EXHIBIT 10(r)(2)

                         CERTIFIED COPY OF A RESOLUTION

                          OF THE BOARD OF DIRECTORS OF

                       CENTRAL AND SOUTH WEST CORPORATION


     RESOLVED: That the Board of Directors of Central and South West Corporation
     hereby authorizes the appropriate  officers of the Corporation to establish
     additional  pension  benefits  through  the  Central  and South West System
     Special  Executive  Retirement Plan, which shall contain  substantially the
     same  terms  and  conditions  as are set out in the  said  plan  which  has
     heretofore  been  approved  by the Board of  Directors,  a copy of which is
     attached to these minutes and incorporated herein by reference.

     It is the intent of this Board of Directors, by taking this action, to:

          1.   Grant to Thomas V.  Shockley,  III  additional  years of credited
               service in excess of the actual credited service earned under the
               Central and South West System Pension Plan.

          2.   Provide for payment of pension benefits for retirement commencing
               at age 60 or later based on thirty years of credited service less
               benefits  payable under the basic Pension Plan in accordance with
               the provisions of the Special Executive Retirement Plan.

     FURTHER RESOLVED: That the Board of Directors approves and ratifies any and
     all actions  heretofore taken in connection with this plan on behalf of Mr.
     Thomas V.  Shockley,  III. This  resolution  and the  authorization  herein
     contained shall become effective immediately.

I, Thomas S. Ashford, do hereby certify that I am Secretary of Central and South
West Corporation,  a Delaware corporation,  and as such Secretary and the keeper
of the corporate records and seal of said Corporation,  and as said Secretary, I
do hereby  further  certify  that the above and  foregoing is a true and correct
copy of a  certain  resolution  as the same  appears  upon the  records  of said
Corporation  duly  adopted by the Board of Directors  of said  Corporation  at a
meeting of said Board duly  called and held on the 18th day of April,  1991,  at
which meeting a quorum of said Board was present and voting throughout.


IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed the seal of said
Corporation this 19th day of March, 2002.



                              /s/Thomas S. Ashford
                                 Secretary

SEAL