Exhibit 4.5

ASSET PURCHASE AND SALE AGREEMENT

Madrid,
March 27, 2003

With
the intervention of Notary Public Mr. Manuel Rodríguez Marin, a member of the Notary Association of Madrid, whose practice and public authority are in the commercial
district of Alcobendas.

BY
AND BETWEEN

PARTY
OF THE FIRST PART,

ENDESA
DISTRIBUCIÓN ELÉCTRICA, S.L., a company established in Spain, with registered address in Madrid, calle Príncipe de Vergara 187, with C.I.F. number
B-82846817, herein represented by Mr. José Luis Marín López-Otero.

Hereinafter,
ENDESA DISTRIBUCIÓN ELÉCTRICA, S.L. shall be called without distinction, the "Seller" or "Endesa Distribución."

AND
PARTY OF THE SECOND PART,

RED
ELÉCTRICA DE ESPAÑA, S.A., a company with registered address in Alcobendas, Madrid, Paseo del Conde de los Gaitanes 177, and C.I.F. A-78003662, herein
represented by Mr. Victoriano Casajús Díaz.

Hereinafter,
RED ELÉCTRICA DE ESPAÑA, S.A. shall be called without distinction, the "Buyer" or "Red Eléctrica."

The
Seller and Buyer shall be jointly called the "Parties," and each one a "Party."

The
Parties, as they appear herein, mutually recognize each other's capacity to commit under the terms of the present agreement (hereinafter, the "Agreement"), and

WHEREAS:



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STIPULATIONS

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If
the acquisition is made by taking an interestmajority or otherwisein a joint venture, the adjustment shall be made for the proportional part which Red
Eléctrica's interest represents in the object of the Comparable Transaction.

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Buyer
declares and warrants to Seller, that:



4.INDEMNIFICATION

The
prescription periods established above shall be interrupted and resumed pursuant to the provisions of Article 1973 and concordant of the Civil Code.

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5.    CONFIDENTIALITY

Both Parties agree to maintain confidentiality and refrain from disclosing to third parties the transaction regulated by this Agreement and its existence and
content, except when necessary to comply with applicable legal requirements, and specifically the rules and regulations of any Stock Exchange on which the securities of either Party or of any of the
companies in the groups to which either Party belongs are listed, to which end the parties shall reach agreement on the content of any public statement.

In
any event, the continued validity of the Confidentiality Agreement signed by the Buyer and Endesa, S.A. on October 15 and 18, 2002 is ratified in accordance with its terms,
insofar as they are not inconsistent with the provisions of this Stipulation.

The
Parties understand that the solemnization of this Agreement is a relevant act for the securities markets, and accordingly agree to jointly report it to the National Securities Market
Commission.

6    RIGHT OF FIRST REFUSAL

Red Eléctrica grants Endesa Distribución a right of first refusal to acquire the Assets for a term of ten (10) years from the
date on which this Agreement is signed, in the event Red Eléctrica wishes to convey them subsequent to said date in whole or in part, one or more times, under any title, to another
company. Said right of first refusal shall be governed by the following rules:



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The
right of first refusal shall not be applicable to block conveyances or conveyances by universal succession to the Buyer's capital.

7.    MISCELLANEOUS STIPULATIONS





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8.    COMPLETE AGREEMENT



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9.    COUNTERPARTS



10.    NON-EXISTENCE OF WAIVER



11.    APPLICABLE LAW AND DISPUTE RESOLUTION



|Mr. José Luis Marín López-Otero                                           | 
|------------------------------------------------------------------------- | 
|Signed in the name and in representation of RED ELÉCTRICA DE ESPAÑA, S.A.
|Mr. Victoriano Casajús Díaz                                               | 
|With my intercession                                                      | 
|Mr. Manuel Rodríguez Marín                                                | 

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EXHIBIT I    (Physical facilities to which the Agreement applies)

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EXHIBIT I

A complete and detailed listing of each and all the Assets to be traded between Red Eléctrica and Endesa Distribución pursuant to
the Agreement signed on November 4, 2002 is included in this Exhibit, which is an integral part of said Agreement.

To
ensure the perfect identification of the Assets, the Parties agree on the following general considerations:

Substations

The boundary between transmission and generation is defined as the outlet terminals of the switch that protects the step-up transformer. This means
that the position of the transformer associated with the step-up generating transformer is part of the generating assets and is not a part of the Assets to be conveyed.

For
substations containing transmission and distribution equipment, the right of access and rights of way required for proper operation on Red Eléctrica's part are
included as part of the Assets. Regarding
the shared auxiliary services in relation to the substations that have both Transmission and Distribution equipment, the parties agree to a shared use thereof for a period of three (3) years
from the Closing date, the time from which Red Eléctrica undertakes to have developed its infrastructure, and the current infrastructure shall remain the exclusive property of Endesa
Distribución, for its exclusive use.

The
boundary between transmission and distribution shall be defined, and accordingly, shall be a criterion for assignment of the Assets, as the high side of the transformers with a
primary having a tension equal to or higher than 220 kV and a secondary having a tension lower than 220 kV. In any event, Endesa Distribución conserves ownership of the section switch
attached to the distribution transformer's primary, as well as the autovalve that protects it. By the same token, the boundary measuring equipment, including the associated instrument transformers for
both tension and intensity, are not part of the Assets to be conveyed.

In
this case of substations with transmission and distribution equipment, Endesa Distribución has given Red Eléctrica a list of the one-wire
plans, on which the Assets to be conveyed are duly reflected.

Control Offices and Telecontrol Systems

The Control Offices are not part of the Assets, and accordingly, are not subject to divestiture.

Neither
are the remotes and communication systems part of the Assets, and accordingly, they are not subject to divestiture. The Remotes and Communications Network comprise a package
together with the control offices.

Nevertheless,
the Seller shall warrantee the communication media needed to perform the telecommand functions, local operation, and maintenance of the acquired Assets to the Buyer as long
as the facilities remain in operation.

Communication Towers

The communication towers located at the substations are not part of the Assets, and accordingly, are not subject to divestiture.

Regarding
the communication towers, Endesa Distribución reserves the right of access to the substations that have been fully divested.

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Physical facilities shared with third parties

Endesa Distribución declares the existence of rights of first refusal for the physical facilities of which it is not the full owner pursuant to the
list included in this Exhibit. To that end, each of said facilities is valued as follows: The potential exercise of this right of first refusal shall produce the corresponding reduction of the
Purchase Price by virtue of the reduction of the Agreement's purpose.

|                                   |  |                            |  | (thousands of Euros)
|---------------------------------- |  | -------------------------- |  | --------------------
|
|Vandellós Substation               |  | Iberdrola                  |  | 3,540               
|                                  
|Almaraz Substation                 |  | Iberdrola and Fenosa       |  | 3,863               
|                                  
|Ascó Substation                    |  | Iberdrola                  |  | 10,502              
|                                  
|                                  
|                                  
|Soto Rivera-San Esteban Line       |  | Viesgo, Fenosa, Cantábrico |  | 97                  
|                                  
|San Esteban-Trasona Line           |  | Viesgo, Fenosa, Cantábrico |  | 407                 
|                                  
|Vandellós                          |  | Ibedrola                   |  | 53                  
|                                  
|Sep. Ascó Vandellós-Vandellós Line |  | Ibedrola                   |  | 2,864               
|                                  
|Ribarroja-Sep. Ascó Line           |  | Ibedrola                   |  | 765                 

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EXHIBIT II    (DGPEM's authorization)

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EXHIBIT III

(Operating
and maintenance services to be performed on the Transmission Assets
contemplated by the Agreement)

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EXHIBIT III

Endesa Distribución undertakes to perform the maintenance and operation contemplated in this Exhibit with maximum respect for the environmental
protection regulations.

Endesa
Distribución shall be liable to Red Eléctrica for any damage done to the latter's capital by Endesa Distribución's negligent
fulfillment of its obligations pursuant hereto.

The
operating and maintenance services to be performed on the Transmission assets to be conveyed shall be performed at the physical facilities listed in Exhibit I.

Endesa
Distribución shall perform the aforementioned services with the diligence of an orderly entrepreneur, in its capacity as contractor for the Assets' Buyer. It shall
give the Buyer an annual plan to orient the maintenance of said Assets, identifying the physical facilities, the objects or equipment, and the scope of the tasks to be carried out, and shall follow
the latter's instructions within the limits hereof.

The
services shall be performed by Endesa Distribución with its own personnel, through contractors, or with a combination of both modes, at Endesa
Distribución's discretion. By the same token, the choice of all the equipment and materials required to carry out the actions indicated above, as well as the determination of the
technical conditions for Endesa Distribución's retention of said services and the choice of the subcontractor, shall likewise be at Endesa Distribución's discretion. Said
actions shall be carried out under the Buyer's supervision, and the Buyer shall enforce compliance with the instructions issued and for purposes of optimization of the services, equipment, and
materials used in accordance with this Exhibit.

All
the activities shall be consistent with current legislation at all times.

1.    Operation

Operation is understood as all actions taken on the Transmission elements to be conveyed, intended to voluntarily modify their electrical configuration, such as
closing and opening the switches and section switches. Supervision of the parameters and magnitudes detected by the control and measurement devices for the physical facilities being operated is
included in this concept.

Operation
shall be performed by Endesa Distribución from its control offices, through telecommand, and alternative means shall be provided for local operation in the event
telecommand should fail or for other reasons.

Operation
shall be performed in accordance with the current rules and procedures approved by the Administration, and applying the following ENDESA DISTRIBUCIÓN OPERATING
STANDARDS:

GENNM001Definitions

GENNM002Control
/ maneuvers

GENNM003Discharges
in AT and MT

GENNM005Tripping
of telecontrol or communications

GENNM006Tension
work

GENNM007Work
done in vicinity of tension facilities

GENNM008Special
regimen of verification or proof

Any
impact on operation shall be immediately reported to the Buyer through its operations office.

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2.    Maintenance

Maintenance of the Transmission Assets to be conveyed is understood as the entire set of activities which can fall under the following 3 general functions:

Review

Optimize

Repair

Review

This
is the maintenance work done on the physical facilities and their surroundings to verify their condition.

Optimize

This
is the maintenance work done on the physical facilities and their surroundings to improve their operation when it has deteriorated due to aging or the impact of the external
elements, and to introduce technical changes and improvements designed to prevent risks and adapt the facilities to the environment (Exhibit III.1).

It
originates as a consequence of predictive maintenance (review).

Repair

This
is the maintenance work done in response to malfunctions that adversely affect the physical facilities' operation or leave them in inadmissible condition for use (except for certain
exceptions, said breakdowns provoke interruptions of supply to the customers).

The
objective of repairs is to restore the malfunctioning element and leave the facility in admissible condition for use.

Said
maintenance tasks include locating the malfunction, repairing it, and restoring operation.

When
a provisional repair is made to achieve an urgent restoration of operation, and the facility in question is subsequently put back into normal condition, said definitive
normalization shall be deemed to be a part of the repair.

Repairs
which do not engender a cost exceeding 60,000 euros shall fall under this provision. When the cost exceeds that limit, it shall be deemed to be a Repair of a Major Malfunction.

The
technical documentation supporting the work orders shall be drawn up according to the Seller's customary practice and shall be at the Buyer's disposal.

3.    Repair of major malfunctions

Repairs on facilities whose magnitude distinguishes them from normal maintenance and repair work shall be subject to independent invoicing. All repairs posing a
cost exceeding 60,000 euros shall be understood to fall under this provision, with the first 60,000 euros of said cost being borne by Endesa Distribución in all cases.

In
urgent circumstances, the repair shall be made, following communication whenever possible, and it shall subsequently be invoiced. If the need is not immediate, the cost shall be
determined and a prior request for acquiescence shall be sent to the Buyer.

A
detailed report on the work done, the costs incurred, and the condition in which the equipment or facility is ultimately left shall subsequently be submitted.

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4.    Procurement and storage of spare parts

During the period of operation and maintenance by Endesa Distribución, Endesa Distribución shall be responsible for procurement of
the spare parts and components required to perform the services, and it shall likewise be responsible for their storage. Endesa Distribución shall be the owner of said spare parts and
components.

5.    Modifications or improvements in the Transmission facilities

The current network has a process for replacement and improvement of its components, independent of the performance of maintenance as defined above.

Endesa
Distribución shall submit a three-year modification and improvement plan to the Buyer, which shall give rise to an annual report each year in which the
expansions, modifications, or improvements in the Transmission facilities to be conveyed shall be explained and the cost of said proposal specified, for the Buyer's approval. The Buyer shall be
responsible for the necessary investments, which shall be justified by Endesa Distribución through certifications of work completed. The prescribed compensation for the transmission
grid applicable to the facilities built shall be received by the Buyer as prescribed in the current legislation.

The
Buyer shall examine the plan and incorporate the actions it considers appropriate.

6.    Malfunctions caused by third parties

Malfunctions caused by third parties shall be repaired by Endesa Distribución, to restore supply.

Endesa
Distribución shall give the Buyer a report explaining the cost of the repair. The Buyer shall be responsible for said cost, making the payment through the customary
form of settlements between the Parties.

The
Buyer shall collect said cost from the person who provoked the malfunction, using the information and documentation furnished by Endesa Distribución.

7.    Modifications in the grid at third parties' request

The Assets contemplated in this Agreement may be modified at the request of third parties, in terms of their route or the components of the substations.

Endesa
Distribución shall continue to manage previously submitted requests at Red Eléctrica's expense and without cost to its structure.

Endesa
Distribución shall receive the value of the costs incurred in the drafting and submission of an estimate to the Buyer for its approval and subsequent presentation
to the petitioner.

If
the petitioner accepts the estimate so presented, Endesa Distribución shall perform the work necessary to execute the modification. It shall charge 25% of the execution
budget for its management and monitoring of the work.

The
applicable compensation shall be received by the Buyer as contemplated in the current legislation.

New
requests for modification shall be managed by the Buyer, which shall contract with Endesa Distribución for their performance, in accordance with the foregoing
criteria.

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EXHIBIT III.I

(Scope
of maintenance)

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4.MAINTENANCE OF OVERHEAD TRANSMISSION LINES.

1.1.Object to be maintained

Structure
of the components to be maintained:

Line

or
Support towers and openings

1.2.Reviews

Inspection

Inspection of a Transmission line consists of a trip along the line's route with access to the base of every support tower but without climbing them, for the
purpose of detecting easily apparent anomalies which, as a result of modifications of the surroundings or actions by third parties contrary to the regulations, could provoke malfunctions having grave
consequences that could not be prevented in the time span between two scheduled inspections.

Annual
inspections shall be scheduled, during which 2/3 of the Transmission lines must be inspected.

This
type of review may be performed in an unplanned or unscheduled way after an action by the protective mechanisms, which provokes a loss of market or two triggerings in the same line
within a week. In that event, the review substitutes for the scheduled annual inspection.

Scheduled reconnaissance

Reconnaissance of a Transmission line consists of an inspection to which are added the regulatory aspects needed to comply with the official reconnaissance
bulletins demanded by the Autonomous Community to which the facility belongs.

Reconnaissance
shall be performed on 1/3 of the Transmission lines each year.

Measurement of the support towers' ground connections

This consists of measuring the resistance of the support tower's grounding electrode to make sure its value in ohms is in compliance with the regulatory
requirements and can ensure the proper operation of the protective equipment and defect locators.

This
shall be applied to 1/6 of the Transmission line support towers each year.

Thermographic review

This review of a Transmission line, to be performed periodically, consists of making the thermographic inspection from a helicopter or by any other means, along
the length of the route while the facilities are in operation and under charge.

Said
review shall be performed on 1/6 of the Transmission grid's length each year.

Exhaustive review by support tower

This consists of reviewing a sample of the support towers with all their components, previously inspected in the annual scheduled reconnaissance, to detect any
anomalies not identified in other reviews. It is performed by climbing the support tower.

An
exhaustive inspection shall be scheduled so as to review 10% of the listed support towers subject to the annual reconnaissance.

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1.3.Optimizations

Insulator chains

Cleaning of the insulation in a Transmission line shall be done from a helicopter or from the ground by gaining access to the support towers, with the facility in
operation or without charge.

The
number of chains to be cleaned shall be determined on the basis of pollution, weather conditions, experience, tripping of lines, etc., and the current insulation shall be replaced by
composite insulation on lines found to pose conflict in the zone (organic pollution, constant industrial pollution, saline pollution, etc.).

Broken
insulation elements shall be replaced when more than 20% of the elements in a chain are found to be broken.

Cutting and pruning of trees

Cutting and pruning of trees along a Transmission line consists of removing the vegetation close to the lines, to prevent unforeseen interruptions and prevent
fire in forested areas, as well as to fulfill the provisions of the overhead high-tension line Regulations and the provisions adopted by the proper Authorities.

A
three-year tree cutting and pruning program shall be drawn up and submitted to the Administration, in those Communities which so require.

Repainting of support towers

The line support towers shall be painted when their condition so requires, which shall be determined on the basis of the European corrosion scale; when possible
the time spans between repaintings should not exceed:



Correction of defects

Defects found in the reviews shall be corrected depending on how critical they are.

2.MAINTENANCE OF SUBSTATIONS

2.1.Object to be Maintained

All
the components of the substation transmission positions and power transformers (with primary and secondary tensions equal to or higher than 220 kV).

2.2.Reviews

Routine
inspections

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The
set of systematic visual inspections and collection of data on the operating parameters, performed while the facilities are in operation.

This
inspection consists of reviewing the necessary points of the equipment, and shall be performed once each year on 100% of the equipment and physical facilities.

This
type of inspection can be performed together with scheduled reconnaissance.

In
addition, when required, inspection and testing shall be performed on pressure equipment.

Scheduled reconnaissance

This is an inspection of the regulatory aspects of the physical facility, to comply with the official reconnaissance bulletins in the Autonomous Communities which
so require.

1/3
of the facilities shall be reconnoitered each year.

The
operations to be performed in the scheduled reconnaissance shall be made to coincide with the application of the annual inspection.

Predictive reviews

These consist of the verification of equipment's condition by comparing periodically collected data and parameters.

Thermographic review

This consists of measuring temperature with the facility in operation and under charge, so as to detect points which heat up more than is normal.

This
inspection shall be performed in 1/3 of the equipment each year.

Review of high-tension equipment.

1.    Analysis of dynamic and static resistance, synchronisms, operating times, displacement graphs, SF6 state, consumption of the command coils, and
rigidity of oil in Transmission switches.

1/6
of the oil Transmission switches, 1/6 of the SF6 equipment, and 1/12 of the armored facilities shall be reviewed. This procedure shall always be
performed when the equipment is without charge.

The
review of the high-tension equipment (section switches, ground connection section switches, measurement transformers, lightning rods, block coils, etc.) and the
functional tests associated with said equipment shall coincide with the review of the switches.

Review of the protection systems

The adjustments of the analog and digital protection systems shall be performed every three years.

Review of the power equipment (transformers and reactances)

A general inspection of the machines and their accessories shall be performed every three (3) years, taking measurements and electrical insulation and
performing functional tests on the protection equipment.

Analysis of oils

PhysicalChemical: To be applied to the Transmission power transformers every 3 years.

Chromatographic:
To be applied to the Transmission power transformers every 3 years.

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Analysis of hydrogen content in the oil

To be applied to the Transmission measurement transformers for which the technology of construction and known experience pose a risk of damage.

1 year
for high-risk Transmission measurement transformers.

3 years
for Transmission measurement transformers subject to conflict.

To
apply this technique it is necessary to extract a sample of oil, which can be done when the equipment is without load or coinciding with the review of the equipment.

Partial trippings

To be applied to the Transmission measurement transformers for which the technology of construction and known experience pose a risk of damage.

1 year
for high-risk Transmission measurement transformers.

3 years
for Transmission measurement transformers subject to conflict.

This
technique is always performed when the equipment is without charge.

Measurements of capacity and Tg

To be applied to the power transformers every 3 years.

Detailed review

The detailed review shall only be performed on request, as a consequence of the analysis of the predictive review's results and the operating condition of the
equipment and systems.

2.3.Optimizations

Correction of defects

The defects found in the reviews shall be deemed to be optimizations and shall be corrected based on how critical they are.

Repainting of structures

The structures shall be painted depending on their condition, which shall be determined on the basis of the European corrosion scale.

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EXHIBIT III.II

(Technical
advising and assistance during the one-year additional period)

Endesa
Distribución shall provide technical assistance and advising services to Red Eléctrica for an additional period of one (1) year, upon the
terms of, and in conformity with, the provisions of this Exhibit III.II

Said
services include:



These
technical assistance and advising services may be performed by Endesa Distribución with its own resources or those of third parties, and Red Eléctrica
shall bear the cost of said third-party actions.

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EXHIBIT IV

(Draft
of the Amendment to the Agreement for assignment of use and rights of way, 
of June 4, 1997, between Grupo Endesa and Netco)

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EXHIBIT V

(Assets
under way with right of compensation contemplated in this Agreement and scheduled to
enter into operation in the 2003 fiscal year or subsequent thereto)

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EXHIBIT VI

(Assets
under way, to be conveyed, which constitute repairs and improvements but are not
associated with a right to compensation)

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EXHIBIT VII

(Certificate
of delivery, January 27, 2003)

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