      Agreement, a "Notice of Termination" shall mean a notice specifying
      the termination provision in this Agreement relied upon and setting
      forth in reasonable detail the facts and circumstances claimed to
      provide a basis for termination of your employment under the
      provision so specified.
 
          (v) Date of Termination.  "Date of Termination" shall mean (A)
      if your employment is terminated for Disability, thirty (30) days
      after Notice of Termination is given (provided that you shall not
      have returned to the performance of your duties on a full-time basis
      during such thirty (30) day period), (B) if you terminate your
      employment pursuant to paragraph (iii) above, the date specified in
      the Notice of Termination, (C) in the case of a termination preceding
      a change in control, the date of discharge if termination is by the
      Company or the date notice of intention to leave is given by the
      executive in the case of termination for Good Reason, and (D) if your
      employment is terminated for any other reason except death or
      Retirement, the date on which Notice of Termination is given.
 
     4.  COMPENSATION UPON CHANGE IN CONTROL, TERMINATION OR DURING
 DISABILITY.
 
          (i)  Compensation During Disability.  During any period that
      you fail to perform your duties hereunder as a result of incapacity
      due to physical or mental illness, you shall continue to receive your
      full base salary at the rate then in effect, and any time of service
      for vesting purposes under any plan shall continue to accrue during
      such period of incapacity until and if your employment is terminated
      pursuant to Section 3(i) hereof (and for any longer period as may be
      provided under applicable plans).
 
          (ii)  Compensation Upon Termination for Cause.  If your
      employment is terminated for Cause, the Company shall pay you your
      full base salary and accrued vacation pay through the Date of
      Termination at the rate in effect at the time Notice of Termination
      is given plus any benefits or awards (including both the cash and
      stock components) which pursuant to the terms of any plans have been
      earned or become payable, but which have not yet been paid to you,
      and shall have no further obligations to you under this Agreement.
 
          (iii)  Compensation Upon Termination Other than For Disability
      or Cause or Good Reason.  Subject to Section 9 hereof, if the Company
      terminates your employment other than for Disability or Cause
      pursuant to Section 3(i) or (ii) hereof or if you terminate your
      employment for Good Reason (which termination may be effected by
      Retirement prior to your Normal Retirement Date), or if, during the
      thirteenth through the eighteenth month after the change in control
      you voluntarily terminate your employment, then the Company shall pay
      to you (without regard to the provisions of any benefit plan) in a
      lump sum on or before the tenth business day following the Date of
      Termination  ("Payment Date") an amount equal to the sum of the
      following paragraphs (A) through (F), reduced by any of such amounts
      already paid and the value of any severance amounts agreed to between
      you and the Company and paid at the time of severance from the
      Company in the case of a termination preceding a change in control:
 
               (A)  Your full base salary through the Date of
           Termination at the rate in effect just prior to the time Notice
           of Termination is given, plus any earned vacation time, plus
           any benefits or awards (including both the cash and stock
           components) which pursuant to the terms of any plans have been
           earned or become payable, but which have not yet been paid to
           you; plus
 
               (B)  An amount equal to the greater of your largest
           target bonus during either of the two years preceding the year
           in which the change in control occurs or your target bonus for
           the year in which the Date of Termination occurs, prorated for
           the current year; plus
 
               (C)  An amount equal to three times your "Annual
           Compensation", as defined below, provided however, that such
           amount shall in no event exceed the Annual Compensation you
           would have otherwise received had your employment continued at
           such rate until your Normal Retirement Date ("Annual
           Compensation" shall mean the greater of your annual base salary
           on the Date of Termination or your highest annual base salary
           in effect during either of the two years immediately prior to
           the change in control plus an amount equal to the greater of
           your target bonus for the year in which the Date of Termination
           occurs or your highest target bonus during either of the two
           years immediately prior to the change in control); plus
 
               (D)  An amount equal to the balance contained in your
           account in the Management Incentive Program Unit Plan; plus
 
               (E)  If you choose to receive cash for some or all
           unexercised stock options in lieu of exercising such options,
           which choice shall be communicated by you in writing to the
           Company, an amount equal to the market value of the Company's
           common stock on the Date of Termination or on any other date
           within 180 days preceding the Date of Termination, on whichever
           date the value is highest, multiplied by the number of options
           granted to you prior to the Date of Termination (you should
           seek legal advice before choosing to receive cash for options
           held less than six (6) months) under any stock option plan of
           the Company or other arrangement pursuant to which options to
           purchase common stock of the Company have been issued and which
           have not been exercised through the Payment Date, less the
           aggregate value of the option price of such options; and plus
 
               (F)  An amount equal to an undiscounted lump sum of the
           total Deferred Compensation which would be payable to you at
           your Retirement in accordance with the provisions of the
           Supplemental Compensation Plan.
 
          (iv)  Discharge of Company's Obligation.  The payment to you of
      appropriate amounts under paragraphs (D), (E) and (F) shall be
      considered for all purposes a discharge of all obligations pursuant
      to such plans except as to options not cashed out under paragraph
      (E).
 
          (v)  Base Salary; Severance Pay.  For purposes of this
      Agreement, the term "base salary" shall include any amounts deducted
      pursuant to Sections 125 and 401K of the Internal Revenue Code of
      1986, as amended (the "Code"), and any amounts deducted under the
      ENSERCH Corporation Deferred Compensation Plan. Amounts paid pursuant
      to this paragraph shall be deemed severance pay and in lieu of any
      further salary for periods subsequent to the Date of Termination.
 
          (vi)  Gross-Up Provision.  In the event that you become
      entitled to the payments provided by Sections 4(iii) or 5 hereof (the
      "Agreement Payments"), if any of the Agreement Payments will be
      subject to the tax (the "Excise Tax") imposed by Section 4999 of the
      Code (or any similar tax that may hereafter be imposed), the Company
      shall pay to you at the time specified in Subsection (vii) below an
      additional amount (the "Gross-up Payment") such that the net amount
      retained by you, after deduction of any Excise Tax on the Total
      Payments (as hereinafter defined) and any federal, state and local
      income tax and Excise Tax upon the Gross-up Payment provided for by
      this subsection (vi), but before deduction for any federal, state or
      local income tax on the Agreement Payments, shall be equal to the
      "Total Payments," as defined below.
 
          For purposes of determining whether any of the Agreement
      Payments will be subject to the Excise Tax and the amount of such
      Excise Tax, (a) any other payments or benefits received or to be
      received by you in connection with a change in control of the Company
      or your termination of employment (whether pursuant to the terms of
      this Agreement or any other plan, arrangement or agreement with the
      Company, any person whose actions result in a change of control of
      the Company or any person affiliated with the Company or such person)
      (which, together with the Agreement Payments, shall constitute the
      "Total Payments") shall be treated as "parachute payments" within the
      meaning of Section 280G(b)(2) of the Code, and all "excess parachute
      payments" within the meaning of Section 280G(b)(l) of the Code shall
      be treated as subject to the Excise Tax, unless in the opinion of tax
      counsel selected by the Company's independent auditors such other
      payments or benefits (in whole or in part) do not constitute
      parachute payments, or such excess parachute payments (in whole or in
      part) represent reasonable compensation for services actually
      rendered within the meaning of Section 280G(b)(4) of the Code in
      excess of the base amount within the meaning of Section 280G(b)(3) of
      the Code or are otherwise not subject to the Excise Tax, (b) the
      amount of the Total Payments which shall be treated as subject to the
      Excise Tax shall be equal to the lesser of (1) the total amount of
      the Total Payments or (2) the amount of excess parachute payments
      within the meaning of Section 280G(b)(l) of the Code (after applying
      clause (a), above), and (c) the value of any non-cash benefits or any
      deferred payment or benefit shall be determined by the Company's
      independent auditors in accordance with the principles of Sections
      280(G)(d)(3) and (4) of the Code.
 
          For purposes of determining the amount of the Gross-up Payment,
      you shall be deemed to pay federal income taxes at the highest
      marginal rate of federal income taxation for the calendar year in
      which the Gross-up Payment is to be made and the applicable state and
      local income taxes at the highest marginal rate of taxation for the
      calendar year in which the Gross-up Payment is to be made, net of the
      maximum reduction in federal income taxes which could be obtained
      from deduction of such state and local taxes.  In the event that the
      Excise Tax is subsequently determined to be less than the amount
      taken into account hereunder at the time the Gross-up Payment is
      made, you shall repay to the Company at the time that the amount of
      such reduction in Excise Tax is finally determined the portion of the
      Gross-up Payment attributable to such reduction (plus the portion of
      the Gross-up Payment attributable to the Excise Tax and federal and
      state and local income tax imposed on the portion of the Gross-up
      Payment being repaid by you if such repayment results in a reduction
      in Excise Tax and/or a federal and state and local income tax
      deduction), plus interest on the amount of such repayment at the rate
      provided in Section 1274(b)(2)(B) of the Code.  In the event that the
      Excise Tax is determined to exceed the amount taken into account
      hereunder at the time the Gross-up Payment is made (including by
      reason of any payment the existence or amount of which cannot be
      determined at the time of the Gross-up Payment), the Company shall
      make an additional gross-up payment in respect of such excess (plus
      any interest payable with respect to such excess) at the time that
      the amount of such excess is finally determined.
 
          (vii) Time of Gross-Up Payment; Estimated Payments; Loan
      Provision.  The Gross-up Payment or portion thereof provided for in
      Subsection (vi) above shall be paid not later than the thirtieth day
      following payment of any amounts under Sections 4(iii) or 5;
      provided, however, that if the amount of such Gross-up Payment or
      portion thereof cannot be finally determined on or before such day,
      the Company shall pay to you on such day an estimate, as determined
      in good faith by the Company, of the minimum amount of such payments
      and shall pay the remainder of such payments (together with interest
      at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as
      the amount thereof can be determined, but in no event later than the
      forty-fifth day after payment of any amounts under Sections 4(iii) or
      5.  In the event that the amount of the estimated payments exceeds
      the amount subsequently determined to have been due, such excess
      shall constitute a loan by the Company to you, payable on the fifth
      day after demand by the Company (together with interest at the rate
      provided in Section 1274(b)(2)(B) of the Code).
 
          (viii)  Continuation of Certain Benefits.  If the Company
      terminates your employment other than for Disability or Cause
      pursuant to Section 3(i) or 3(ii) hereof or if you terminate your
      employment for Good Reason or if during the thirteenth through the
      eighteenth month after the change in control you voluntarily
      terminate your employment (any one of which termination may be
      effected by Retirement prior to your Normal Retirement Date), the
      Company shall assign to you any club membership held for your benefit
      and the Company shall maintain in full force and effect for your
      continued benefit for a period terminating on the earliest of (A)
      three years after the Date of Termination or (B) your Normal
      Retirement Date, all life, health, accident and disability insurance
      plans and programs in which you were a participant immediately prior
      to the Date of Termination, provided that your continued
      participation is possible under the terms and provisions of such
      plans and programs.  In the event that your participation in any such
      plan or program is barred, the Company shall provide you with
      benefits substantially similar to those to which you would be
      entitled as a participant in such plans and programs.  Any required
      statutory period of COBRA health benefit continuation that terminated
      employees may elect shall not begin until the end of the period of
      coverage provided hereby. The benefits provided under this Section,
      other than assignment of any club membership, shall be reduced to the
      extent of benefits received by you from another employer.  At the end
      of the period of coverage, you shall have the option to have assigned
      to you, at no cost and with no apportionment of prepaid premiums, any
      assignable insurance policy owned by the Company and relating
      specifically to you.
 
          (ix)  Lump Sum Payment for Additional Two Years of Service.  If
      you are not a participant in the Retirement Income Restoration Plan
      of ENSERCH Corporation ("RIRP") (the RIRP has provisions comparable to
      this subparagraph (ix)) when your employment with the Company is
      terminated within the first three years after a change in control, by
      the Company without Cause or by you for Good Reason, you shall
      receive from the Company, at the time you first receive any payment
      under or with respect to the Retirement Plan, an amount (calculated
      and paid in the form of a lump sum) equal to the difference between
      (i) the "Lump Sum", as defined below, value of any payment you receive
      at such time (or any monthly annuities that you then become entitled
      to receive) from (a) the Retirement Plan and (b) from the Company
      with respect to the portion, if any, of your Retirement Plan pension
      which exceed the limitations on pension amounts to which the
      Retirement Plan is subject and (ii) the Lump Sum value of payments
      that would have been payable if it or they had been calculated as if
      you had been deemed to have had two (2) additional "Years of Service",
      as defined below.   "Years of Service" shall be as defined in the
      Retirement Plan and shall be applied as if you were a participant
      thereunder at the time of your termination of employment, and "Lump
      Sum" shall mean an amount calculated in accordance with the interest
      rate and other actuarial assumptions set forth or used in connection
      with lump sum calculations under the Retirement Plan.
 
          (x) Lump Sum Payment if Not Vested under Retirement Plan.  If
      you are not vested under the Retirement Plan when your employment
      with the Company is terminated within the first three years after a
      change in control by the Company without Cause or by you for Good
      Reason, you shall receive from the Company at the time payments are
      made pursuant to paragraph (iii) above, an amount (calculated and
      paid in a lump sum) equal to the Lump Sum value of any payment you
      would have been entitled to receive at your Normal Retirement Date
      (or any annuities that you would have been entitled to receive) from
      the Retirement Plan and the RIRP calculated (a) as if you were 100%
      vested under such plans and (b) using actual years of service
      increased by two (2) additional Years of Service. 
 
          (xi)  Mitigation.  You shall not be required to mitigate the
      amount of any payment provided for in this Section 4 by seeking other
      employment or otherwise, nor (except as provided in Section 4(viii))
      shall the amount of any payment or benefit provided for in this
      Section 4 be reduced by any compensation earned or benefit received
      by you as the result of employment by another employer after the Date
      of Termination, or otherwise.
 
          (xii)  Deferred Payment Election.  Upon entering into this
      Agreement and for a period of 14 days following each anniversary of
      the date hereof (the "Election Period"), you may, in writing, direct
      the Company that any amounts which should become payable to you
      pursuant to Section 4(iii) hereof shall be paid to you in three (3)
      equal annual installments, with the first such installment payable
      within five (5) business days of the Date of Termination and each
      successive installment paid on the anniversary of the Date of
      Termination or the next following business day if such date is not a
      business day (the "Deferred Payment Election").  A Deferred Payment
      Election, once made, cannot be revoked except during an Election
      Period; provided, however, that no Deferred Payment Election can be
      made or revoked by you during an Election Period that occurs after a
      change in control of the Company or at a time when, in the judgment
      of the Company, a change in control may occur within sixty (60) days
      of such Election Period.  Notwithstanding anything in the foregoing
      to the contrary, a Deferred Payment Election shall be automatically
      revoked should you terminate your employment under the circumstances
      described in Section 7 below.
 
     5.  TERMINATION IN CONNECTION WITH THE DISPOSITION OF A COMPANY
 BUSINESS.  If there occurs at any time during the Term of this Agreement a
 spin-off to shareholders or a sale or other disposition to a non-affiliate
 of the Company (collectively, "New Owner", which term shall include all
 entities controlled by or under common control with the New Owner) of a
 portion of the business of the Company ("Disposition") for which you perform
 substantially all of your duties or as part of a restructuring or
 reorganizing of the Company you are assigned to work with such New Owner
 and you become employed by the New Owner, then a change in control, for the
 limited purpose of this Section 5, will be deemed to have occurred, and  
 
          (i)  if, and only if, your employment is terminated as
      described in any of the paragraphs (A) through (D) below (in each
      case a termination shall not be deemed to be a termination for
      purposes of this Section 5 if you are offered and refuse to accept a
      comparable position with the Company or an affiliate of the Company
      or the New Owner and for this purpose a position is not comparable if
      there are changes from the position you held prior to the Disposition
      that would constitute Good Reason for you to terminate your
      employment):  
 
               (A)  You are terminated by the Company on the date of the
           Disposition and are not employed by the New Owner; or 
 
               (B)  Within six (6) months prior to the date of
           Disposition, your employment with the Company is terminated
           other than for Cause or Disability or you terminate your
           employment with the Company for Good Reason; or 
 
               (C)  You continue your employment with the Company and
           within three years following the Date of the Disposition your
           employment with the Company is terminated other than for Cause
           or Disability or you terminate your employment for Good Reason;
           or
 
               (D)  You are employed by the New Owner and within three
           years following the date of Disposition your employment with
           the New Owner is terminated other than for Cause or Disability
           or you terminate your employment with the New Owner for Good
           Reason.  (For purposes of this subsection, "Company" shall be
           deemed to mean "New Owner" in the definition of "Good Reason"
           where the context so requires and references in the definition
           of "Good Reason" to conditions in effect immediately prior to a
           change in control shall be deemed to mean conditions in the
           offer of employment to you or otherwise in effect upon your
           initial employment with the New Owner.)
 
          (ii)  then, subject to Section 9 hereof, you shall be entitled
      to the benefits described in either (A) or (B) below:
 
               (A)  If any of paragraphs (A) (B) or (C) of subsection
           (i) above apply, then you shall be entitled to the payments and
           benefits specified in Section 4.
 
               (B)  If paragraph (D) of subsection (i) above applies,
           then the Company shall pay to you an amount equal to three
           times the higher of your annual base salary in effect on the
           date of Disposition or your highest annual base salary in
           effect during either of the two years immediately prior to the
           date of Disposition; plus an amount equal to three times the
           greater of your target bonus for the year in which the
           Disposition occurred or your highest target bonus during either
           of the two years immediately prior to the Disposition; provided
           however, that such amount shall in no event exceed the
           aggregate amount of base salary and target bonuses that you
           would have otherwise received had your employment continued at
           such higher rate until your Normal Retirement Date; plus the
           Gross-up payments and other provisions of Sections 4(vi) and
           4(vii).
 
     6.  EMPLOYEE'S COMMITMENT:  RIGHT TO TERMINATE.
 
          (i) Employee's Right to Terminate.  Except as otherwise
      provided in paragraph (ii) below, the Company or you may terminate
      your employment at any time, subject to the Company's providing the
      benefits specified herein in accordance with the terms hereof.
 
          (ii) Employee's Commitment In Event of Tender or Exchange
      Offer.  In the event a tender offer or exchange offer is made by a
      Person for more than 20% of the combined voting power of the
      Company's Voting Securities, including shares of Common Stock of the
      Company, you agree that you will not leave the employ of the Company
      (other than as a result of Disability or upon Normal Retirement) and
      will render the services contemplated in this Agreement until such
      tender offer or exchange offer has been abandoned or terminated or a
      change in control of the Company has occurred.
 
          (iii)  Employee's Duty.  During the life of this Agreement, you
      will faithfully perform your duties to the best of your ability and
      in accordance with the directions of the Chief Executive Officer and
      the Board of Directors, provided that after a change in control of
      the Company such directions do not constitute Good Reason for you to
      terminate your employment; and you will devote to the performance of
      such duties your full working time, attention and energies.
 
          (iv)  Confidential and Proprietary Information.  You will not
      at any time during the life of this Agreement, or thereafter,
      communicate or disclose to any unauthorized person, or use for your
      own account, without the written consent of the Company, any
      proprietary processes, or other confidential information of the
      Company or any subsidiary concerning their business or affairs,
      suppliers or customers, it being understood, however, that the
      obligations of this paragraph shall not apply to the extent that the
      aforesaid matters (A) are disclosed in circumstances in which you are
      legally required to do so or (B) become generally known to and
      available for use by the public otherwise than by your wrongful act
      or omission.
 
          7.  SUCCESSOR'S BINDING AGREEMENT.
 
          (i)  Successor's Binding Agreement.  The Company will seek, by
      written request at least five (5) business days prior to the time a
      Person becomes a Successor (as hereinafter defined), to have such
      Person, by agreement in form and substance satisfactory to you,
      assent to the fulfillment of the Company's obligations under this
      Agreement.  Failure of such Person to furnish such assent by the
      later of (A) three business days prior to the time such Person
      becomes a Successor or (B) two business days after such person
      receives a written request to so assent shall constitute Good Reason
      for termination by you of your employment if a change in control of
      the Company occurs or has occurred.  For purposes of this Agreement,
      "Successor" shall mean any Person that succeeds to, or has the
      practical ability to control (either immediately or with the passage
      of time), the Company's business directly, by merger or
      consolidation, or indirectly, by purchase of the Company's Voting
      Securities or otherwise.  Whether or not such assent is given by a
      Successor, this Agreement shall be binding on the Successor and its
      assigns.
 
          (ii)  Enforceability by Employee's Successors.  This Agreement
      shall inure to the benefit of and be enforceable by your personal or
      legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees.  If you should die before all
      amounts that would still be payable to you hereunder if you had
      continued to live are paid, all such unpaid amounts, unless otherwise
      provided herein, shall be paid in accordance with the terms of this
      Agreement to your devisee, legatee, or other designee or, if there be
      no such designee, to your estate.
 
     8.  FEES AND EXPENSES.  The Company shall pay all legal fees,
 expenses of arbitration and related expenses incurred by you in connection
 with this Agreement following a change in control of the Company,
 including, without limitation, (a) all such fees and expenses, if any,
 incurred in contesting or disputing any termination of your employment
 following a change in control or incurred by you in seeking advice with
 respect to the matters set forth in Section 7 hereof or (b) your seeking to
 obtain or enforce any right or benefit provided by this Agreement.
 
     9.  TAXES.  All payments to be made to you under this Agreement will
 be subject to required withholding of applicable federal, state and local
 taxes.
 
     10.  INTEREST.  All payments due under this Agreement and unpaid
 shall bear interest at the rate of 10% per annum, compounded daily,
 beginning on the next ensuing day 
 after the Payment Date or such other date as they may be due.
 
     11.  NON-ALIENABILITY.  Your interest under this Agreement is not
 subject to anticipation, alienation, assignment or attachment and may not
 be transferred or encumbered in any manner, either voluntarily or
 involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
 assign, pledge, encumber, or charge the same shall be null and void;
 neither shall the benefits hereunder be liable for or subject to your
 debts, contracts, liabilities, engagement, or torts, nor shall they be
 subject to garnishment, attachment, or other legal or equitable process nor
 shall they be an asset in bankruptcy, except that not amount shall be
 payable hereunder until and unless any and all amounts representing debts
 or other obligations owed to any company by you shall have been fully paid
 and satisfied.
 
     12.  SURVIVAL.  The respective obligations of, and benefits afforded
 to, the Company and you as provided in Sections 4, 5, 6, 7, 8, 9 and 16 of
 this Agreement shall survive termination of this Agreement.
 
     13.  NOTICE.  Notices and all other communications provided for
 herein shall be in writing and shall be deemed to have been duly given when
 delivered or mailed by certified or registered mail, return receipt
 requested, postage prepaid addressed to the respective addresses set forth
 on the first page of this Agreement or to such other address as either
 party may have furnished to the other in writing in accordance herewith,
 except that notices of change of address shall be effective only upon
 receipt.  All notices to the Company shall be directed to the attention of
 the Chief Executive Officer of the Company with a copy to the Secretary of
 the Company.
 
     14.  MISCELLANEOUS.  This Agreement does not supersede any other plan
 of the Company or agreement with the Company.  No provision of this
 Agreement may be modified, waived or discharged except in writing
 specifically referring to such provision and signed by you and such officer
 as may be specifically designated by the Board of Directors of the Company. 
 No waiver at any time by either party hereto of the breach of any condition
 or provision of this Agreement, or of compliance by the other party with
 the same, shall be deemed a waiver of any other condition or provision at
 the same or at any other time.  No agreement or representation still in
 effect, oral or otherwise, express or implied, with respect to the subject
 matter hereof has been made by either party other than (i) those set forth
 expressly in this Agreement or (ii) those in any stock option agreements,
 restricted stock agreements, or deferred compensation agreements.  The
 validity, interpretation, construction and performance of this Agreement
 shall be governed by the laws of the State of Texas.
 
     15.  VALIDITY.  The invalidity or unenforceability of any provisions
 of this Agreement shall not affect the validity or enforceability of any
 other provision of this Agreement, which shall remain in full force and
 effect.
 
     16.  ARBITRATION.  Any dispute or controversy arising under or in
 connection with this Agreement shall be settled exclusively by arbitration
 in the city nearest to your principal residence which has an office of the
 American Arbitration Association by one arbitrator in accordance with the
 rules of the American Arbitration Association then in effect.  Judgment may
 be entered on the arbitrator's award in any court having jurisdiction;
 provided, however, that you shall be entitled to seek specific performance
 of your right to be paid until the Date of Termination during the pendency
 of any dispute or controversy arising under or in connection with this
 Agreement.  The Company shall bear all costs and expenses arising in
 connection with any arbitration proceeding pursuant to this Section 16.
 
     17.  COUNTERPARTS.  This Agreement may be executed in one or more
 counterparts, each of which shall be deemed to be an original but all of
 which together will constitute one and the same instrument. 
 
     If this letter correctly sets forth our entire agreement, as amended
 and restated, on the subject matter hereof, kindly sign and return to the
 Company the enclosed copy of this letter which will then constitute our
 agreement on this subject.
 
                              Sincerely,
 
                              ENSERCH Corporation
 
 
                              By:
                                 ---------------------------
    
 
 
 AGREED to as of the date
 first above written.
 
 
 ------------------------
 
 
<PAGE>
<PAGE>
 
         (Form of Change in Control Agreement - Form B)
 
 
 
                        February 12, 1996
 
 
 
 -----------------------
 -----------------------
 -----------------------
 
 Dear                     :
      --------------------
 
    On February 12, 1996, the Compensation Committee of the Board of
 Directors of ENSERCH Corporation authorized an amendment and restatement to
 your Change in Control Agreement dated February 21, 1989, as amended on
 December 4, 1995.  The principal amendments are reflected in the list of
 changes provided separately.  This amended and restated document is in
 replacement of the existing agreement and amendment.
 
    ENSERCH Corporation (the "Company") considers the establishment and
 maintenance of a sound and vital management to be essential to protecting
 and enhancing the best interest of the Company and its shareholders.  In
 this connection, the Company recognizes that, as is the case with many
 publicly held corporations, the possibility of a change in control may
 exist and that such possibility, and the uncertainty and questions which it
 may raise among management, may result in the departure or distraction of
 management personnel to the detriment of the Company and its shareholders. 
 Accordingly, the Company's Board of Directors (the "Board") has determined
 that appropriate steps should be taken to reinforce and encourage the
 continued attention and dedication of members of the Company's, its
 division's and subsidiaries' management including yourself, to their
 assigned duties without distraction in the face of the potentially
 disturbing circumstances arising from the possibility of a change in
 control of the Company.
 
    In order to induce you to remain in the employ of the Company, this
 Agreement sets forth certain benefits which the Company agrees will be
 provided to you in the event there is a termination of your employment with
 the Company that is associated with (as described in Section 3 hereof) a
 "change in control of the Company" (as defined in Section 2 hereof) under
 the circumstances described below.
 
    1.  TERM.  This Agreement shall have an initial term expiring on the
 earlier of (a) the third anniversary of the date hereof, assuming there has
 been no change in control of the Company, or (b) your Normal Retirement
 Date as defined herein; provided, however, that upon each anniversary date
 of this Agreement the term of this Agreement under clause (a) (as the same
 may be extended by this proviso) shall be automatically extended annually
 for an additional period of one (1) year on a continuing basis unless
 either party shall give written notice of intention not to so extend at
 least six (6) months prior to such anniversary date.  No notice by the
 Company of its intention not to extend shall be effective if, within one
 year prior to the original expiration date, or if this Agreement is in a
 renewal period, within one year prior to the termination date proposed by
 the Company, the Company has received notice, official or unofficial, or
 otherwise has reason to believe that a Person (as defined herein) has taken
 or is considering steps that would when completed bring about a change in
 control of the Company.  This Agreement shall in any case continue in
 effect for three (3) years following a change in control of the Company.
 
    2.  CHANGE IN CONTROL.  For purposes of this Agreement, a "change in
 control of the Company" or a "change in control" shall mean a change in
 control of a nature that would be required to be reported in response to
 Item l(a) of the Current Report on 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 in Rule 12b-2 of Regulation 12B of the Exchange Act;
 provided that, without limitation such a change in control shall be deemed
 to have occurred if (a) 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 (b) individuals who
 constitute the Board on the date hereof (the "Incumbent Board") cease for
 any reason to constitute at least two-thirds 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
 (b), considered as though such person were a member of the Incumbent Board,
 or (c) a recapitalization of the Company occurs which results in either a
 decrease 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%, or (d) the shareholders of the
 Company have approved an agreement to merge or consolidate with or into
 another corporation or an agreement to sell or otherwise dispose of all or
 substantially all of the Company's assets (including a plan of
 liquidation).  For purposes of this Agreement, 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.
 
    3.  TERMINATION ASSOCIATED WITH A CHANGE IN CONTROL. If and only if
 any of the events described in Section 2 hereof constituting a change in
 control of the Company shall occur, you shall be entitled to the benefits
 provided in Section 4 hereof upon the termination of your employment as
 provided in this Section 3 within six (6) months prior to such change in
 control, or within six (6) months prior to the date that the Board of
 Directors of the Company authorizes a merger, consolidation or other
 transaction or event that if consummated would constitute a change in
 control and such action is consummated (collectively herein referenced to
 as "termination preceding a change in control"), or within three (3) years
 after such change in control, unless such termination is (a) because of
 your death, or Retirement on or after your Normal Retirement Date (that is,
 early retirement initiated by the Company shall be treated as a dismissal
 and not a voluntary early retirement), (b) by the Company for Cause or
 Disability or (c) by you other than for Good Reason (including voluntary
 early retirement when there is no concurrent Good Reason).  (In the case of
 termination preceding a change in control, references in the definition of
 "Good Reason" to conditions in effect immediately prior to a change in
 control shall be deemed to mean conditions in effect immediately prior to
 your termination.)  References to actions by and employment with the
 Company shall include actions by and employment with the divisions and
 subsidiaries of the Company where the context so requires.
 
         (i)  Disability; Retirement.  
 
              (A) If, as a result of your incapacity due to physical or
          mental illness, you shall have been unable for more than six
          (6) months to perform your duties with the Company on a full
          time basis, and within thirty (30) days after written notice of
          termination is given you shall not have returned to the full
          time performance of your duties, the Company may terminate your
          employment for "Disability." 
 
              (B)  Termination of your employment based on "Retirement"
          shall mean retirement in accordance with the terms of the
          Company's Retirement and Death Benefit Program of 1969 (the
          "Retirement Plan") as in effect on January 1, 1996, including
          early retirement, or in accordance with any retirement
          arrangement established with your consent with respect to you. 
          "Normal Retirement Date" as used herein shall have the meaning
          provided in the Retirement Plan or any successor or substitute
          plan or plans of the Company put into effect prior to a change
          in control of the Company.
 
         (ii)  Cause.  Termination of your employment by the Company for
     "Cause" shall mean termination upon (A) the willful and continued
     failure by you substantially to perform your duties with the Company
     (other than any such failure resulting from your incapacity due to
     physical or mental illness), after a demand for substantial
     performance is delivered to you by the Chairman or President of the
     Company which specifically identifies the manner in which such
     executive believes that you have not substantially performed your
     duties, and a reasonable period of opportunity for such substantial
     performance is provided, or (B) the willful engaging by you in
     illegal misconduct materially and demonstrably injurious to the
     Company.  For purposes of this paragraph, no act, or failure to act,
     on your part shall be considered "willful" unless done, or omitted to
     be done, by you not in good faith and without reasonable belief that
     your action or omission was in the best interest of the Company.  Any
     act, or failure to act, based upon authority given pursuant to a
     resolution duly adopted by the Board or based upon the advice of
     counsel for the Company shall be conclusively presumed to be done, or
     omitted to be done, by you in good faith and in the best interest of
     the Company.  Notwithstanding the foregoing, you shall not be deemed
     to have been terminated for Cause unless and until there shall have
     been delivered to you a copy of a resolution duly adopted by the
     affirmative vote of not less than three-quarters of the entire
     membership of the Board at a meeting of the Board called and held for
     that purpose (after reasonable notice to you and an opportunity for
     you, together with your counsel, to be heard before the Board),
     finding that in the good faith opinion of the Board you were guilty
     of conduct set forth above in clauses (A) or (B) in this paragraph
     and specifying the particulars thereof in detail.
 
         (iii)  Good Reason.  "Good Reason" for you to terminate your
     employment shall mean:
 
         (A) an adverse change in your status or position(s) as an
     executive of the Company as in effect immediately prior to the change
     in control, including, without limitation, any adverse change in your
     status or position as a result of a material diminution in your
     duties or responsibilities (other than, if applicable, any such
     change directly attributable to the fact that less than 50% of the
     Company's voting securities are publicly owned or the fact that your
     position becomes a position with a subsidiary or division), or a
     material change in your business location or the assignment to you of
     any duties or responsibilities which are inconsistent with such
     status or position(s), or a substantial increase in your business
     travel, or any removal of you from or any failure to reappoint or
     reelect you to such position(s) (except in connection with the
     termination of your employment for Cause, Disability or Retirement or
     as a result of your death or by you other than for Good Reason);
 
         (B) a reduction by the Company in your base salary as in effect
     immediately prior to the change in control or in the number of
     vacation days to which you are then entitled under the Company's
     normal vacation policy as in effect immediately prior to the change
     in control;
 
         (C) the taking of any action by the Company (including the
     elimination of a plan without providing substitutes therefor or the
     reduction of your awards thereunder) that would diminish or the
     failure by the Company to take any action which would maintain the
     aggregate projected value of your awards under the Company's bonus,
     stock option or management incentive unit plans in which you were
     participating at the time of a change in control of the Company;
 
         (D) the taking of any action by the Company that would diminish
     or the failure by the Company to take any action which would maintain
     the aggregate value of the benefits provided you under the Company's
     medical, health, dental, accident, disability, life insurance, stock
     purchase or retirement plans in which you were participating at the
     time of a change in control of the Company;
 
         (E) the taking of any action by the Company that would diminish
     or the failure of the Company to take any action that would maintain
     indemnification or insurance for officers' liability; or
 
         (F) a failure by the Company to obtain from any Successor (as
     hereinafter defined) the assent to this Agreement contemplated by
     Section 7 hereof; or
 
         (G)  any purported termination by the Company of your
     employment that is not effected pursuant to a Notice of Termination
     satisfying the requirements of paragraph (iv) below (and, if
     applicable, paragraph (ii) above); for purposes of this Agreement, no
     such purported termination shall be effective.
 
         (iv) Notice of Termination.  Any termination by the Company
     pursuant to paragraphs (i) or (ii) above or by you pursuant to
     paragraph (iii) above shall be communicated by written Notice of
     Termination to the other party hereto.  In the event of termination
     preceding a change in control, written Notice of Termination to the
     other party hereto shall be communicated within thirty (30) days
     following a change in control in order to reflect termination by the
     Company pursuant to paragraphs (i) or (ii) above or by you pursuant
     to paragraph (iii) above.  For purposes of this Agreement, a "Notice
     of Termination" shall mean a notice specifying the termination
     provision in this Agreement relied upon and setting forth in
     reasonable detail the facts and circumstances claimed to provide a
     basis for termination of your employment under the provision so
     specified.
 
         (v) Date of Termination.  "Date of Termination" shall mean (A)
     if your employment is terminated for Disability, thirty (30) days
     after Notice of Termination is given (provided that you shall not
     have returned to the performance of your duties on a full-time basis
     during such thirty (30) day period), (B) if you terminate your
     employment pursuant to paragraph (iii) above, the date specified in
     the Notice of Termination, (C) in the case of a termination preceding
     a change in control, the date of discharge if termination is by the
     Company or the date notice of intention to leave is given by the
     executive in the case of termination for Good Reason, and (D) if your
     employment is terminated for any other reason except death or
     Retirement, the date on which Notice of Termination is given.
 
    4.  COMPENSATION UPON CHANGE IN CONTROL, TERMINATION OR DURING
 DISABILITY.
 
         (i)  Compensation During Disability.  During any period that
     you fail to perform your duties hereunder as a result of incapacity
     due to physical or mental illness, you shall continue to receive your
     full base salary at the rate then in effect, and any time of service
     for vesting purposes under any plan shall continue to accrue during
     such period of incapacity until and if your employment is terminated
     pursuant to Section 3(i) hereof (and for any longer period as may be
     provided under applicable plans).
 
         (ii)  Compensation Upon Termination for Cause.  If your
     employment is terminated for Cause, the Company shall pay you your
     full base salary and accrued vacation pay through the Date of
     Termination at the rate in effect at the time Notice of Termination
     is given plus any benefits or awards (including both the cash and
     stock components) which pursuant to the terms of any plans have been
     earned or become payable, but which have not yet been paid to you,
     and shall have no further obligations to you under this Agreement.
 
         (iii)  Compensation Upon Termination Other than For Disability
     or Cause or Good Reason.  Subject to Section 9 hereof, if the Company
     terminates your employment other than for Disability or Cause
     pursuant to Section 3(i) or (ii) hereof or if you terminate your
     employment for Good Reason (which termination may be effected by
     Retirement prior to your Normal Retirement Date), then the Company
     shall pay to you (without regard to the provisions of any benefit
     plan) in a lump sum on or before the tenth business day following the
     Date of Termination ("Payment Date") an amount equal to the sum of the
     following paragraphs (A) through (E), reduced by any of such amounts
     already paid and the value of any severance amounts agreed to between
     you and the Company and paid at the time of severance from the
     Company in the case of a termination preceding a change in control:
 
              (A)  Your full base salary through the Date of
          Termination at the rate in effect just prior to the time Notice
          of Termination is given, plus any earned vacation time, plus
          any benefits or awards (including both the cash and stock
          components) which pursuant to the terms of any plans have been
          earned or become payable, but which have not yet been paid to
          you; plus
 
              (B)  An amount equal to the greater of your largest
          target bonus during either of the two years preceding the year
          in which the change in control occurs or your target bonus for
          the year in which the Date of Termination occurs, prorated for
          the current year; plus
 
              (C)  An amount equal to three times your "Annual
          Compensation", as defined below, provided however, that such
          amount shall in no event exceed the Annual Compensation you
          would have otherwise received had your employment continued at
          such rate until your Normal Retirement Date ("Annual
          Compensation" shall mean the greater of your annual base salary
          on the Date of Termination or your highest annual base salary
          in effect during either of the two years immediately prior to
          the change in control plus an amount equal to the greater of
          your target bonus for the year in which the Date of Termination
          occurs or your highest target bonus during either of the two
          years immediately prior to the change in control); plus
 
              (D)  An amount equal to the balance contained in your
          account in the Management Incentive Program Unit Plan; and plus
 
              (E)  If you choose to receive cash for some or all
          unexercised stock options in lieu of exercising such options,
          which choice shall be communicated by you in writing to the
          Company, an amount equal to the market value of the Company's
          common stock on the Date of Termination or on any other date
          within 180 days preceding the Date of Termination, on whichever
          date the value is highest, multiplied by the number of options
          granted to you prior to the Date of Termination (you should
          seek legal advice before choosing to receive cash for options
          held less than six (6) months) under any stock option plan of
          the Company or other arrangement pursuant to which options to
          purchase common stock of the Company have been issued and which
          have not been exercised through the Payment Date, less the
          aggregate value of the option price of such options.
 
         (iv)  Discharge of Company's Obligation.  The payment to you of
     appropriate amounts under paragraphs (D) and (E) shall be considered
     for all purposes a discharge of all obligations pursuant to such
     plans except as to options not cashed out under paragraph (E).
 
         (v)  Base Salary; Severance Pay.  For purposes of this
     Agreement, the term "base salary" shall include any amounts deducted
     pursuant to Sections 125 and 401K of the Internal Revenue Code of
     1986, as amended (the "Code"), and any amounts deducted under the
     ENSERCH Corporation Deferred Compensation Plan. Amounts paid pursuant
     to this paragraph shall be deemed severance pay and in lieu of any
     further salary for periods subsequent to the Date of Termination.
 
         (vi)  Gross-Up Provision.  In the event that you become
     entitled to the payments provided by Sections 4(iii) or 5 hereof (the
     "Agreement Payments"), if any of the Agreement Payments will be
     subject to the tax (the "Excise Tax") imposed by Section 4999 of the
     Code (or any similar tax that may hereafter be imposed), the Company
     shall pay to you at the time specified in Subsection (vii) below an
     additional amount (the "Gross-up Payment") such that the net amount
     retained by you, after deduction of any Excise Tax on the Total
     Payments (as hereinafter defined) and any federal, state and local
     income tax and Excise Tax upon the Gross-up Payment provided for by
     this subsection (vi), but before deduction for any federal, state or
     local income tax on the Agreement Payments, shall be equal to the
     "Total Payments," as defined below.
 
         For purposes of determining whether any of the Agreement
     Payments will be subject to the Excise Tax and the amount of such
     Excise Tax, (a) any other payments or benefits received or to be
     received by you in connection with a change in control of the Company
     or your termination of employment (whether pursuant to the terms of
     this Agreement or any other plan, arrangement or agreement with the
     Company, any person whose actions result in a change of control of
     the Company or any person affiliated with the Company or such person)
     (which, together with the Agreement Payments, shall constitute the
     "Total Payments") shall be treated as "parachute payments" within the
     meaning of Section 280G(b)(2) of the Code, and all "excess parachute
     payments" within the meaning of Section 280G(b)(l) of the Code shall
     be treated as subject to the Excise Tax, unless in the opinion of tax
     counsel selected by the Company's independent auditors such other
     payments or benefits (in whole or in part) do not constitute
     parachute payments, or such excess parachute payments (in whole or in
     part) represent reasonable compensation for services actually
     rendered within the meaning of Section 280G(b)(4) of the Code in
     excess of the base amount within the meaning of Section 280G(b)(3) of
     the Code or are otherwise not subject to the Excise Tax, (b) the
     amount of the Total Payments which shall be treated as subject to the
     Excise Tax shall be equal to the lesser of (1) the total amount of
     the Total Payments or (2) the amount of excess parachute payments
     within the meaning of Section 280G(b)(l) of the Code (after applying
     clause (a), above), and (c) the value of any non-cash benefits or any
     deferred payment or benefit shall be determined by the Company's
     independent auditors in accordance with the principles of Sections
     280(G)(d)(3) and (4) of the Code.
 
         For purposes of determining the amount of the Gross-up Payment,
     you shall be deemed to pay federal income taxes at the highest
     marginal rate of federal income taxation for the calendar year in
     which the Gross-up Payment is to be made and the applicable state and
     local income taxes at the highest marginal rate of taxation for the
     calendar year in which the Gross-up Payment is to be made, net of the
     maximum reduction in federal income taxes which could be obtained
     from deduction of such state and local taxes.  In the event that the
     Excise Tax is subsequently determined to be less than the amount
     taken into account hereunder at the time the Gross-up Payment is
     made, you shall repay to the Company at the time that the amount of
     such reduction in Excise Tax is finally determined the portion of the
     Gross-up Payment attributable to such reduction (plus the portion of
     the Gross-up Payment attributable to the Excise Tax and federal and
     state and local income tax imposed on the portion of the Gross-up
     Payment being repaid by you if such repayment results in a reduction
     in Excise Tax and/or a federal and state and local income tax
     deduction), plus interest on the amount of such repayment at the rate
     provided in Section 1274(b)(2)(B) of the Code.  In the event that the
     Excise Tax is determined to exceed the amount taken into account
     hereunder at the time the Gross-up Payment is made (including by
     reason of any payment the existence or amount of which cannot be
     determined at the time of the Gross-up Payment), the Company shall
     make an additional gross-up payment in respect of such excess (plus
     any interest payable with respect to such excess) at the time that
     the amount of such excess is finally determined.
 
         (vii) Time of Gross-Up Payment; Estimated Payments; Loan
     Provision.  The Gross-up Payment or portion thereof provided for in
     Subsection (vi) above shall be paid not later than the thirtieth day
     following payment of any amounts under Sections 4(iii) or 5;
     provided, however, that if the amount of such Gross-up Payment or
     portion thereof cannot be finally determined on or before such day,
     the Company shall pay to you on such day an estimate, as determined
     in good faith by the Company, of the minimum amount of such payments
     and shall pay the remainder of such payments (together with interest
     at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as
     the amount thereof can be determined, but in no event later than the
     forty-fifth day after payment of any amounts under Sections 4(iii) or
     5.  In the event that the amount of the estimated payments exceeds
     the amount subsequently determined to have been due, such excess
     shall constitute a loan by the Company to you, payable on the fifth
     day after demand by the Company (together with interest at the rate
     provided in Section 1274(b)(2)(B) of the Code).
 
         (viii)  Continuation of Certain Benefits.  If the Company
     terminates your employment other than for Disability or Cause
     pursuant to Section 3(i) or 3(ii) hereof or if you terminate your
     employment for Good Reason (either of which termination may be
     effected by Retirement prior to your Normal Retirement Date), the
     Company shall assign to you any club membership held for your benefit
     and the Company shall maintain in full force and effect for your
     continued benefit for a period terminating on the earliest of (A)
     three years after the Date of Termination or (B) your Normal
     Retirement Date, all life, health, accident and disability insurance
     plans and programs in which you were a participant immediately prior
     to the Date of Termination, provided that your continued
     participation is possible under the terms and provisions of such
     plans and programs.  In the event that your participation in any such
     plan or program is barred, the Company shall provide you with
     benefits substantially similar to those to which you would be
     entitled as a participant in such plans and programs.  Any required
     statutory period of COBRA health benefit continuation that terminated
     employees may elect shall not begin until the end of the period of
     coverage provided hereby. The benefits provided under this Section,
     other than assignment of any club membership, shall be reduced to the
     extent of benefits received by you from another employer.  At the end
     of the period of coverage, you shall have the option to have assigned
     to you, at no cost and with no apportionment of prepaid premiums, any
     assignable insurance policy owned by the Company and relating
     specifically to you.
 
         (ix)  Lump Sum Payment for Additional Two Years of Service.  If
     you are not a participant in the Retirement Income Restoration Plan
     of ENSERCH Corporation ("RIRP") (the RIRP has provisions comparable to
     this subparagraph (ix)) when your employment with the Company is
     terminated within the first three years after a change in control, by
     the Company without Cause or by you for Good Reason, you shall
     receive from the Company, at the time you first receive any payment
     under or with respect to the Retirement Plan, an amount (calculated
     and paid in the form of a lump sum) equal to the difference between
     (i) the "Lump Sum", as defined below, value of any payment you receive
     at such time (or any monthly annuities that you then become entitled
     to receive) from (a) the Retirement Plan and (b) from the Company
     with respect to the portion, if any, of your Retirement Plan pension
     which exceed the limitations on pension amounts to which the
     Retirement Plan is subject and (ii) the Lump Sum value of payments
     that would have been payable if it or they had been calculated as if
     you had been deemed to have had two (2) additional "Years of Service",
     as defined below.   "Years of Service" shall be as defined in the
     Retirement Plan and shall be applied as if you were a participant
     thereunder at the time of your termination of employment, and "Lump
     Sum" shall mean an amount calculated in accordance with the interest
     rate and other actuarial assumptions set forth or used in connection
     with lump sum calculations under the Retirement Plan.
 
         (x) Lump Sum Payment if Not Vested under Retirement Plan.  If
     you are not vested under the Retirement Plan when your employment
     with the Company is terminated within the first three years after a
     change in control by the Company without Cause or by you for Good
     Reason, you shall receive from the Company at the time payments are
     made pursuant to paragraph (iii) above, an amount (calculated and
     paid in a lump sum) equal to the Lump Sum value of any payment you
     would have been entitled to receive at your Normal Retirement Date
     (or any annuities that you would have been entitled to receive) from
     the Retirement Plan and the RIRP calculated (a) as if you were 100%
     vested under such plans and (b) using actual years of service
     increased by two (2) additional Years of Service. 
 
         (xi)  Mitigation.  You shall not be required to mitigate the
     amount of any payment provided for in this Section 4 by seeking other
     employment or otherwise, nor (except as provided in Section 4(viii))
     shall the amount of any payment or benefit provided for in this
     Section 4 be reduced by any compensation earned or benefit received
     by you as the result of employment by another employer after the Date
     of Termination, or otherwise.
 
         (xii)  Deferred Payment Election.  Upon entering into this
     Agreement and for a period of 14 days following each anniversary of
     the date hereof (the "Election Period"), you may, in writing, direct
     the Company that any amounts which should become payable to you
     pursuant to Section 4(iii) hereof shall be paid to you in three (3)
     equal annual installments, with the first such installment payable
     within five (5) business days of the Date of Termination and each
     successive installment paid on the anniversary of the Date of
     Termination or the next following business day if such date is not a
     business day (the "Deferred Payment Election").  A Deferred Payment
     Election, once made, cannot be revoked except during an Election
     Period; provided, however, that no Deferred Payment Election can be
     made or revoked by you during an Election Period that occurs after a
     change in control of the Company or at a time when, in the judgment
     of the Company, a change in control may occur within sixty (60) days
     of such Election Period.  Notwithstanding anything in the foregoing
     to the contrary, a Deferred Payment Election shall be automatically
     revoked should you terminate your employment under the circumstances
     described in Section 7 below.
 
    5.  TERMINATION IN CONNECTION WITH THE DISPOSITION OF A COMPANY
 BUSINESS.  If there occurs at any time during the Term of this Agreement a
 spin-off to shareholders or a sale or other disposition to a non-affiliate
 of the Company (collectively, "New Owner", which term shall include all
 entities controlled by or under common control with the New Owner) of a
 portion of the business of the Company ("Disposition") for which you perform
 substantially all of your duties or as part of a restructuring or
 reorganizing of the Company you are assigned to work with such New Owner
 and you become employed by the New Owner, then a change in control, for the
 limited purpose of this Section 5, will be deemed to have occurred, and  
 
         (i)  if, and only if, your employment is terminated as
     described in any of the paragraphs (A) through (D) below (in each
     case a termination shall not be deemed to be a termination for
     purposes of this Section 5 if you are offered and refuse to accept a
     comparable position with the Company or an affiliate of the Company
     or the New Owner and for this purpose a position is not comparable if
     there are changes from the position you held prior to the Disposition
     that would constitute Good Reason for you to terminate your
     employment):  
 
              (A)  You are terminated by the Company on the date of the
          Disposition and are not employed by the New Owner; or 
 
              (B)  Within six (6) months prior to the date of
          Disposition, your employment with the Company is terminated
          other than for Cause or Disability or you terminate your
          employment with the Company for Good Reason; or 
 
              (C)  You continue your employment with the Company and
          within three years following the Date of the Disposition your
          employment with the Company is terminated other than for Cause
          or Disability or you terminate your employment for Good Reason;
          or
 
              (D)  You are employed by the New Owner and within three
          years following the date of Disposition your employment with
          the New Owner is terminated other than for Cause or Disability
          or you terminate your employment with the New Owner for Good
          Reason.  (For purposes of this subsection, "Company" shall be
          deemed to mean "New Owner" in the definition of "Good Reason"
          where the context so requires and references in the definition
          of "Good Reason" to conditions in effect immediately prior to a
          change in control shall be deemed to mean conditions in the
          offer of employment to you or otherwise in effect upon your
          initial employment with the New Owner.)
 
         (ii)  then, subject to Section 9 hereof, you shall be entitled
     to the benefits described in either (A) or (B) below:
 
              (A)  If any of paragraphs (A) (B) or (C) of subsection
          (i) above apply, then you shall be entitled to the payments and
          benefits specified in Section 4.
 
              (B)  If paragraph (D) of subsection (i) above applies,
          then the Company shall pay to you an amount equal to three
          times the higher of your annual base salary in effect on the
          date of Disposition or your highest annual base salary in
          effect during either of the two years immediately prior to the
          date of Disposition; plus an amount equal to three times the
          greater of your target bonus for the year in which the
          Disposition occurred or your highest target bonus during either
          of the two years immediately prior to the Disposition; provided
          however, that such amount shall in no event exceed the
          aggregate amount of base salary and target bonuses that you
          would have otherwise received had your employment continued at
          such higher rate until your Normal Retirement Date; plus the
          Gross-up payments and other provisions of Sections 4(vi) and
          4(vii).
 
    6.  EMPLOYEE'S COMMITMENT:  RIGHT TO TERMINATE.
 
         (i) Employee's Right to Terminate.  Except as otherwise
     provided in paragraph (ii) below, the Company or you may terminate
     your employment at any time, subject to the Company's providing the
     benefits specified herein in accordance with the terms hereof.
 
         (ii) Employee's Commitment In Event of Tender or Exchange
     Offer.  In the event a tender offer or exchange offer is made by a
     Person for more than 20% of the combined voting power of the
     Company's Voting Securities, including shares of Common Stock of the
     Company, you agree that you will not leave the employ of the Company
     (other than as a result of Disability or upon Normal Retirement) and
     will render the services contemplated in this Agreement until such
     tender offer or exchange offer has been abandoned or terminated or a
     change in control of the Company has occurred.
 
         (iii)  Employee's Duty.  During the life of this Agreement, you
     will faithfully perform your duties to the best of your ability and
     in accordance with the directions of the Chief Executive Officer and
     the Board of Directors, provided that after a change in control of
     the Company such directions do not constitute Good Reason for you to
     terminate your employment; and you will devote to the performance of
     such duties your full working time, attention and energies.
 
         (iv)  Confidential and Proprietary Information.  You will not
     at any time during the life of this Agreement, or thereafter,
     communicate or disclose to any unauthorized person, or use for your
     own account, without the written consent of the Company, any
     proprietary processes, or other confidential information of the
     Company or any subsidiary concerning their business or affairs,
     suppliers or customers, it being understood, however, that the
     obligations of this paragraph shall not apply to the extent that the
     aforesaid matters (A) are disclosed in circumstances in which you are
     legally required to do so or (B) become generally known to and
     available for use by the public otherwise than by your wrongful act
     or omission.
 
         7.  SUCCESSOR'S BINDING AGREEMENT.
 
         (i)  Successor's Binding Agreement.  The Company will seek, by
     written request at least five (5) business days prior to the time a
     Person becomes a Successor (as hereinafter defined), to have such
     Person, by agreement in form and substance satisfactory to you,
     assent to the fulfillment of the Company's obligations under this
     Agreement.  Failure of such Person to furnish such assent by the
     later of (A) three business days prior to the time such Person
     becomes a Successor or (B) two business days after such person
     receives a written request to so assent shall constitute Good Reason
     for termination by you of your employment if a change in control of
     the Company occurs or has occurred.  For purposes of this Agreement,
     "Successor" shall mean any Person that succeeds to, or has the
     practical ability to control (either immediately or with the passage
     of time), the Company's business directly, by merger or
     consolidation, or indirectly, by purchase of the Company's Voting
     Securities or otherwise.  Whether or not such assent is given by a
     Successor, this Agreement shall be binding on the Successor and its
     assigns.
 
         (ii)  Enforceability by Employee's Successors.  This Agreement
     shall inure to the benefit of and be enforceable by your personal or
     legal representatives, executors, administrators, successors, heirs,
     distributees, devisees and legatees.  If you should die before all
     amounts that would still be payable to you hereunder if you had
     continued to live are paid, all such unpaid amounts, unless otherwise
     provided herein, shall be paid in accordance with the terms of this
     Agreement to your devisee, legatee, or other designee or, if there be
     no such designee, to your estate.
 
    8.  FEES AND EXPENSES.  The Company shall pay all legal fees,
 expenses of arbitration and related expenses incurred by you in connection
 with this Agreement following a change in control of the Company,
 including, without limitation, (a) all such fees and expenses, if any,
 incurred in contesting or disputing any termination of your employment
 following a change in control or incurred by you in seeking advice with
 respect to the matters set forth in Section 7 hereof or (b) your seeking to
 obtain or enforce any right or benefit provided by this Agreement.
 
    9.  TAXES.  All payments to be made to you under this Agreement will
 be subject to required withholding of applicable federal, state and local
 taxes.
 
    10.  INTEREST.  All payments due under this Agreement and unpaid
 shall bear interest at the rate of 10% per annum, compounded daily,
 beginning on the next ensuing day 
 after the Payment Date or such other date as they may be due.
 
    11.  NON-ALIENABILITY.  Your interest under this Agreement is not
 subject to anticipation, alienation, assignment or attachment and may not
 be transferred or encumbered in any manner, either voluntarily or
 involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
 assign, pledge, encumber, or charge the same shall be null and void;
 neither shall the benefits hereunder be liable for or subject to your
 debts, contracts, liabilities, engagement, or torts, nor shall they be
 subject to garnishment, attachment, or other legal or equitable process nor
 shall they be an asset in bankruptcy, except that not amount shall be
 payable hereunder until and unless any and all amounts representing debts
 or other obligations owed to any company by you shall have been fully paid
 and satisfied.
 
    12.  SURVIVAL.  The respective obligations of, and benefits afforded
 to, the Company and you as provided in Sections 4, 5, 6, 7, 8, 9 and 16 of
 this Agreement shall survive termination of this Agreement.
 
    13.  NOTICE.  Notices and all other communications provided for
 herein shall be in writing and shall be deemed to have been duly given when
 delivered or mailed by certified or registered mail, return receipt
 requested, postage prepaid addressed to the respective addresses set forth
 on the first page of this Agreement or to such other address as either
 party may have furnished to the other in writing in accordance herewith,
 except that notices of change of address shall be effective only upon
 receipt.  All notices to the Company shall be directed to the attention of
 the Chief Executive Officer of the Company with a copy to the Secretary of
 the Company.
 
    14.  MISCELLANEOUS.  This Agreement does not supersede any other plan
 of the Company or agreement with the Company.  No provision of this
 Agreement may be modified, waived or discharged except in writing
 specifically referring to such provision and signed by you and such officer
 as may be specifically designated by the Board of Directors of the Company. 
 No waiver at any time by either party hereto of the breach of any condition
 or provision of this Agreement, or of compliance by the other party with
 the same, shall be deemed a waiver of any other condition or provision at
 the same or at any other time.  No agreement or representation still in
 effect, oral or otherwise, express or implied, with respect to the subject
 matter hereof has been made by either party other than (i) those set forth
 expressly in this Agreement or (ii) those in any stock option agreements,
 restricted stock agreements, or deferred compensation agreements.  The
 validity, interpretation, construction and performance of this Agreement
 shall be governed by the laws of the State of Texas.
 
    15.  VALIDITY.  The invalidity or unenforceability of any provisions
 of this Agreement shall not affect the validity or enforceability of any
 other provision of this Agreement, which shall remain in full force and
 effect.
 
    16.  ARBITRATION.  Any dispute or controversy arising under or in
 connection with this Agreement shall be settled exclusively by arbitration
 in the city nearest to your principal residence which has an office of the
 American Arbitration Association by one arbitrator in accordance with the
 rules of the American Arbitration Association then in effect.  Judgment may
 be entered on the arbitrator's award in any court having jurisdiction;
 provided, however, that you shall be entitled to seek specific performance
 of your right to be paid until the Date of Termination during the pendency
 of any dispute or controversy arising under or in connection with this
 Agreement.  The Company shall bear all costs and expenses arising in
 connection with any arbitration proceeding pursuant to this Section 16.
 
    17.  COUNTERPARTS.  This Agreement may be executed in one or more
 counterparts, each of which shall be deemed to be an original but all of
 which together will constitute one and the same instrument. 
 
    If this letter correctly sets forth our entire agreement, as amended
 and restated, on the subject matter hereof, kindly sign and return to the
 Company the enclosed copy of this letter which will then constitute our
 agreement on this subject.
 
                             Sincerely,
 
                             ENSERCH Corporation
 
 
                             By:
                                ----------------------
 
 
 AGREED to as of the date
 first above written.
 
 
 ------------------------