AMENDMENT NO. 4 TO THE
SAN DIEGO GAS & ELECTRIC COMPANY
NUCLEAR FACILITIES NON-QUALIFIED CPUC
DECOMMISSIONING MASTER TRUST
AGREEMENT FOR SAN ONOFRE
NUCLEAR GENERATING STATIONS
This Amendment No. 4 is entered into as of the 23rd day of
December, 1996, by and between San Diego Gas & Electric Company, a
corporation duly organized and existing under the laws of the
State of California, and having its principal office at 101 Ash
Street, San Diego, California 92101-3017 (the "Company"), and
State Street Bank and Trust Company, as Trustee, having its
principal office at 1 Enterprise Drive, Quincy, Massachusetts
02171 (the "Trustee").
Pursuant to Section 2.12 of the Nuclear Facilities Qualified
CPUC Decommissioning Master Trust Agreement dated June 29, 1992
(the "Agreement") between San Diego Gas & Electric Company (the
"Company") and State Street Bank and Trust Company, as Trustee,
the parties agree to amend the Agreement as follows:
1. The representations set forth above are incorporated
herein by this reference thereto.
2. Section 1.03 of the Agreement is amended and restated to
read as follows:
The exclusive purposes of this Master Trust are to
provide monies for the decommissioning of the Plants,
and to constitute qualified nuclear decommissioning
funds for the Units within the meaning of Section 468A
of the Code, any applicable successor provision and the
regulations thereunder. Assets of the Funds must be
used as authorized by Section 468A of the Code and the
regulations thereunder
3. The first paragraph of Section 2.12 of the Agreement is
amended and restated to read as follows:
The Trustee and the Company understand and agree that
modifications or amendments may be required to this
Agreement from time to time to effectuate the purposes
of the trust. This Agreement may not be amended so as
to violate Section 468A of the Code or the regulations
thereunder.
4. The second page of Exhibit C1 of the Agreement, the Fee
Schedule relating to the International Portfolio, is replaced
with the revised second page attached hereto.
5. The first sentence of the second paragraph of Section
4.03 is amended and restated to read as follows:
This fee schedule is effective through December 31, 1997
and may be extended with the approval of the Trustee.
6. The first and second sentences of the fourth paragraph
of Section 4.03 are amended and restated as follows:
This fee schedule shall be effective through December
31, 1997 for all assets placed under the Trustee's
investment discretion. After January 1, 1998, the fee
schedule for assets placed under the Trustee's
investment discretion shall be subject to
renegotiation."
7. Except as set forth herein, the Agreement is hereby
ratified and confirmed and remain in full force and effect
SAN DIEGO GAS & ELECTRIC STATE STREET BANK AND
COMPANY TRUST COMPANY
By:_______________________ By:____________________
Title:____________________ Title:_________________
Attest:___________________ Attest:________________
Title:____________________ Title:_________________
CALIFORNIA PUBLIC UTILITIES COMMISSION
By:_________________________________________
Title:______________________________________
Attest:_____________________________________
Title:______________________________________
EXHIBIT C1
INTERNATIONAL PORTFOLIO
I. TRUST/CUSTODY CHARGES
The following charges will be assessed on the month-end net
asset value in U.S. dollars:
Global Assets @ fourteen (14) basis points per annum
I. PORTFOLIO ADMINISTRATION (ACCOUNTING, RECORDKEEPING &
REPORTING)
$20,000 per portfolio per annum
II. PORTFOLIO ACTIVITY
International Sub-Custodian Charges
Group A Group B Group C Group D Group E
Transaction ($) 25 45 60 70 100
Holdings (bp)* 1.25 3.50 5.25 16.0 45.0
Australia Austria Finland Brazil Argentina
Canada Belgium Indonesia China Bangladesh
Cedel Hong Kong Ireland Czech Botswana
Denmark Netherlands Luxembourge Egypt Chile
Euroclear Norway Malaysia Jamaica Columbia
France Sweden Mexico So. Korea Cyprus
Germany Singapore Philippines Ecuador
Italy Thailand Portugal Ghana
Japan Sri Lanka Greece
Namibia Taiwan Hungary
New Zealand Turkey India
So. Africa Israel
Spain Jordan
Switzerland Kenya
United Kingdom Morocco
Pakistan
Peru
Poland
Tunisia
Uruguay
Venezuela
Zambia
Zimbabwe
* Based on the month-end value in U.S. dollars