AMENDMENT NO. 1 TO THE
SAN DIEGO GAS & ELECTRIC COMPANY
NUCLEAR FACILITIES NON-QUALIFIED CPUC
DECOMMISSIONING MASTER TRUST
AGREEMENT FOR SAN ONOFRE
NUCLEAR GENERATING STATIONS
This Amendment is entered into as of the 1st day of
March, 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
01171 (the "Trustee").
WHEREAS, Pursuant to Section 2.12 of the Nuclear Facilities Non-
Qualified CPUC Decommissioning Master Trust Agreement dated June
29, 1992 (the "Agreement") between San Diego Gas & Electric
Company (the "Company") and the State Street Bank and Trust
Company, as Trustee, the Company hereby amends the Agreement as
follows;
NOW, THEREFORE, the parties agree as follows:
1. The representations set forth above are incorporated herein by
this reference thereto.
2. The Agreement shall be amended by restating the first
paragraph of Section 4.03 to read:
"The Trustee shall be entitled to a compensation from the
Master Trust as shown on Exhibit C1 attached hereto."
3. The Agreement shall be amended by restating the first sentence
of the second paragraph of Section 4.03 as follows:
"This fee schedule is effective through December 31, 1997
and may be extended with the approval of the Trustee."
4. The Agreement shall be amended by restating the first and
second sentences of the fourth paragraph of section 4.03 to
read 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."
5. Except as set forth herein, the Agreement is hereby ratified
and confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the Company, the California Public Utilities
Commission, and the Trustee have set their Hands and seals to this
Amendment to the Agreement as of March 1, 1996.
SAN DIEGO GAS & ELECTRIC COMPANY
By:___________________________________
Title:________________________________
Attest:_______________________________
Title:________________________________
CALIFORNIA PUBLIC UTILITIES COMMISSION
By:___________________________________
Title:________________________________
Attest:_______________________________
Title:________________________________
Accepted:
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
Title:________________________________
Attest:_______________________________
Title:________________________________
Exhibit C1
STATE STREET BANK AND TRUST COMPANY
MASTER TRUST SERVICES FEE SCHEDULE FOR
SAN DIEGO GAS & ELECTRIC NDT
FIXED INCOME PORTFOLIO
I. TRUST/CUSTODY CHARGES
The following charges will be assessed on the month-end net
:asset value in U.S. dollars:
.50 of one (1) basis point per annum to act as Custodial
Trustee
II. PORTFOLIO ADMINISTRATION (ACCOUNTING, RECORDKEEPING &
REPORTING)
$6,000 per portfolio per annum
III. PORTFOLIO ACTIVITY
$15.00 per depository trade (DTC, FED, PTC)
$35.00 per physical trade
EQUITY PORTFOLIO
I. TRUST/CUSTODY CHARGES
The following charges will be assessed on the month-end
domestic security holdings:
$40.00 per holding per annum
II. PORTFOLIO ADMINISTRATION (ACCOUNTING, RECORDKEEPING &
REPORTING)
$ 5,000 per portfolio per annum (SSGA managed)
$15,000 per portfolio per annum (external manager)
III. PORTFOLIO ACTIVITY
$13.00 per depository trade (DTC, FED, PTC)
$15.00 per depository trade (DTC, FED, PTC)
$35.00 per physical trade
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 @ eighteen (18) basis points per annum
II. PORTFOLIO ADMINISTRATION (ACCOUNTING, RECORDKEEPING &
REPORTING)
$50,000 per portfolio per annum
III. PORTFOLIO ACTIVITY
International Sub-Custodian Charges
Group A Group B Group C Group D Group E
Transaction ($) 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 Luxembourg 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
OTHER CHARGES (Only if Applicable)
* Plant (Plan) Accounting
$735.00 per plant (plan) per annum
* Short Term Investment Fund
Annual administrative/management fees are netted out of yield
* Out-of-Pockets
Out-of-Pockets such as wires, courier, and communication
charges are borne by the client
* Stamp Duty and Registration
Expenses paid to a third party for stamp duty and registration
will be billed to the client
* Foreign Exchange
A charge of $75.00 will be assessed for each foreign exchange
executed through a third party
ANALYTICS SERVICES
* Performance Measurement
$2,500 Per Portfolio
* Investment Compliance Monitoring
$750 Per Portfolio
STATE STREET BANK AND TRUST COMPANY
MASTER TRUST SERVICES FEE SCHEDULE FOR
SAN DIEGO GAS & ELECTRIC NDT
DOMESTIC PRO FORMA
TRUST/CUSTODY CHARGES
Fixed Income
SGE2 Brown Brothers 19,900,000 * .50 bp 995.00
SGE3 Brown Brothers 49,769,000 * .50 bp 2,488.00
SGE4 Delaware 88,438,000 * .50 bp 4,422.00
7,905.00
Equity
SGE1 Fidelity 230 Holdings * $40.00 9,200.00
SGE6 State Street Global Advisors 600 Holdings * $40.00 24,000.00
33,200.00
PORTFOLIO ADMINISTRATION
SGE1 Fidelity 15,000.00
SGE2 Brown Brothers 6,000.00
SGE3 Brown Brothers 6,000.00
SGE4 Delaware 6,000.00
SGE6 State Street Global Advisors 5,000.00
38,000.00
PORTFOLIO ACTIVITY
SGE1 Fidelity 660 trades * $15.00 9,900.00
SGE2 Brown Brothers 30 trades * $15.00 450.00
SGE3 Brown Brothers 30 trades * $15.00 450.00
SGE4 Delaware 60 trades * $15.00 900.00
SGE6 State Street Global Advisors 425 trades * $13.00 5,525.00
17,225.00
TOTAL 96,330.00
ANALYTICS
5 Portfolios * (3,250.00) 16,250.00
STATE STREET BANK AND TRUST COMPANY
MASTER TRUST SERVICES FEE SCHEDULE FOR
SAN DIEGO GAS & ELECTRIC NDT
INTERNATIONAL PRO FORMA
TRUST/CUSTODY CHARGES
Equity
SGE7 State Street Global Advisors 25,000,000 * 18 BP 45,000.00
PORTFOLIO ADMINISTRATION
SGE7 State Street Global Advisors 50,000.00
PORTFOLIO ACTIVITY
SGE7 State Street Global Advisors 100 trades * $35.00 3,500.00
25,000,000* 3 BP 7,500.00
TOTAL 106,000.00
ANALYTICS
1 Portfolios * (3,250.00) 3,250.00