Exhibit 11.2

CHARTER GOVERNING SENIOR MANAGER

I.    Purpose

This Charter seeks to establish the regime governing Senior Executives, with particular reference to the principles that must govern their conduct and the
limitations and incompatibilities implied by such status.

The
contracts formalizing the respective relationships between the Company and Senior Executives must refer to the Charter Governing Senior Management, the wording of which, from time to
time in force, will apply directly to them.

The
rules contained in the Charter will supplement, and apply in default of, the statutory provisions in force and any provisions of the Corporate Bylaws and Regulations applying to
Senior Executives.

II.    Scope of application

Article 1o. Parties to whom the Charter applies

This Charter will apply to Senior Executives who are contractually bound to ENDESA or to its controlled subsidiaries in which it is the majority stockholder, both
in Spain and internationally.

Persons
who, due to their professional competence, enjoy the special trust of the Company for the discharge of Senior Management duties are deemed to be Senior Executives. Their
relationship with the Company will be formalized under a special labor contract as governed by Royal Decree no. 1382/1985 of August 8.

Senior
Management is constituted by the Executive Management Committee, the Management Committee, and the Management Council of ENDESA.

The
Board of Directors may appoint and remove Senior Executives, at the proposal of the Chief Executive Officer and subject to the mandatory report from the Appointments and Compensation
Committee.

This
Charter will also apply to the Chief Executive Officer in such terms as may be established in the related document formalizing his professional relationship with the Company.

III.  General Guidelines and Principles Governing Conduct

Article 2o. Guidelines from the Board of Directors

Senior Executives must, in the discharge of their duties, follow the Guidelines issued by the Board of Directors as well as those issued by the Chairman and the
Chief Executive Officer within the scope of their respective duties and responsibilities .

Article 3o. Principles governing conduct

Apart from observing the above Guidelines, Senior Executives will ensure that their conduct is in keeping with the following principles: Ethical Conduct,
Professionalism, Dedication and Confidentiality.

Article 4o. Ethical Conduct

This means that Senior Executives must act with independence, moral integrity and respect for people in the course of their daily work.

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Ethical
Conduct demands the following:



Article 5o. Professionalism

Senior Executives must distinguish themselves by their high level of professionalism and knowledge, which allows them to increase ENDESA's value in the discharge
of their office.

Professionalism
means that Senior Executives are subject to the following rules of conduct:



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Article 6o. Dedication

This means that Senior Executives are subject to the following rules of conduct:



Article 7o. Confidentiality

It is understood that ENDESA Senior Executives engage in their professional work at ENDESA internally and in their dealings with others subject to the strict
duty of ongoing confidentiality with respect to information the publicizing of which could affect the Company's interests.

This
principle, which remains in force even after a Senior Executive ceases to be such, takes the form of compliance with the following duties:



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Article 8o. Securities Market

Senior Executives must abide by the provisions of the Regulations on Conduct in Securities Markets and of the Regulations of the Board of Directors of ENDESA
S.A. where specifically referring to their conduct in the securities market.

IV.    Limitations and Incompatibilities

Article 9o . General limitations and incompatibilities

Senior Executives will be subject to the following limitations both at the time of their appointment and in the discharge of their duties:



While
discharging their duties and for two years after ceasing to do so, Senior Executives will be subject to the following limitations:



Article 10: Incompatibility of the Manager of Auditing, the Secretary of the Board of Directors and the Manager of Legal Advisory Services.

These officers cannot be members of any Board of Directors of an Investee, although the latter two may be designated Nondirector Secretaries.

V. Compensation

Article 11o. Compensation

Senior Executives will have such compensation and rights as are stipulated for them in the contracts establishing their professional relationship with ENDESA on
the terms and conditions approved by the
Appointments and Compensation Committee, by virtue of a delegation of authority from the Board of Directors of ENDESA, S.A.

VI.   Final provisions

One:Entry into force. This Charter will apply to Senior Executives who are contractually bound to ENDESA after approval by
the Board of Directors of ENDESA, S.A., and must be notified personally to all the Senior Executives.

Two:Acknowledgment. The Senior Executives of ENDESA must send the Appointments and Compensation Committee a signed copy of
the Charter stating their agreement and acknowledgment hereof.

Three:Powers of the Chief Executive Officer over Senior Executives. The Chief Executive Officer is responsible for
performing the general functions relating to the application of this Charter to the

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Senior
Executives and, specifically for overseeing compliance by them of the guidelines, principles governing conduct, limitations and incompatibilities indicated herein.

Four:Interpretation. Any doubts that may arise from the interpretation and application of the wording of this Charter will
be resolved by the Appointments and Compensation Committee.

Sole Additional Provision

The powers of the Chief Executive Officer indicated in Final Provision Three, with respect to the Senior Executives, will be exercised, in the case of the Senior
Vice President of Auditing and the Secretary of the Board of Directors, by the Chairman of the Board of Directors. In the exercise of such powers, the Chairman will act by virtue of a delegation of
authority from the Board of Directors.

The
Chairman of the Board of Directors and the Chief Executive Officer will, within the scope of their respective duties, exercise the powers indicated in Final Provision Three in the
case of the Senior Vice President of Communications.

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