ENOVA CORPORATION
 .....................1997 DEFERRED COMPENSATION AGREEMENT
 ............................FOR NONEMPLOYEE DIRECTORS


 .....THIS AGREEMENT, made and entered into this _____ day of December, 
1996, by and between Enova Corporation or any of its subsidiaries, 
(hereinafter "Company") and ______________________________________ 
(hereinafter "Director"), a member of the Board of Directors of Company 
(hereinafter the "Board"),

 .................................WITNESSETH:

 ......WHEREAS, fees are paid to Directors as a retainer; and 

 ......WHEREAS, Director and Company desire that the payment of said fees 
to Director be deferred, pursuant to the terms and provisions of this 
Agreement;

 ......NOW, THEREFORE, the parties hereto hereby agree as follows:

 ......1....This Agreement shall be effective on the first date 
subsequent to its execution upon which Director's fees would otherwise 
be payable to Director for service as a member of the Board and shall 
continue in effect until this Agreement is terminated as provided 
herein.

 ......2....Company shall credit to an account on Company's books, in 
Director's name, that portion of such Director's fees otherwise payable 
to Director as may be specified by Director on an election form 
submitted to Company simultaneously with the execution of this 
Agreement.

 ......3....There shall be credited to Director's account an additional 
amount equal to seven and eighty-five one-hundredths percent (7.85%) per 
annum computed on the balance in Director's account as of the end of 
each month; provided, however, that Company reserves the right to 
increase or decrease from time to time such amount with respect to 
amounts to be credited to the account subsequent to the date of such 
increase or decrease, provided that upon a "change-in-control" (as 
defined in the Enova Corporation 1986 Long-Term Incentive Plan) the 
percentage used shall not decrease to less than the last published rate 
shown in Moody's Average of Yields on Public Utility Bonds for a utility 
having a rating equivalent to Company.

 ......4....All amounts credited to Director's account pursuant to 
paragraphs 2 and 3 hereof shall be paid to Director in a lump sum on the 
date specified by Director on the Director's election form.  In the 
event of Director's death before any payment due under this paragraph 4 
has been paid, such payment due shall be paid in a lump sum to the 
person specified by the Director on the election form as soon as 
administratively practicable.

 ......5....No amounts credited to Director's account may be assigned, 
transferred, encumbered, or made subject to any legal process for the 
payment of any claim against Director, Director's spouse or beneficiary.  
In no event shall Director, Director's spouse or beneficiary have the 
right to recover any fees credited to Director's account other than in 
accordance with this Agreement.

 ......6....Nothing contained in this Agreement and no action taken 
pursuant to the provisions of this Agreement shall create or be 
construed to create a trust of any kind, or a fiduciary relationship 
between Company and the Director or any other person.  To the extent 
that any person acquires a right to receive payments from Company under 
this Agreement, such right shall be no greater than the right of any 
unsecured general creditor of Company.  Title to and beneficial 
ownership of any assets, whether cash or investments which Company may 
earmark to pay the deferred compensation hereunder, shall at all times 
remain assets of Company and neither the Director nor any other person 
shall, under this Agreement, have any property interest whatsoever in 
any specific assets of Company.

 ......7....The existence of this Agreement shall not confer upon any 
Director any right to continue to serve as a Director for any period of 
time.

 ......8....This Agreement may be terminated by Company upon 30 days 
written notice to the Director.  Such termination shall be applicable 
only with respect to fees payable to Director on and after the first day 
of the calendar year following the date of termination.  Funds 
previously deferred and credited (and income earned on such funds) will 
continue to be governed by the applicable year's director election form 
and Section 3 of this Agreement.

 ......9....Director acknowledges that Director has been advised that 
Director may confer with and seek advice from a tax or financial advisor 
of Director's choice concerning this deferral.  Director further 
acknowledges that Director has not received tax advice from Company nor 
has Director relied upon information provided by Company in electing to 
make this deferral.

 .......IN WITNESS WHEREOF, this Agreement has been executed on the day 
and year written above.


NONEMPLOYEE DIRECTOR..............COMPANY



____________________________......   By ___________________________
Signature of Nonemployee Director.   Company_______________________
 .....................................Title ________________________