AMENDMENT NO. 11 TO THE SAN DIEGO GAS & ELECTRIC COMPANY NUCLEAR FACILITIES NON-QUALIFIED CPUC DECOMMISSIONING MASTER TRUST AGREEMENT FOR SAN ONOFRE NUCLEAR GENERATING STATIONS

Exhibit 10.90

AMENDMENT NO. 11

TO THE

SAN DIEGO GAS & ELECTRIC COMPANY

NUCLEAR FACILITIES NON-QUALIFIED CPUC DECOMMISSIONING

MASTER TRUST AGREEMENT

FOR

SAN XXXXXX NUCLEAR GENERATING STATIONS

This Amendment No. 11 made this 1st day of January, 2015, by and between the San Diego Gas & Electric Company (the “Company”) and The Bank of New York Mellon (“Trustee”).

WHEREAS, pursuant to Section 2.10 of the Nuclear Facilities Non-Qualified Decommissioning Master Trust for San Xxxxxx Nuclear Generating Stations dated as of June 29, 1992, as amended (“Agreement”) between the Company and the Trustee, the parties specifically reserved the right to amend the Agreement;

NOW, THEREFORE, the Company and the Trustee agree as follows:

1.

The Fee Schedule attached as Exhibit C to the Agreement is hereby replaced with the revised Fee Schedule attached as Appendix A hereto.

2.

Section 4.09 of Article IV is hereby added as follows:

“Additional Services. The Trustee shall make available a Nuclear Decommissioning Trust expert to present to the San Diego Gas & Electric Nuclear Decommissioning Trust Fund Committee up to twice a year.

The Trustee shall also retain Relationship Executives, Service Directors and Global Risk Solutions (“GRS”) Consultants with no less than ten years of relevant industry experience. If a Relationship Executive, Service Director or GRS Consultant with less experience is being considered, assignment to the relationship will be subject to interview and final approval by the Company.”     

3.

Section 4.10 of Article IV is hereby added as follows:

“Performance. The Trustee will prepare (i) an overview of the services to be provided under this Agreement designed to establish mutually agreeable service guidelines (the “Service Level Description”); and (ii) a custom scorecard to measure the Trustee’s monthly performance (the “Scorecard”) in substantially the form attached as Exhibit F to the Service Level Description, and as may be amended from time to time by agreement of Trustee and the Company.  In the event that the Trustee materially fails to satisfy the services commitment and standards set forth by the Scorecard, Trustee shall rebate or credit, as the case may be, up to (and not to exceed) $50,000 per year in fees due to Trustee in accordance with the Scorecard.  The Trustee shall also conduct a best practices review as set forth in the guidelines attached as Exhibit G to the Service Level Description, and as may be amended from time to time by agreement of Trustee and the Company.”

4.

Each party hereby represents and warrants to the others that it has full authority to enter into this Amendment No. 11 upon the terms and conditions hereof and that the individual executing this Amendment No. 11 on its behalf has the requisite authority to bind that party.

IN WITNESS WHEREOF, the Company, the Trustee, and the California Public Utilities Commission have set their hands and seals in agreement to these amendments effective as provided above.

SAN DIEGO GAS & ELECTRIC COMPANY

By:

________________________________________

Date:

________________________________________

Attest:

________________________________________

THE BANK OF NEW YORK MELLON

By:

________________________________________

Date:

________________________________________

Attest:

________________________________________

CALIFORNIA PUBLIC UTILITIES COMMISSION

By:

________________________________________

Date:

________________________________________

Attest:

________________________________________

Appendix A

Fee Schedule