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                                                             Exhibit 10(d)

                                   SECOND
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                       SUPPLEMENTAL RETIREMENT PLAN
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            FOR EMPLOYEES OF THE TEXAS UTILITIES COMPANY SYSTEM
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          (As amended and restated effective as of August 11, 1998)


                                 ARTICLE ONE
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                             Purposes of the Plan
                             --------------------

     1.1     The Second Supplemental Retirement Plan for Employees of the
Texas Utilities Company System ("Plan") is a restatement and amendment of the
Supplemental Retirement Plan for Employees of the Texas Utilities Company
System (the "First Plan") which was initially established, effective January
1, 1983, and was amended and restated effective as of January 1, 1995, and,
for purposes of establishing the Plan, is hereby amended and restated
effective as of August 11, 1998.  The principal purpose of the Plan is to
provide benefits, not otherwise provided by the First Plan, for Participants
in excess of the limitations on contributions and benefits imposed by relevant
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), on
qualified defined benefit plans.

     1.2     The Plan is established for the benefit of Participants as an
unfunded compensation arrangement; provided, however, Supplemental Retirement
Benefits for Eligible Participants shall be provided, in whole or in part,
under the Trust Agreement for Participants who are eligible to receive
Supplemental Retirement Benefits under the Trust Agreement, and shall be
provided under the Second Trust Agreement for all other Participants and for
Eligible Participants, to the extent such Supplemental Retirement Benefits are
not payable under the Trust Agreement.  Any Supplemental Retirement Benefit
not paid under the Trust Agreement or the Second Trust Agreement shall be paid
by the Employer-corporations under the provisions of the Plan.

     1.3     The Plan does not give Participants any rights not expressly
granted them in the Plan.

                                 ARTICLE TWO

                                 Definitions
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     The following definitions apply to the Plan unless the context clearly
indicates otherwise:

     2.1     "Adjusted Retirement Benefit" shall mean the Retirement Income
Allowance which would have been payable under the provisions of Section 7 of
the Retirement Plan without regard to Section 8 of the Retirement Plan and
without excluding from Earnings: (i) amounts awarded under the Annual
Incentive Plan of the Texas Utilities Company System or deferred under
nonqualified executive compensation plans and arrangements adopted from time
to time by Employer-corporations; and (ii) amounts in excess of the dollar
maximum imposed on Earnings, as defined in the Retirement Plan.

     2.2     "Board of Directors" shall mean the Board of Directors of Texas
Utilities Company.

     2.3     "Change of Control" shall mean a change in control of the Company
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  in Rule 12b-2 of Regulation 12B under the Exchange Act;
provided that, without limitation, such a change in control shall be deemed to
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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 13-d3 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
of Directors 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 definition, 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.

     2.4     "Committee" shall mean the Retirement Committee for the
Retirement Plan for Employees of the Texas Utilities Company System.

     2.5     "Company" shall mean Texas Utilities Company, its successors and
assigns.

     2.6     "Eligible Participant" shall mean a Participant eligible to
receive benefits under the Trust Agreement, as set forth in the Trust
Agreement.

     2.7     "Employer-corporation" shall mean the Company or any company,
more than 50% of the voting stock of which is owned directly or indirectly by
the Company, which has been approved for participation in, and which has
adopted, the Plan.  "Employer-corporations" shall be used to refer to such
companies jointly or severally.

     2.8     "Independent Committee" shall mean the Independent Committee
provided for in the Second Trust Agreement.

     2.9     "Participant" shall mean each person who is entitled to receive a
benefit on or after January 1, 1983, under the Retirement Plan and whose
Retirement Benefit is less than his Adjusted Retirement Benefit, but excluding
any Participant who is eligible to receive benefits under the Retirement
Income Restoration Plan of ENSERCH Corporation and Participating Subsidiary
Companies.

     2.10     "Plan" shall mean this Second Supplemental Retirement Plan for
Employees of the Texas Utilities Company System as amended from time to time.

     2.11     "Plan Administrator" shall mean the person or persons appointed
by the Committee or, following a Change of Control, the Independent Committee,
to assist in carrying out the day-to-day operation and administration of the
Plan, the Trust Agreement and/or the Second Trust Agreement.  In the event no
Plan Administrator is appointed, then the Committee or, following a Change of
Control, the Independent Committee shall be the Plan Administrator.
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     2.12     "Plan Year" shall be the calendar year.

     2.13     "Retirement Benefit" shall be the Retirement Income Allowance
payable to a Participant under the Retirement Plan.

     2.14     "Retirement Plan" shall be the Retirement Plan for Employees of
the Texas Utilities Company System, as amended from time to time.

     2.15     "Second Trust Agreement" shall mean the trust agreement dated as
of August 11, 1998 which establishes a rabbi trust to provide benefits under
the Plan for Participants to the extent benefits are not covered under the
Trust Agreement.

     2.17     "Supplemental Retirement Benefit" or "Benefit" shall be the
monthly benefit equal in amount to the difference between the installment of
the Participant's Adjusted Retirement Benefit and the installment of the
Participant's Retirement Benefit, payable under the same terms applicable to
the payment of the Retirement Benefit.

     2.18     "Trust Agreement" shall mean that certain trust agreement dated
as of May 3, 1993, which establishes a secular trust to provide benefits under
the Plan for certain Participants.

     2.19     "Trustee" shall mean the entity appointed by the Plan
Administrator to serve as trustee of the Trust.

                                 ARTICLE THREE

                              Allocation of Costs
                              -------------------

     3.1     The cost of providing the benefits payable under the Plan shall
be allocated to the Employer-corporation which is the employer of the
Participant.

     3.2     If a Participant has service with more than one of the
Employer-corporations which is relevant to benefits provided thereunder, the
costs of providing that portion of such benefits payable to such Participant
shall be borne on the basis of the accrued Supplemental Retirement Benefit as
of date of transfer of the employee from such Employer-corporation or shall be
borne by the Employer-corporation in the proportion which the salary paid by
the Employer-corporation bears to the aggregate salaries paid by all joint
employers during such joint employment.

     3.3     The Company, as agent for the Employer-corporations, will pay all
Benefits provided hereunder and administer all transactions relating to the
Plan, except Benefits payable under the Trust Agreement and the Second Trust
Agreement shall be paid by the respective Trustee of each such trust in
accordance with the terms of the Trust Agreement or the Second Trust
Agreement, as the case may be.

                                 ARTICLE FOUR

                                   Benefits
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     4.1     A Participant shall be entitled to receive a Supplemental
Retirement Benefit, pursuant to the provisions of the Plan and/or the First
Plan; provided, however, Benefits payable to Eligible Participants under the
Trust Agreement or the Second Trust Agreement shall be subject to additional
provisions set forth in the Trust Agreement and/or the Second Trust Agreement,
as applicable, which provisions shall be controlling.  To the extent that
Benefits are paid out of a trust established related to the Plan or First
Plan, separate accounts shall be maintained for each covered Participant.
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     4.2     Any Benefit payable under the Plan shall constitute a general
unsecured obligation of the Company, and shall be subject to the claims of the
Company's creditors.

                                 ARTICLE FIVE

                                Miscellaneous
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     5.1     The Board of Directors shall be vested with full power and
authority to amend the Plan or to terminate the Plan at any time; provided
that no act of amendment or termination shall reduce any Benefit accrued to
the date such act is adopted.  Furthermore, if the Plan is terminated,
amended, or frozen or any other action is taken to limit future Benefit
accruals under the Plan, or in the event of a Change of Control, each of the
Employer-corporations shall be obligated to take all action as may be provided
for under the Trust Agreement, the Second Trust Agreement or any other
agreement affecting, in any way, the funding and/or securitization and the
current or future payment of Benefits.

     5.2     The Committee shall have the same powers, duties and
responsibilities with respect to the administration of the Plan as provided in
Section 12 of the Retirement Plan.  Furthermore, the Committee may appoint a
person or persons as Plan Administrator to assist in carrying out the
day-to-day operation of the Plan, the Trust Agreement and/or the Second Trust
Agreement.  The powers, duties and responsibilities of the Committee shall
include specifically, but not by way of limitation, the authority to carry out
the policy of the Company that applicable remuneration for a taxable year
beginning after December 31, 1993, with respect to an Eligible Participant,
shall not exceed the level of deductibility provided for in Section 162(m) of
the Internal Revenue Code or any successor provision.  Notwithstanding any
other provision of this Plan, in the event of a Change of Control, the
Independent Committee shall have the powers, duties and responsibilities
provided for in the Second Trust Agreement.

     5.3     Any Employer-corporation, as defined herein, may participate
under this Plan upon approval of the Board of Directors and approval of the
board of directors of such Employer-corporation.  Any Employer-corporation
may, by action of its board of directors, withdraw from participation in the
Plan upon thirty days prior notice to Texas Utilities Company.

     5.4     The Plan shall be construed under the laws of Texas.

     Executed as of the 11th day of August, 1998.

                                   TEXAS UTILITIES COMPANY


                                  By: /s/ Peter B. Tinkham
                                     ---------------------------------
                                      Peter B. Tinkham, Secretary and
                                      Assistant Treasurer
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