RETIREMENT INCOME RESTORATION TRUST

 

                                                        EXHIBIT 10.12

                            ENSERCH CORPORATION
                    RETIREMENT INCOME RESTORATION TRUST

     This Trust Agreement made this 30th day of September, 1994,
by and between ENSERCH Corporation, a Texas corporation (the
"Company"), Enserch Exploration, Inc., a Delaware corporation,
New Enserch Exploration, Inc., a Texas corporation, Enserch
Development Corporation, a Texas corporation, Lone Star Energy
Company, a Texas corporation, and Enserch Gas Company, a Texas
Corporation, and Texas Commerce Bank National Association, a
national banking association (the "Trustee");

          WHEREAS, the Company and the participating subsidiaries
     enumerated on the attached Appendix A (the Company and such
     participating subsidiaries are hereinafter referred to as
     the "Employers") have adopted or may adopt a nonqualified
     deferred compensation plan known as the Retirement Income
     Restoration Plan of ENSERCH Corporation and Participating
     Subsidiary Companies (the "Plan"); and

          WHEREAS, the Employers have incurred or expect to incur
     liability under the terms of such Plan with respect to their
     respective eligible employees participating in such Plan and
     their beneficiaries; and

          WHEREAS, the Employers wish to establish a trust
     (hereinafter called "Trust"), pursuant to which each
     Employer will contribute assets that shall be held therein
     in a Separate Account, as herein defined, subject to the
     claims of such Employer's creditors in the event of the
     Employer's Insolvency, as herein defined, until paid to Plan
     Participants and their beneficiaries in such manner and at
     such times as specified in the Plan; and

          WHEREAS, it is the intention of the parties that this
     Trust shall constitute an unfunded arrangement and shall not
     affect the status of the Plan as an unfunded plan maintained
     for the purpose of providing deferred compensation for a
     select group of management or highly compensated employees
     for purposes of Title I of the Employee Retirement Income
     Security Act of 1974; and

          WHEREAS, it is the intention of the Employers to make
     contributions to the Trust to provide a source of funds to
     assist them in the meeting of their liabilities under the
     Plan;

     NOW, THEREFORE, the parties do hereby establish the Trust
and agree that the Trust shall be comprised, held and disposed of
as follows:

     Section 1.  Establishment Of Trust.

     (a)  The Employers hereby deposit with the Trustee in trust
$1,000.00, which shall become the principal of the Trust to be
held, administered and disposed of by the Trustee as provided in
this Trust Agreement.

     (b)  The Trust hereby established shall be irrevocable.

     (c)  The Trust is intended to be a grantor trust, of which
each Employer is the grantor with respect to its Separate
Account, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly.

     (d)  The principal of the Trust, and any earnings thereon
shall be held separate and apart from other funds of the
Employers and shall be used exclusively for the uses and purposes
of Plan Participants and general creditors as herein set forth. 
Plan Participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust.  Any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Plan
Participants and their beneficiaries against the Employers.  Any
assets held in an Employer's Separate Account under the Trust
will be subject to the claims of such Employer's general
creditors under federal and state law in the event of Insolvency,
as defined in Section 4(a) herein.

     (e)  The Employers, in their sole discretion, may at any
time, or from time to time, make additional deposits of cash or
other property in trust with the Trustee to augment the principal
to be held, administered and disposed of by the Trustee as
provided in this Trust Agreement.  Neither the Trustee nor any
Plan Participant or beneficiary shall have any right to compel
such additional deposits.

     (f)  Any provision of this Trust Agreement to the contrary
notwithstanding, upon a Change of Control of the Company, as
defined in the Plan, each Employer shall (i) as soon as possible,
but in no event more than 30 days following the date of such
Change of Control, make an irrevocable contribution to the Trust
in an amount, as determined by an Independent Committee, as
defined below, which when added to the total value of the assets
of the Employer's Separate Account under the Trust at such time
equals the total present value of all benefits accrued under the
Plan with respect to such Employer's respective Plan Participants
and beneficiaries as of the date on which the Change of Control
occurred, and (ii) during the two-year period following the date
of the Change of Control, make monthly contributions to the Trust
in amounts sufficient, as determined by the Independent
Committee, to maintain the total value of the assets in the
Employer's Separate Account under the Trust at an amount equal to
the total present value of all benefits accrued under the Plan
with respect to such Employer's respective Plan Participants and
beneficiaries.

     (g)  Any provision of this Trust Agreement to the contrary
notwithstanding, in the event that a Participant transfers
employment between Employers participating in this Trust, (i) the
Employer from which the Participant is transferred shall as soon
as possible, but in no event more than 30 days following the date
of such transfer, make an irrevocable contribution to the Trust
in an amount, as determined by the Company, which equals the
total present value of the benefits accrued under the Plan with
respect to such transferring Participant as of the date on which
the transfer occurred or, if less, an amount equal to the total
present value of all benefits accrued under the Plan with respect
to such Employer's respective Plan Participants and
beneficiaries, and (ii) immediately following the Employer's
contribution described in (i), the Trustee shall transfer assets
from the transferring Employer's Separate Account to the Separate
Account of the Employer to which the Participant is being
transferred in an amount equal to the total present value of the
benefits accrued under the Plan with respect to such transferring
Participant as of the date on which the transfer occurred. 

     Section 2.  Payments to Plan Participants and their
Beneficiaries.

     (a)  The Company shall deliver to the Trustee a schedule
(the "Payment Schedule") that indicates the amounts payable with
respect to each Plan Participant (and his or her beneficiaries)
and the Separate Account of the Employer from which such amounts
are payable, that provides a formula or other instructions
acceptable to the Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or
available under the Plan), and the time of commencement for
payment of such amounts.  An updated Payment Schedule shall be
provided by the Company to the Trustee periodically, but no less
frequently than once each calendar year.  Except as otherwise
provided herein, the Trustee shall make payments to the Plan
Participants and their beneficiaries in accordance with such
Payment Schedule.  The Trustee shall make provision for the
reporting and withholding of any federal, state or local taxes
that may be required to be withheld with respect to the payment
of benefits pursuant to the terms of the Plan and shall pay
amounts withheld to the appropriate taxing authorities or
determine that such amounts have been reported, withheld and paid
by the Employer.

     (b)  The entitlement of a Plan Participant or his or her
beneficiaries to benefits under the Plan shall be determined by
the Company or such other party as may be designated under the
Plan, and any claim for such benefits shall be considered and
reviewed under the procedures set out in the Plan.

     (c)  The Employers may make payments of benefits directly to
Plan Participants or their beneficiaries as they become due under
the terms of the Plan in lieu of payment from the Trust.  The
Company shall notify the Trustee of an Employer's decision to
make payments of benefits directly prior to the time amounts are
payable to Participants or their beneficiaries.  In addition, if
the assets of an Employer's Separate Account under the Trust are
not sufficient to make payments of benefits to its respective
Plan Participants and beneficiaries in accordance with the terms
of the Plan, such Employer shall make the balance of each such
payment as it falls due, and the Separate Accounts of other
Employers hereunder shall not be liable for the payment of such
benefits.  The Trustee shall notify the Company immediately when
the assets in an Employer's Separate Account under the Trust are
not sufficient to satisfy all payments due.

     (d)  Any provision of this Section 2 to the contrary
notwithstanding, upon and after a Change of Control of the
Company, the Trustee shall make payments to Plan Participants or
their beneficiaries in accordance with the direction of the
Independent Committee rather than the Company, regardless of
whether the Trustee has received a Payment Schedule or any other
form of direction from the Company to make such payments.

     Section 3.  Appointment of Independent Committee.  Any
provision of this Trust Agreement to the contrary
notwithstanding, upon a Change of Control of the Company, an
Independent Committee consisting of at least three members shall
be appointed by the Compensation Committee of the Board of
Directors of the Company (the "Compensation Committee") subject
to the approval of a majority of the Participants in the Plan on
the date of such Change of Control.  The Independent Committee
shall:

          (a)  determine the amount of the irrevocable
     contributions to be made by each Employer pursuant to
     Section 1(f) hereof;

          (b)  determine in accordance with the Plan the amounts
     payable with respect to each Plan Participant (and his or
     her beneficiaries), the form in which such amounts are to be
     paid, and the time of commencement for payment of such
     amounts pursuant to Section 2(a) hereof;

          (c)  determine the entitlement of Plan Participants 
     and beneficiaries to benefits under the terms of the Plan
     pursuant to Section 2(b) hereof;

          (d)  direct the Trustee to make payments to Plan
     Participants and their beneficiaries pursuant to Section 2
     hereof; and

          (e)  select a successor Trustee for the Trust if a
     Trustee resigns or is removed on or within two years
     following the date of a Change of Control of the Company
     pursuant to Section 12.

     Section 4.  Trustee Responsibility Regarding Payments to
Trust Beneficiary when an Employer Is Insolvent.

     (a)  The Trustee shall cease payment of benefits to Plan
Participants and their beneficiaries if the Participants'
Employer is Insolvent.  An Employer shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) the
Employer is unable to pay its debts as they become due, or (ii)
the Employer is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.

     (b)  At all times during the continuance of this Trust, as
provided in Section 1(d) hereof, the principal and income of each
Employer's Separate Account under the Trust shall be subject to
claims of general creditors of the Employer under federal and
state law as set forth below.

          (1)  The Board of Directors and the Chief Executive
     Officer of an Employer shall have the duty to inform the
     Trustee in writing of the Employer's Insolvency.  If a
     person claiming to be a creditor of an Employer alleges in
     writing to the Trustee that the Employer has become
     Insolvent, the Trustee shall determine whether the Employer
     is Insolvent and, pending such determination, the Trustee
     shall discontinue payment of benefits to the Employer's
     respective Plan Participants or their beneficiaries.

          (2)  Unless the Trustee has actual knowledge of an
     Employer's Insolvency, or has received notice from the
     Employer or a person claiming to be a creditor alleging that
     the Employer is Insolvent, the Trustee shall have no duty to
     inquire whether the Employer is Insolvent.  The Trustee may
     in all events rely on such evidence concerning the
     Employer's solvency as may be furnished to the Trustee and
     that provides the Trustee with a reasonable basis for making
     a determination concerning the Employer's solvency.

          (3)  If at any time the Trustee has determined that an
     Employer is Insolvent, the Trustee shall discontinue
     payments to the Employer's respective Plan Participants or
     their beneficiaries and shall hold the assets of the
     Employer's Separate Account under the Trust for the benefit
     of the Employer's general creditors.  Nothing in this Trust
     Agreement shall in any way diminish any rights of Plan
     Participants or their beneficiaries to pursue their rights
     as general creditors of an Employer with respect to benefits
     due under the Plan or otherwise.

          (4)  The Trustee shall resume the payment of benefits
     to an Employer's respective Plan Participants or their
     beneficiaries in accordance with Section 2 of this Trust
     Agreement only after the Trustee has determined that the
     Employer is not Insolvent (or is no longer Insolvent).

     (c)  Provided that there are sufficient assets in an
Employer's Separate Account under the Trust, if the Trustee
discontinues the payment of benefits from the Trust pursuant to
Section 4(b) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan Participants or
their beneficiaries under the terms of the Plan for the period of
such discontinuance, less the aggregate amount of any payments
made to Plan Participants or their beneficiaries by the Employer
in lieu of the payments provided for hereunder during any such
period of discontinuance.

     Section 5.  Payments to the Employers.

     (a)  Except as provided in Sections 4 and 5(b) hereof, the
Employers shall have no right or power to direct the Trustee to
return to the Employers or to divert to others any of the Trust
assets before payment of all benefits have been made to Plan
Participants and their beneficiaries pursuant to the terms of the
Plan.

     (b)  To the extent that an Employer determines that the
value of the assets in its Separate Account under the Trust based
upon information provided to the Employer by the Trustee, at any
time, exceeds 110% of the present value of the benefits accrued
under the Plan by the Employer's respective Plan Participants,
the Trustee shall pay such excess to the Employer upon receipt of
written request therefor from the Company; provided, however,
that no such payment of excess assets to the Employer shall be
made on or within two years following the date of a Change of
Control of the Company.

     Section 6.  Investment Authority.

     (a)  The Trustee shall establish and maintain a separate
account within the Trust for each Employer (the "Separate
Account").  All amounts deposited with the Trustee by an Employer
shall be allocated to such Employer's Separate Account.  The
Trustee shall invest, reinvest and administer the assets
allocated to each Employer's Separate Account under the Trust as
an individual, separate fund.  At the end of each calendar year
and at such other times as the Company may determine, the Trustee
shall determine the fair market value of the assets of each
Employer's Separate Account.  The Separate Account of each
Employer shall be adjusted to reflect the income collected,
realized and unrealized profits and losses, expenses and all
other transactions affecting such Separate Account for the
valuation period then ended.

     (b)  The Trustee shall have full power and authority to
invest and reinvest the assets of each Employer's Separate
Account, or any part thereof, in such stocks (common or
preferred), bonds, mortgages, notes, interest-bearing deposits
(including such deposits with any corporate trustee acting
hereunder), options and contracts for the future or immediate
receipt or delivery of property of any kind, or other securities,
producing or nonproducing oil and gas royalties and payments and
other producing and nonproducing interests in minerals, or in
commodities, life insurance policies, annuity contracts or other
property of any kind or nature whatsoever, whether real, personal
or mixed, as the Trustee, in the Trustee's absolute discretion
and judgment, deems appropriate for the Trust, and to hold cash
uninvested at any time and from time to time in such amounts and
to such extent as the Trustee, in the Trustee's absolute
discretion and judgment, deems appropriate for the Trust.  The
Trustee shall have full power and authority to manage, handle,
invest, reinvest, sell for cash or credit, or for part cash or
part credit, exchange, hold, dispose of, lease for any period of
time (whether or not longer than the life of the Trust), improve,
repair, maintain, work, develop, use, operate, mortgage, or
pledge, all or any part of the assets and property from time to
time constituting any part of the trust funds held in trust under
the Trust; borrow or loan money or securities; write options and
sell securities or other property short or for future delivery;
engage in hedging procedures; buy and sell futures contracts;
execute obligations, negotiable and nonnegotiable; vote shares of
stock in person and by proxy, with or without power of
substitution; register investments in the name of a nominee;
sell, convey, lease and/or otherwise deal with any producing or
nonproducing oil, gas and mineral leases or mineral rights,
payments and royalties; pay all reasonable expenses; execute and
deliver any deeds, conveyances, leases, contracts, or written
instruments of any character appropriate to any of the powers or
duties of the Trustee, and shall, in general, have as broad power
respecting the management, operation and handling of the Trust
assets and property as if the Trustee were the owner of such
assets and property in the Trustee's own right.  The preceding
provisions of this paragraph to the contrary notwithstanding, the
Company shall have the right and power at any time and from time
to time to give the Trustee broad guidelines within which it
shall invest the assets of the Trust; provided, however, that
upon a Change of Control of the Company and continuing for two
years thereafter, the Independent Committee, rather than the
Company, shall have the sole authority to exercise such right.

     (c)  All rights associated with assets of the Trust shall be
exercised by the Trustee or the person designated by the Trustee,
and shall in no event be exercisable by or rest with Plan
Participants.

     (d)  Each Employer shall have the right, at any time, and
from time to time in its sole discretion, to substitute assets of
equal fair market value for any asset held in its Separate
Account under the Trust provided, however, that effective upon a
Change of Control of the Company and for a period of two years
thereafter, any assets transferred to the Trust in substitution
for assets held in an Employer's Separate Account under the Trust
must consist of cash or marketable securities and the fair market
value of the respective assets shall be determined by the
Trustee.  This right is exercisable by the Employer in a
nonfiduciary capacity without the approval or consent of any
person in a fiduciary capacity.

     Section 7.  Disposition of Income.  During the term of this
Trust, all income received by the Trust, net of expenses and
taxes, shall be accumulated and reinvested.

     Section 8.  Accounting by Trustee.  The Trustee shall keep
accurate and detailed records of all investments, receipts,
disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in
writing between the Company and the Trustee.  Within 30 days
following the close of each calendar year and within 30 days
after the removal or resignation of the Trustee, the Trustee
shall deliver to the Company a written account of its
administration of the Trust and to each Employer a written
account of its administration of the Employer's Separate Account
during such year or during the period from the close of the last
preceding year to the date of such removal or resignation,
setting forth all investments, receipts, disbursements and other
transactions effected by it, including a description of all
securities and investments purchased and sold with the cost or
net proceeds of such purchases or sales (accrued interest paid or
receivable being shown separately), and showing all cash,
securities and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as
the case may be.

     Section 9.  Responsibility of the Trustee.

     (a)  The Trustee shall act with the care, skill, prudence
and diligence under the circumstances then prevailing that a
prudent person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like
character and with like aims; provided, however, that the Trustee
shall incur no liability to any person for any action taken
pursuant to a direction, request or approval given by an Employer
which is contemplated by, and in conformity with, the terms of
the Plan or this Trust and is given in writing by the Employer. 
In the event of a dispute between an Employer and a party, the
Trustee may apply to a court of competent jurisdiction to resolve
the dispute.

     (b)  If the Trustee undertakes or defends any litigation
arising in connection with this Trust, the Employers agree to
indemnify the Trustee against the Trustee's costs, expenses and
liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto and to be primarily liable for such
payments.  If the Employers do not pay such costs, expenses and
liabilities in a reasonably timely manner, the Trustee may obtain
payment from the Trust.

     (c)  The Trustee may consult with legal counsel (who may
also be counsel for the Employers generally) with respect to any
of its duties or obligations hereunder.

     (d)  The Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other professionals
to assist it in performing any of its duties or obligations
hereunder.

     (e)  The Trustee shall have, without exclusion, all powers
conferred on trustees by applicable law, unless expressly
provided otherwise herein; provided, however, that except as
provided in Sections 5(b) and 6(d) hereof, if an insurance policy
is held as an asset of the Trust, the Trustee shall have no power
to name a beneficiary of the policy other than the Trust, to
assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to
any person the proceeds of any borrowing against such policy.

     (f)  Notwithstanding any powers granted to the Trustee
pursuant to this Trust Agreement or applicable law, the Trustee
shall not have any power that could give this Trust the objective
of carrying on a business and dividing the gains therefrom,
within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal
Revenue Code.

     Section 10.  Compensation and Expenses of the Trustee.  The
Trustee shall be paid such reasonable compensation commensurate
with the services and responsibilities involved hereunder as
shall from time to time be agreed upon by the Trustee and the
Company.  The Employers shall pay all administrative and the
Trustee's fees and expenses, but, if not so paid, the fees and
expenses shall be paid from the Trust.

     Section 11.  Resignation and Removal of the Trustee.

     (a)  The Trustee may resign at any time by written notice to
the Company, which shall be effective 30 days after receipt of
such notice unless the Company and the Trustee agree otherwise.

     (b)  The Trustee may be removed by the Company on 30 days
notice or upon shorter notice accepted by the Trustee; provided,
however, that the Trustee may not be removed by the Company on or
within two years following a Change of Control of the Company
except with the written consent of a majority of the Participants
entitled to payment of benefits pursuant to the terms of the Plan
on the date of such Change of Control.

     (c)  Upon resignation or removal of the Trustee and
appointment of a successor Trustee, all assets shall subsequently
be transferred to the successor Trustee.  The transfer shall be
completed within 30 days after receipt of notice of resignation,
removal or transfer, unless the Company extends the time limit.

     (d)  If the Trustee resigns or is removed, a successor shall
be appointed, in accordance with Section 12 hereof, by the
effective date of resignation or removal under paragraph(s) (a)
or (b) of this section.  If no such appointment has been made,
the Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions.  All expenses of
the Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust.

     Section 12.  Appointment of Successor.

     (a)  If the Trustee resigns or is removed in accordance with
Section 11(a) or (b) hereof, the Company may appoint any third
party, such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor
to replace the Trustee upon resignation or removal; provided,
however, that if the Trustee resigns or is removed on or within
two years following the date of a Change of Control of the
Company, the Independent Committee shall select a successor
Trustee in accordance with this Section 12.  The appointment
shall be effective when accepted in writing by the new Trustee,
who shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust assets.  The
former Trustee shall execute any instrument necessary or
reasonably requested by the Company or the successor Trustee to
evidence the transfer.

     (b)  The successor Trustee need not examine the records and
acts of any prior Trustee and may retain or dispose of existing
Trust assets, subject to Sections 8 and 9 hereof.  The successor
Trustee shall not be responsible for and the Employers shall
indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior
Trustee or from any other past event, or any condition existing
at the time it becomes successor Trustee.

     Section 13.  Amendment or Termination.

     (a)  This Trust Agreement may be amended by a written
instrument executed by the Trustee and the Company. 
Notwithstanding the foregoing, no such amendment shall conflict
with the terms of the Plan or shall make the Trust revocable.

     (b)  The Trust shall not terminate until the date on which
Plan Participants and their beneficiaries are no longer entitled
to benefits pursuant to the terms of the Plan.  Upon termination
of the Trust any assets remaining in an Employer's Separate
Account under the Trust shall be returned to such Employer.

     (c)  Upon written approval of at least two-thirds of the
Participants and beneficiaries entitled to payment of benefits
pursuant to the terms of the Plan, the Company may terminate this
Trust prior to the time all benefit payments under the Plan have
been made.  All assets in an Employer's Separate Account under
the Trust at termination shall be returned to such Employer.

     (d)  The Company may terminate this Trust with respect to
the Separate Account of any Employer with the written approval of
at least two-thirds of the Employer's respective Plan
Participants and beneficiaries who are entitled to payment of
benefits pursuant to the terms of the Plan.  All assets in an
Employer's Separate Account under the Trust on the date of such
termination shall be returned to such Employer. 

     (e)  This Trust Agreement may not be amended by the Company
on or within two years following the date of a Change of Control
of the Company, without the written consent of a majority of the
Participants entitled to payment of benefits pursuant to the
terms of the Plan on the date of such Change of Control.

     Section 14.  Miscellaneous.

     (a)  Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.

     (b)  Benefits payable to Plan Participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.

     (c)  This Trust Agreement 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.

     (d)  Except where otherwise defined, capitalized terms used
herein shall have the meaning given to them in the Plan.

     (e)  In the event that a dispute arises between a Plan
Participant or beneficiary and the Participant's Employer, the
Company or the Trustee with respect to the payment of amounts
from the Trust and the Participant or beneficiary is successful
in pursuing a benefit to which he or she is entitled under the
terms of the Plan and this Trust against the Participant's
Employer, the Company, the Trustee 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 shall reimburse the Plan Participant or beneficiary for
the full amount of any such attorneys' fees, expenses and costs.

     (f)  Upon the written consent of the Company delivered to
the Trustee, any other affiliate of the Company which adopts the
Plan may become a party to this Trust by delivering to the
Trustee a certified copy of a resolution of its board of
directors or other governing authority adopting this Trust.  For
purposes of this Trust, any such affiliate which adopts this
Trust with the written consent of the Company shall be an
Employer hereunder.  

     IN WITNESS WHEREOF, this Agreement has been executed 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

                                   ENSERCH EXPLORATION, INC.

                                   By   /s/ D. W. Biegler
                                     Title:  Chairman and Chief
                                             Executive Officer

                                   NEW ENSERCH EXPLORATION, INC.

                                   By   /s/ D. W. Biegler
                                     Title:  Chairman and Chief
                                             Executive Officer

                                   ENSERCH DEVELOPMENT CORPORATION
                                   

                                   By   /s/ G. R. Bryan
                                     Title:  Chairman

                                   LONE STAR ENERGY COMPANY

                                   By   /s/ D. W. Biegler
                                     Title:  Chairman and Chief
                                             Executive Officer

                                   ENSERCH GAS COMPANY
                                   

                                   By   /s/ D. W. Biegler
                                     Title:  Chairman and Chief
                                             Executive Officer

                                   TEXAS COMMERCE BANK NATIONAL
                                   ASSOCIATION

                                   By   /s/ Karen Epps
                                     Title:

THE STATE OF TEXAS       )
                         )
COUNTY OF DALLAS         )

     BEFORE ME, the undersigned authority, a notary public in and
for said County and State, on this day personally appeared D. W.
Biegler, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was
the act of the said ENSERCH CORPORATION, a Texas corporation, and
that he/she executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the
capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of
September, 1994.

                                   /s/ Cherry H. Sossamon
                                   Notary Public, State of Texas
My Commission expires:
October 31, 1996

THE STATE OF TEXAS  )
                    )
COUNTY OF DALLAS    )

     BEFORE ME, the undersigned authority, a notary public in and
for said County and State, on this day personally appeared D. W.
Biegler, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was
the act of the said ENSERCH EXPLORATION, INC., a Delaware
corporation, and that he/she executed the same as the act of such
corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of
September, 1994.

                                /s/ Cherry H. Sossamon
                                Notary Public, State of Texas

My Commission expires:
October 31, 1996

THE STATE OF TEXAS  )
                    )
COUNTY OF DALLAS    )

     BEFORE ME, the undersigned authority, a notary public in and
for said County and State, on this day personally appeared D. W.
Biegler, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was
the act of the said NEW ENSERCH EXPLORATION, INC., a Texas
corporation, and that he/she executed the same as the act of such
corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of
September, 1994.

                               /s/ Cherry H. Sossamon
                               Notary Public, State of Texas

My Commission expires:
October 31, 1996

THE STATE OF TEXAS       )
                         )
COUNTY OF DALLAS         )

     BEFORE ME, the undersigned authority, a notary public in and
for said County and State, on this day personally appeared G. R.
Bryan, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the
act of the said ENSERCH DEVELOPMENT CORPORATION, a Texas
corporation, and that he/she executed the same as the act of such
corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of
September, 1994.

                                   /s/ Glynnda S. Rice
                                   Notary Public, State of Texas

My Commission expires:
February 28, 1997

THE STATE OF TEXAS       )
                         )
COUNTY OF DALLAS         )

     BEFORE ME, the undersigned authority, a notary public in and
for said County and State, on this day personally appeared D. W.
Biegler, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was
the act of the said LONE STAR ENERGY COMPANY, a Texas corporation,
and that he/she executed the same as the act of such corporation
for the purposes and consideration therein expressed, and in the
capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of
September, 1994.

                                   /s/ Cherry H. Sossamon
                                   Notary Public, State of Texas

My Commission expires:
October 31, 1996

THE STATE OF TEXAS       )
                         )
COUNTY OF DALLAS         )

     BEFORE ME, the undersigned authority, a notary public in and
for said County and State, on this day personally appeared D. W.
Biegler, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was
the act of the said ENSERCH GAS COMPANY, a Texas corporation, and
that he/she executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the
capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23rd day of
September, 1994.

                                   /s/ Cherry H. Sossamon
                                   Notary Public, State of Texas

My Commission expires:
October 31, 1996

THE STATE OF TEXAS      )
                        )
COUNTY OF DALLAS        )

    BEFORE ME, the undersigned authority, a notary public in and
for said County and State, on this day personally appeared Karen
Epps, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the
act of the said TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a
national banking association, and that he/she executed the same as
the act of such banking association for the purposes and
consideration therein expressed, and in the capacity therein
stated.

    GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 7th day of
October, 1994.

                             /s/ Barbara Betik
                             Notary Public, State of Texas

My Commission expires:
January 30, 1997

                                 APPENDIX A

                                   TO THE

                            ENSERCH CORPORATION 
                     RETIREMENT INCOME RESTORATION TRUST

                         Participating Subsidiaries

1.  Enserch Exploration, Inc., a Delaware corporation

2.  New Enserch Exploration, Inc., a Texas corporation

3.  Enserch Development Corporation, a Texas corporation 

4.  Lone Star Energy Company, a Texas corporation 

5.  Enserch Gas Company, a Texas Corporation 

Basic Info X:

Name: RETIREMENT INCOME RESTORATION TRUST
Type: trust
Date: March 30, 1995
Company: TXU GAS CO
State: Texas

Other info:

Date:

  • 30th day of September , 1994
  • October 1 , 1994
  • February 28 , 1997
  • 23rd day of September , 1994
  • October 31 , 1996
  • 7th day of October , 1994
  • January 30 , 1997

Organization:

  • New Enserch Exploration , Inc.
  • Lone Star Energy Company
  • Compensation Committee of the Board of Directors
  • Trustee Responsibility Regarding Payments to Trust Beneficiary
  • United States Bankruptcy Code
  • Unless the Trustee
  • Internal Revenue Code
  • Change of Control of the Company
  • Glynnda S. Rice Notary Public , State of Texas My Commission
  • Cherry H. Sossamon Notary Public , State of Texas My Commission
  • County and State
  • TEXAS COMMERCE BANK NATIONAL ASSOCIATION
  • Barbara Betik Notary Public , State of Texas My Commission
  • Enserch Development Corporation
  • Enserch Gas Company

Location:

  • State of Texas
  • DALLAS
  • Delaware

Money:

  • $ 1,000.00

Person:

  • s G. R. Bryan Title
  • s D. W. Biegler
  • s Karen Epps

Percent:

  • 110 %