EXHIBIT 10.9

                       ENSERCH CORPORATION
                    DEFERRED COMPENSATION PLAN


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

                            ARTICLE I.

                           DEFINITIONS

     Section 1.1  Definitions.  Unless the context clearly
indicates otherwise, when used in this Plan:
     
          (a)  "Adjustment Date" means the last day of each
     calendar quarter and such other dates as the Administrative
     Committee in its discretion may prescribe.
     
          (b)  "Affiliated Company" means any corporation or
     organization which together with the Company would be
     treated as a single employer under Section 414 of the Code.
     
          (c)  "Administrative Committee" means the committee
     designated pursuant to Section 2.1 to administer this Plan.
     
          (d)  "Board" means the Board of Directors of ENSERCH
     Corporation.
     
          (e)  "Change of Control" means a change in control of a
     nature that would be required to be reported in response to
     Item 1(a) of the Securities and Exchange Commission Form
     8-K, as in effect on the date hereof, pursuant to Section 13
     or 15(d) of the Securities Exchange Act of 1934, as amended
     ("Exchange Act"), or would have been required to be so
     reported but for the fact that such event had been
     "previously reported" as that term is defined Rule 12b-2 of
     Regulation 12B under the Exchange Act; provided that,
     without limitation, such a change in control shall be deemed
     to have occurred if (i) any Person is or becomes the
     beneficial owner (as defined in Rule 13d-3 under the
     Exchange Act), directly or indirectly, of securities of the
     Company representing 20% or more of the combined voting
     power of the Company's then outstanding securities
     ordinarily (apart from rights accruing under special
     circumstances) having the right to vote at elections of
     directors ("Voting Securities"), or (ii) individuals who
     constitute the Board on the date hereof (the "Incumbent
     Board") cease for any reason to constitute at least a
     majority thereof, provided that any person becoming a
     director subsequent to the date hereof whose election, or
     nomination for election by the Company's shareholders, was
     approved by a vote of at least three-quarters of the
     directors comprising the Incumbent Board (either by a
     specific vote or by approval of the proxy statement of the
     Company in which such person is named as a nominee for
     director, without objection to such nomination) shall be,
     for purposes of this clause (ii), considered as though such
     person were a member of the Incumbent Board, or (iii) a
     recapitalization of the Company occurs which results in
     either a decrease by 33% or more in the aggregate percentage
     ownership of Voting Securities held by Independent
     Shareholders (on a primary basis or on a fully diluted basis
     after giving effect to the exercise of stock options and
     warrants) or an increase in the aggregate percentage
     ownership of Voting Securities held by non-Independent
     Shareholders (on a primary basis or on a fully diluted basis
     after giving effect to the exercise of stock options and
     warrants) to greater than 50%.  For purposes of this
     subsection (e), the term "Person" shall mean and include any
     individual, corporation, partnership, group, association or
     other "person", as such term is used in Section 14(d) of the
     Exchange Act, other than the Company, a subsidiary of the
     Company or any employee benefit plan(s) sponsored or
     maintained by the Company or any subsidiary thereof, and the
     term "Independent Shareholder" shall mean any shareholder of
     the Company except any employee(s) or director(s) of the
     Company or any employee benefit plan(s) sponsored or
     maintained by the Company or any subsidiary thereof.
     
          (f)  "Code" means the Internal Revenue Code of 1986, as
     amended from time to time.
     
          (g)  "Company" means ENSERCH Corporation and its
     successors.
     
          (h)  "Compensation Committee" means the Compensation
     Committee of the Board.
     
          (i)  "Deferral Account" means the account established
     and maintained on the books of an Employer to record a
     Participant's interest under this Plan attributable to
     amounts credited to such Participant pursuant to Plan
     Section 3.1 and Section 3.2.
     
          (j) "Disability" means total and permanent disability
     of the Participant as determined under the provisions of his
     or her Employer's group long-term disability plan.
     
          (k)  "Election Period" means such period immediately
     prior to the beginning of a Plan Year (or, with respect to
     the Plan's first Plan Year, the period immediately prior to
     October 1, 1994) specified by the Administrative Committee
     for the making of deferral elections for such Plan Year
     pursuant to Plan Sections 3.1 and 3.2.
     
          (l)  "Eligible Employee" means any employee of an
     Employer who is one of a select group of management or
     highly compensated employees and (i) whose annual base
     salary equals or exceeds $125,000 or (ii) whose annual base
     salary equals or exceeds $100,000 and whose position is of
     significant impact on the operations of his or her Employer
     as determined by the Administrative Committee in its
     absolute discretion.
     
          (m)  "Employer" includes the Company and any Affiliated
     Company which adopts this Plan.
     
          (n)  "Participant" means an Eligible Employee or former
     Eligible Employee for whom a Deferral Account is being
     maintained under this Plan.
     
          (o)  "Plan" means this ENSERCH Corporation Deferred
     Compensation Plan as in effect from time to time on and
     after October 1, 1994.
     
          (p)  "Plan Year" means the twelve-month period
     commencing January 1 and ending the following December 31.
     
          (q)  "Retirement Age" means the age used as the
     retirement age for the Participant under Section 216(l) of
     the Social Security Act.
     
     
                           ARTICLE II.

                       PLAN ADMINISTRATION

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


                           ARTICLE III.

                 DEFERRED COMPENSATION PROVISIONS

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

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

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

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

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


                           ARTICLE IV.

                             BENEFITS

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

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

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

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

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

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

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

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

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

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

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

     Section 4.6   Option to Request Immediate Payout.  In lieu
of any other benefits or payments to be made pursuant to this
Plan, each Participant (or beneficiary in the case of a deceased
Participant) shall have the right at any time to elect a lump sum
payment in an amount equal to:

          (a)  the amount payable from the Participant's Deferral
     Account, determined in accordance with Section 4.2, minus

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

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

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

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

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


                            ARTICLE V.

                    AMENDMENT AND TERMINATION

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

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


                           ARTICLE VI.

                     MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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

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

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

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


     Pursuant to the provisions of Section 5.1 thereof, the
ENSERCH Corporation Deferred Compensation Plan (the "Plan") is
hereby amended in the following respect only:
     Article III of the Plan is hereby amended effective as of
January 1, 1995 by adding the following new Section to the end
thereof:

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

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



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

     Pursuant to the provisions of Section 5.1 thereof, the
ENSERCH Corporation Deferred Compensation Plan (the "Plan") is
hereby amended in the following respects only:
     FIRST: Effective as of January 1, 1996, Article I, Section
1.1 of the Plan is hereby amended by restating subsection (i)
thereof to read as follows:
          (i) "Deferral Account" means the account established
     and maintained on the books of an Employer to record a
     Participant's interest under this Plan attributable to
     amounts credited to such Participant pursuant to Plan
     Sections 3.1, 3.2, 3.6 and 3.7.

     SECOND: Effective as of January 1, 1996, Article I, Section
1.1 of the Plan is hereby amended by adding the following new
subsections to the end thereof:
          (r) "Compensation" shall mean Compensation as defined
     in Section 1.2(f) of the ENSERCH Corporation Employee Stock
     Purchase and Savings Plan.

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

     THIRD: Effective as of January 1, 1996, Article III of the
Plan is hereby amended by adding the following new section to the
end thereof:
     Section 3.7 Employer Contributions.

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

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


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

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

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

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

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

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

                              ENSERCH Corporation


                              By   /s/ D. W. Biegler
                                   Title: President