EXHIBIT 10.1 
SEMPRA ENERGY 
SEVERANCE PAY AGREEMENT 
 
THIS AGREEMENT (this "Agreement"), dated as of December 1, 1998 (the 
"Effective Date") is made by and between SEMPRA ENERGY, a California 
corporation, and __________________ (the "Executive"). 
WHEREAS, the Executive is currently employed by Sempra Energy or a 
subsidiary of Sempra Energy (Sempra Energy and its subsidiaries are 
hereinafter collectively referred to as the "Company") as ______ 
(Title); and 
WHEREAS, the Board of Directors of Sempra Energy (the "Board") has 
determined that it is in the best interests of the Company to 
institute formalized severance arrangements for certain of the 
executives of the Company, including the Executive. 
NOW, THEREFORE, in consideration of the premises and mutual covenants 
herein contained, the Company and the Executive hereby agree as 
follows: 
Section 1. Definitions.  For purposes of this Agreement, the 
following capitalized terms have the meanings set forth below: 
"Affiliate" has the meaning ascribed to such term in Rule 12b-2 
promulgated under the Exchange Act. 
"Beneficial Owner" has the meaning set forth in Rule 13d-3 under the 
Exchange Act. 
"Cause" means (i) the willful and continued failure by the Executive 
to substantially perform the Executive's duties with the Company 
(other than any such failure resulting from the Executive's 
incapacity due to physical or mental illness or any such actual or 
anticipated failure after the issuance of a Notice of Termination for 
Good Reason by the Executive pursuant to Section 2 hereof), or (ii) 
the Executive's commission of one or more acts of moral turpitude 
that constitute a violation of applicable law (including but not 
limited to a felony) which have or result in an adverse effect on the 
Company, monetarily or otherwise, or one or more significant acts of 
dishonesty.  For purposes of clause (i) of this definition, no act, 
or failure to act, on the Executive's part shall be deemed "willful" 
unless done, or omitted to be done, by the Executive not in good 
faith and without reasonable belief that the Executive's act, or 
failure to act, was in the best interests of the Company.  
Notwithstanding the foregoing, the Executive shall not be deemed 
terminated for Cause pursuant to clause (i) of this definition unless 
and until the Executive shall have been provided with reasonable 
notice of and, if possible, a reasonable opportunity to cure the 
facts and circumstances claimed to provide a basis for termination of 
the Executive's employment for Cause. 
A "Change in Control" of Sempra Energy shall be deemed to have 
occurred when: 
(a) Any Person is or becomes the Beneficial Owner, directly or 
indirectly, of securities of Sempra Energy representing twenty 
percent (20%) or more of the combined voting power of Sempra Energy's 
then outstanding securities; or  
 
(b) The following individuals cease for any reason to constitute a 
majority of the number of directors then serving: individuals who, on 
the Effective Date, constitute the Board and any new director (other 
than a director whose initial assumption of office is in connection 
with an actual or threatened election contest, including, but not 
limited to, a consent solicitation, relating to the election of 
directors of Sempra Energy) whose appointment or election by the 
Board or nomination for election by Sempra Energy's shareholders was 
approved or recommended by a vote of at least two-thirds (2/3) of the 
directors then still in office who either were directors on the date 
hereof or whose appointment, election or nomination for election was 
previously so approved or recommended; or  
 
(c) There is consummated a merger or consolidation of Sempra Energy 
or any direct or indirect subsidiary of Sempra Energy with any other 
corporation, other than (A) a merger or consolidation which would 
result in the voting securities of Sempra Energy outstanding 
immediately prior to such merger or consolidation continuing to 
represent (either by remaining outstanding or by being converted into 
voting securities of the surviving entity or any parent thereof), in 
combination with the ownership of any trustee or other fiduciary 
holding securities under an employee benefit plan of Sempra Energy or 
any subsidiary of Sempra Energy, at least sixty percent (60%) of the 
combined voting power of the securities of Sempra Energy or such 
surviving entity or any parent thereof outstanding immediately after 
such merger or consolidation, or (B) a merger or consolidation 
effected to implement a recapitalization of Sempra Energy (or similar 
transaction) in which no Person is or becomes the Beneficial Owner, 
directly or indirectly, of securities of Sempra Energy (not including 
in the securities beneficially owned by such Person any securities 
acquired directly from Sempra Energy or its affiliates other than in 
connection with the acquisition by Sempra Energy or its affiliates of 
a business) representing twenty percent (20%) or more of the combined 
voting power of Sempra Energy's then outstanding securities; or 
 
(d) The shareholders of Sempra Energy approve a plan of complete 
liquidation or dissolution of Sempra Energy or there is consummated 
an agreement for the sale or disposition by Sempra Energy of all or 
substantially all of Sempra Energy's assets, other than a sale or 
disposition by Sempra Energy of all or substantially all of Sempra 
Energy's assets to an entity, at least sixty percent (60%) of the 
combined voting power of the voting securities of which are owned by 
shareholders of Sempra Energy in substantially the same proportions 
as their ownership of Sempra Energy immediately prior to such sale. 
"Change in Control Date" means the date on which a Change in Control 
occurs. 
"Code" means the Internal Revenue Code of 1986, as amended. 
"Date of Termination" has the meaning assigned thereto in Section 2 
hereof. 
"Disability" has the meaning set forth in the SERP (as defined 
below), as in effect from time to time; provided, however, that in no 
event shall the Executive be deemed to have incurred a Disability 
hereunder if there exists a reasonable expectation that the Executive 
will return to work on a full-time basis within ninety (90) days of 
the events giving rise to the Disability. 
"Exchange Act" means the Securities Exchange Act of 1934, as amended, 
and the applicable rulings and regulations thereunder. 
"Good Reason" means: 
(a) Prior to a Change in Control, the occurrence of any of the 
following without the prior written consent of the Executive, unless 
such act or failure to act is corrected prior to the Date of 
Termination specified in the Notice of Termination (as discussed in 
Section 2 below): 
(I) the assignment to the Executive of any duties materially 
inconsistent with the range of duties and responsibilities 
appropriate to a senior executive within the Company (such range 
determined by reference to past, current and reasonable practices 
within the Company); 
(ii) a material reduction in the Executive's overall standing and 
responsibilities within the Company, but not including (A) a mere 
change in title, or (B) a transfer within Company, which, in the case 
of both (A) and (B), does not adversely affect the Executive's 
overall status within the Company; 
(iii) a material reduction by the Company in the Executive's 
aggregate annualized compensation and benefits opportunities, except 
for across-the-board reductions (or modifications of benefit plans) 
similarly affecting all similarly situated executives (both of the 
Company and of any Person then in control of the Company) of 
comparable rank with the Executive; 
(iv) the failure by the Company to pay to the Executive any portion 
of the Executive's current compensation and benefits or any portion 
of an installment of deferred compensation under any deferred 
compensation program of the Company within thirty (30) days of the 
date such compensation is due; 
 (v) any purported termination of the Executive's employment that is 
not effected pursuant to a Notice of Termination satisfying the 
requirements of Section 2 hereof; for purposes of this Agreement, no 
such purported termination shall be effective; 
(vi) the failure by the Company to obtain a satisfactory agreement 
from any successor of the Company requiring such successor to assume 
and agree to perform the Company's obligations under this Agreement, 
as contemplated in Section 8(a) hereof; or 
(vii) the failure by the Company to comply with any material 
provision of this Agreement. 
(b) From and after a Change in Control, the occurrence of any of 
the following without the prior written consent of the Executive, 
unless such act or failure to act is corrected prior to the Date of 
Termination specified in the Notice of Termination (as discussed in 
Section 2 below): 
(I) an adverse change in the Executive's title, authority, duties, 
responsibilities or reporting lines as in effect immediately prior to 
the Change in Control; 
(ii) a reduction of ten percent (10%) or more by the Company in the 
Executive's aggregate annualized compensation and benefits 
opportunities, except for across-the-board reductions (or 
modifications of benefit plans) of less than ten percent (10%) 
similarly affecting all similarly situated executives (both of the 
Company and of any Person then in control of the Company) of 
comparable rank with the Executive; 
(iii) the relocation of the Executive's principal place of employment 
immediately prior to the Change in Control Date (the "Principal 
Location") to a location which is both further away from Executive's 
residence and more than thirty (30) miles from such Principal 
Location, or the Company's requiring the Executive to be based 
anywhere other than such Principal Location (or permitted relocation 
thereof), or a substantial increase in the Executive's business 
travel obligations outside of the Southern California area as of the 
Effective Date other than any such increase that (A) arises in 
connection with extraordinary business activities of the Company and 
(B) is understood not to be part of the Executive's regular duties 
with the Company;  
(iv) the failure by the Company to pay to the Executive any portion 
of the Executive's current compensation and benefits or any portion 
of an installment of deferred compensation under any deferred 
compensation program of the Company within thirty (30) days of the 
date such compensation is due; 
(v) any purported termination of the Executive's employment that is 
not effected pursuant to a Notice of Termination satisfying the 
requirements of Section 2 hereof; for purposes of this Agreement, no 
such purported termination shall be effective; 
(vi) the failure by the Company to obtain a satisfactory agreement 
from any successor of the Company requiring such successor to assume 
and agree to perform the Company's obligations under this Agreement, 
as contemplated in Section 8(a) hereof; or 
(vii) the failure by the Company to comply with any material 
provision of this Agreement. 
From and after a Change in Control, the Executive's determination 
that an act or failure to act constitutes Good Reason shall be 
presumed to be valid unless such determination is deemed to be 
unreasonable by an arbitrator.  The Executive's right to terminate 
the Executive's employment for Good Reason shall not be affected by 
the Executive's incapacity due to physical or mental illness.  The 
Executive's continued employment shall not constitute consent to, or 
a waiver of rights with respect to, any act or failure to act 
constituting Good Reason hereunder. 
"Involuntary Termination" means (a) a termination of employment by 
the Company other than for Cause, death, or Disability, or (b) the 
Executive's resignation of employment with the Company for Good 
Reason; provided, however, that, except as provided in the last 
paragraph of Section 4, a termination of the Executive's employment 
by reason of his or her retirement prior to a Change in Control shall 
not constitute an Involuntary Termination hereunder. 
"Notice of Termination" has the meaning assigned thereto in Section 2 
hereof. 
"Person" means any person, entity or "group" within the meaning of 
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that 
such term shall not include (i) the Company or any of its Affiliates, 
(ii) a trustee or other fiduciary holding securities under an 
employee benefit plan of the Company or any of its Affiliates, (iii) 
an underwriter temporarily holding securities pursuant to an offering 
of such securities, (iv) a corporation owned, directly or indirectly, 
by the shareholders of Sempra Energy in substantially the same 
proportions as their ownership of stock of Sempra Energy, or (v) a 
person or group as used in Rule 13d-1(b) under the Exchange Act. 
Section 2. Date and Notice of Termination.  Any termination of the 
Executive's employment by the Company or by the Executive shall be 
communicated by a written notice of termination to the other party 
(the "Notice of Termination").  Where applicable, the Notice of 
Termination shall indicate the specific termination provision in this 
Agreement relied upon and shall set forth in reasonable detail the 
facts and circumstances claimed to provide a basis for termination of 
the Executive's employment under the provision so indicated.  The 
date of the Executive's termination of employment with the Company 
(the "Date of Termination") shall be determined as follows:  (i) if 
the Executive's employment is terminated by the Company, either with 
or without Cause, the Date of Termination shall be the date specified 
in the Notice of Termination (which, in the case of a termination by 
the Company other than for Cause, shall not be less than two (2) 
weeks from the date such Notice of Termination is given unless the 
Company elects to pay the Executive, in addition to any other amounts 
payable hereunder, an amount equal to two (2) weeks of the 
Executive's base salary in effect on the Date of Termination), and 
(ii) if the basis for the Executive's Involuntary Termination is his 
or her resignation for Good Reason, the Date of Termination shall be 
determined by the Company, but shall not in any event be less than 
fifteen (15) days nor more than sixty (60) days from the date such 
Notice of Termination is given.  Unless the Board determines 
otherwise, notice by Executive of his or her resignation for Good 
Reason must be made within 180 days of the act or failure to act the 
Executive alleges to constitute Good Reason.  
Section 3. Severance Benefits Prior to Change in Control.  Except as 
provided in Section 4 and Section 12(g) hereof, in the event of the 
Involuntary Termination of the Executive, the Company shall pay the 
Executive, in one lump sum cash payment as soon as practicable 
following such Involuntary Termination, (A) the full amount of any 
earned but unpaid base salary through the Date of Termination at the 
rate in effect on such date, plus (B) an amount (the "Severance 
Payment") equal to the sum of (X) the Executive's annual base salary 
as in effect on the Date of Termination and (Y) his or her average 
annual bonus payment for the two years immediately preceding the Date 
of Termination (or in the event that the Executive has not been 
employed for two years, then his target bonus for the year in which 
the termination occurs).  In addition to the Severance Payment, the 
Executive shall be entitled to the following additional benefits: 
(I) Equity Based Compensation.  The Executive shall retain all 
rights to any equity-based compensation awards to the extent set 
forth in the applicable plan and/or award agreement. 
(ii) Welfare Benefits.  Subject to Section 6 below, for a period of 
______ following the Date of Termination, the Executive and his or 
her dependents shall be provided with health insurance benefits 
substantially similar to those provided to the Executive and his or 
her dependents immediately prior to the Date of Termination; 
provided, however, that such benefits shall be provided on 
substantially the same terms and conditions and at the same cost to 
the Executive as in effect immediately prior to the Date of 
Termination. 
(iii) Outplacement Services.  The Executive shall receive 
outplacement services suitable to his or her position for a period of 
eighteen (18) months following the Date of Termination, or if 
earlier, until the first acceptance of an offer of employment with a 
subsequent employer, in an aggregate amount not to exceed $50,000. 
(iv) Financial Planning Services.  The Executive shall receive 
financial planning services for a period of eighteen (18) months 
following the Date of Termination at a level consistent with the 
benefits provided under the Company's financial planning program for 
the Executive, as in effect immediately prior to the Date of 
Termination. 
Section 4. Severance Benefits in Connection with and After Change in 
Control.  Notwithstanding the provisions of Section 3 above, in the 
event of the Involuntary Termination of the Executive within two 
years following a Change in Control, in lieu of the payments 
described in Section 3 above, the Company shall pay the Executive, in 
one lump sum cash payment as soon as practicable following such 
Involuntary Termination, (A) the full amount of any earned but unpaid 
base salary through the Date of Termination at the rate in effect on 
such date, plus (B) an amount (the "Change in Control Severance 
Payment") equal to ____ the sum of (X) the Executive's annual base 
salary as in effect immediately prior to the Change in Control or the 
Date of Termination, whichever is greater, and (Y) his or her average 
annual bonus payment for the two years immediately preceding the 
Change in Control Date or the Date of Termination, whichever is 
greater (or in the event that the Executive has not been employed for 
two years, then his target bonus for the year in which the Change in 
Control or in which the termination occurs, whichever is greater).  
In addition to the Change in Control Severance Payment, the Executive 
shall be entitled to the following additional benefits: 
(I) Equity-Based Compensation.  Notwithstanding the provisions of 
any applicable equity-compensation plan or award agreement to the 
contrary, all equity-based incentive compensation awards (including, 
without limitation, stock options, stock appreciation rights, 
restricted stock awards, restricted stock units, performance share 
awards, section 162(m) awards, and dividend equivalents) held by the 
Executive under any annual incentive compensation plan or long-term 
incentive compensation plan maintained by the Company shall 
immediately vest and become exercisable or payable, as the case may 
be, as of the Date of Termination, to be exercised or paid, as the 
case may be, in accordance with the terms of the applicable plan and 
award agreement, and any restrictions on any such awards shall 
automatically lapse; provided, however, that any such awards granted 
on or after the Effective Date shall remain outstanding and 
exercisable until the earlier of (A) eighteen (18) months following 
the Date of Termination or (B) the expiration of the original term of 
such award (it being understood that all awards granted prior to the 
Effective Date shall remain outstanding and exercisable for a period 
that is no less than that provided for in the applicable agreement in 
effect as of the date of grant). 
(ii) SERP.  The Executive shall receive a lump sum cash payment 
representing the present value as of the Date of Termination of his 
or her Supplemental Executive Retirement Plan ("SERP") benefits, to 
be calculated as if the Executive had reached age 62 (or his or her 
actual age if older) for service and vesting purposes, and applying 
either the applicable early retirement factors under the Company's 
tax-qualified retirement plan, if the Executive is less than age 62 
but at least 55, or actuarially determined early retirement factors 
if the Executive is less than age 55 and the applicable lump-sum 
factors under the Company's tax-qualified retirement plan. 
(iii) Welfare Benefits.  Subject to Section 6 below, for a period of 
_____ months following the Date of Termination, the Executive and his 
or her dependents shall be provided with life, disability, accident 
and health insurance benefits substantially similar to those provided 
to the Executive and his or her dependents immediately prior to the 
Date of Termination or the Change in Control Date, whichever is more 
favorable to the Executive; provided, however, that such benefits 
shall be provided on substantially the same terms and conditions and 
at the same cost to the Executive as in effect immediately prior to 
the Date of Termination or the Change in Control Date, whichever is 
more favorable to the Executive. 
(iv) Outplacement Services.  The Executive shall receive 
outplacement services suitable to his or her position for a period of 
eighteen (18) months following the Date of Termination, or if 
earlier, until the first acceptance of an offer of employment with a 
subsequent employer, in an aggregate amount not to exceed $50,000. 
(v) Financial Planning Services.  The Executive shall receive 
financial planning services for a period of eighteen (18) months 
following the Date of Termination at a level consistent with the 
benefits provided under the Company's financial planning program for 
the Executive, as in effect immediately prior to the Date of 
Termination or the Change in Control Date, whichever is more 
favorable to the Executive. 
(vi) Deferred Compensation.  Notwithstanding any election heretofore 
or hereafter made by the Executive under any deferred compensation 
plan of the Company, the Executive shall receive a lump sum cash 
payment in an amount equal to any compensation previously deferred by 
the Executive (together with any accrued interest or earnings 
thereon) under any deferred compensation plan of the Company. 
Notwithstanding anything contained herein, if a Change in Control 
occurs and the Executive's employment with the Company is terminated 
by reason of an Involuntary Termination prior to the Change in 
Control Date, and if such termination of employment (i) was at the 
request of a third party who has taken steps reasonably calculated to 
effect the Change in Control or (ii) otherwise arose in connection 
with or in anticipation of the Change in Control, then the Executive 
shall, in lieu of the payments described in Section 3 above, be 
entitled to the Change in Control Severance Payment and the 
additional benefits described in this Section 4 as if such 
Involuntary Termination had occurred within two years following the 
Change in Control. 
Section 5. Release.  Notwithstanding anything herein to the 
contrary, the Company's obligation to make the payments provided for 
in this Agreement is expressly made subject to and conditioned upon 
(i) the Executive's prior execution of a release substantially in the 
form attached hereto as Exhibit A within forty-five (45) days after 
the applicable Date of Termination and (ii) the Executive's non-
revocation of such release in accordance with the terms thereof. 
Section 6. No Mitigation or Offset.   
(a) No Mitigation by Executive.  Except as otherwise expressly 
provided herein, the Executive shall not be required to mitigate the 
amount of any payment provided for in this Agreement by seeking other 
employment or otherwise, nor shall the amount of any payment provided 
for herein be reduced by any compensation earned by the Executive as 
the result of employment by another employer; provided, however, that 
if the Executive becomes employed with another employer and is 
eligible to receive life, disability, accident and health insurance 
benefits under another employer-provided plan, the Executive's 
continued plan coverage as set forth in Section 3(ii) or 4(iii) 
hereof, as the case may be, shall be secondary to the coverage 
provided under such other plan(s) during such applicable period of 
eligibility. 
(b) No Offset by Company.  The Company's obligation to make the 
payments provided for in this Agreement and otherwise to perform its 
obligations hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, right or action 
which the Company may have against the Executive or others, provided 
that nothing herein shall preclude the Company from separately 
pursuing recovery from the Executive based on any such claim. 
Section 7. Section 280G 
(a) Gross-Up.  Notwithstanding any other provisions of this 
Agreement, in the event that any payment or benefit received or to be 
received by the Executive (whether pursuant to the terms of this 
Agreement or any other plan, arrangement or agreement with (A) the 
Company, (B) any Person whose actions result in a Change in Control 
or (C) any Person affiliated with the Company or such Person) (all 
such payments and benefits, including the Change in Control Severance 
Payments, being hereinafter called the "Total Payments") would be 
subject (in whole or part) to the tax (the "Excise Tax") imposed 
under section 4999 of the Code, the Company shall pay to the 
Executive such additional amounts (the "Gross-Up Payment") such that 
the net amount retained by the Executive, after deduction of any 
Excise Tax on the Total Payments and any federal, state and local 
income and employment taxes and Excise Tax upon the Gross-Up Payment, 
shall be equal to the Total Payments.  For purposes of determining 
the amount of the Gross-Up Payment, the Executive shall be deemed to 
pay federal income tax at the highest marginal rate of federal income 
taxation in the calendar year in which the Gross-Up Payment is to be 
made and state and local income taxes at the highest marginal rate of 
taxation in the state and locality of the Executive's residence on 
the date on which the Gross-Up Payment is calculated for purposes of 
this section, net of the maximum reduction in federal income taxes 
which could be obtained from deduction of such state and local taxes.  
In the event that the Excise Tax is subsequently determined to be 
less than the amount taken into account hereunder, the Executive 
shall repay to the Company, at the time that the amount of such 
reduction in Excise Tax is finally determined, the portion of the 
Gross-Up Payment attributable to such reduction (plus that portion of 
the Gross-Up Payment attributable to the Excise Tax and federal, 
state and local income tax imposed on the Gross-Up Payment being 
repaid by the Executive to the extent that such repayment results in 
a reduction in Excise Tax and/or a federal, state or local income tax 
deduction) plus interest on the amount of such repayment at the rate 
provided in section 1274(b)(2)(B) of the Code.  In the event that the 
Excise Tax is determined to exceed the amount taken into account 
hereunder (including by reason of any payment the existence or amount 
of which cannot be determined at the time of the Gross-Up Payment), 
the Company shall make an additional Gross-Up Payment in respect of 
such excess (plus any interest, penalties or additions payable by the 
Executive with respect to such excess) at the time that the amount of 
such excess is finally determined.  The Executive and the Company 
shall each reasonably cooperate with the other in connection with any 
administrative or judicial proceedings concerning the existence or 
amount of liability for Excise Tax with respect to the Total 
Payments. 
(b) Accounting Firm.  All determinations to be made with respect to 
this Section 7 shall be made by the Company's independent accounting 
firm (or, in the case of a payment following a Change in Control, the 
accounting firm that was, immediately prior to the Change in Control, 
the Company's independent auditor).  The accounting firm shall be 
paid by the Company for its services performed hereunder. 
Section 8. Successors; Binding Agreement. 
(a) Assumption by Successor.  Sempra Energy will require any 
successor (whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of the 
business or assets of Sempra Energy expressly to assume and to agree 
to perform its obligations under this Agreement in the same manner 
and to the same extent that Sempra Energy would be required to 
perform such obligations if no such succession had taken place; 
provided, however, that no such assumption shall relieve Sempra 
Energy of its obligations hereunder.  As used herein, the "Company" 
shall mean the Company as hereinbefore defined and any successor to 
its business and/or assets as aforesaid that assumes and agrees to 
perform its obligations by operation of law or otherwise. 
(b) Enforceability; Beneficiaries.  This Agreement shall be binding 
upon and inure to the benefit of the Executive (and the Executive's 
personal representatives and heirs) and the Company and any 
organization which succeeds to substantially all of the business or 
assets of Sempra Energy, whether by means of merger, consolidation, 
acquisition of all or substantially all of the assets of Sempra 
Energy or otherwise, including, without limitation, as a result of a 
Change in Control or by operation of law.  This Agreement shall inure 
to the benefit of and be enforceable by the Executive's personal or 
legal representatives, executors, administrators, successors, heirs, 
distributees, devisees and legatees.  If the Executive should die 
while any amount would still be payable to such Executive hereunder 
if he or she had continued to live, all such amounts, unless 
otherwise provided herein, shall be paid in accordance with the terms 
of this Agreement to his or her devisee, legatee or other designee 
or, if there is no such designee, to his or her estate. 
Section 9. Confidentiality; Non Solicitation. 
(a) Confidentiality.  The Executive acknowledges that in the course 
of his or her employment within the Company, he or she has acquired 
non-public privileged or confidential information and trade secrets 
concerning the operations, future plans and methods of doing business 
("Proprietary Information") of the Company; and the Executive agrees 
that it would be extremely damaging to the Company if such 
Proprietary Information were disclosed to a competitor of the Company 
or to any other person or corporation.  The Executive understands and 
agrees that all Proprietary Information the Executive has acquired 
during the course of such employment has been divulged to the 
Executive in confidence and further understands and agrees to keep 
all Proprietary Information secret and confidential (except for such 
information which is or becomes publicly available other than as a 
result of a breach by the Executive of this provision) without 
limitation in time.  In view of the nature of the Executive's 
employment and the Proprietary Information the Executive has acquired 
during the course of such employment, the Executive likewise agrees 
that the Company would be irreparably harmed by any disclosure of 
Proprietary Information in violation of the terms of this paragraph 
and that the Company shall therefore be entitled to preliminary 
and/or permanent injunctive relief prohibiting the Executive from 
engaging in any activity or threatened activity in violation of the 
terms of this paragraph and to any other judicial relief available to 
it.  Inquiries regarding whether specific information constitutes 
Proprietary Information shall be directed to the Company's General 
Counsel (or, if such position is vacant, the Company's Chief 
Executive Officer); provided, however, that the Company shall not 
unreasonably classify information as Proprietary Information. 
(b) Non-Solicitation of Employees.  The Executive recognizes that 
he or she possesses and will possess confidential information about 
other employees of the Company, relating to their education, 
experience, skills, abilities, compensation and benefits, and 
interpersonal relationships with customers of the Company.  The 
Executive recognizes that the information he or she possesses and 
will possess about these other employees is not generally known, is 
of substantial value to the Company in developing their business and 
in securing and retaining customers, and has been and will be 
acquired by him or her because of his or her business position within 
the Company.  The Executive agrees that for a period of one (1) year 
following the Date of Termination, he or she will not, directly or 
indirectly, solicit or recruit any employee of the Company for the 
purpose of being employed by him or her or by any other competitor of 
the Company on whose behalf he or she is acting as an agent, 
representative or employee and that he or she will not convey any 
such confidential information or trade secrets about other employees 
of the Company to any other person; provided, however, that it shall 
not constitute a solicitation or recruitment of employment in 
violation of this paragraph to discuss employment opportunities with 
any employee of the Company who has either first contacted the 
Executive or regarding whose employment the Executive has discussed 
with and received written approval of the Company's Senior Vice 
President, Human Resources (or, if such position is vacant, the 
Company's Chief Executive Officer), prior to making such solicitation 
or recruitment.  In view of the nature of the Executive's employment 
with the Company, the Executive likewise agrees that the Company 
would be irreparably harmed by any solicitation or recruitment in 
violation of the terms of this paragraph and that the Company shall 
therefore be entitled to preliminary and/or permanent injunctive 
relief prohibiting the Executive from engaging in any activity or 
threatened activity in violation of the terms of this paragraph and 
to any other judicial relief available to it. 
(c) Survival of Provisions.  The obligations contained in this 
Section 9 shall survive the termination or expiration of the 
Executive's employment within the Company and shall be fully 
enforceable thereafter.  If it is determined by a court of competent 
jurisdiction in any state that any restriction in this Section 9 is 
excessive in duration or scope or is unreasonable or unenforceable 
under the laws of that state, it is the intention of the parties that 
such restriction may be modified or amended by the court to render it 
enforceable to the maximum extent permitted by the law of that state. 
Section 10. Notices.  For the purpose of this Agreement, notices and 
all other communications provided for in this Agreement shall be in 
writing and shall be deemed to have been duly given when delivered or 
mailed by United States registered mail, return receipt requested, 
postage prepaid, addressed to Sempra Energy, 101 Ash Street, San 
Diego, CA 92101, Attn: Human Resources Administrator, or to the 
Executive at the address in the records of the Company, or to such 
other address as either party may have furnished to the other in 
writing in accordance herewith, except that notice of change of 
address shall be effective only upon receipt. 
Section 11. Administration Prior to Change in Control.  Prior to a 
Change in Control, the compensation committee of the Board (the 
"Compensation Committee") shall have full and complete authority to 
construe and interpret the provisions of this Agreement, to determine 
an individual's entitlement to benefits under this Agreement, to make 
in its sole and absolute discretion all determinations contemplated 
under this Agreement, to investigate and make factual determinations 
necessary or advisable to administer or implement this Agreement, and 
to adopt such rules and procedures as it deems necessary or advisable 
for the administration or implementation of this Agreement.  All 
determinations made under this Agreement by the Compensation 
Committee shall be final and binding on all interested persons.  
Prior to a Change in Control, the Compensation Committee may delegate 
responsibilities for the operation and administration of this 
Agreement to one or more officers or employees of the Company.  The 
provisions of this Section 11 shall terminate and be of no further 
force and effect upon the occurrence of a Change in Control. 
Section 12. Miscellaneous. 
(a) No Right of Employment.  Nothing in this Agreement shall be 
construed as giving the Executive any right to be retained in the 
employ of the Company or shall interfere in any way with the right of 
the Company to terminate the Executive's employment at any time, with 
or without Cause. 
(b) Unfunded Obligation.  The obligations under this Agreement 
shall be unfunded.  Benefits payable under this Agreement shall be 
paid from the general assets of the Company.  The Company shall have 
no obligation to establish any fund or to set aside any assets to 
provide benefits under this Agreement. 
(c) Rules of Construction.  As used herein, the masculine gender 
shall be deemed to include the feminine and the singular form shall 
be deemed to encompass the plural, unless the context requires 
otherwise.  Headings of sections (other than the definitions) are 
included solely for convenience of reference and shall not govern or 
control the meaning of the text of this Agreement.  The invalidity or 
unenforceability of any provision of this Agreement shall not affect 
the validity or enforceability of any other provision of this 
Agreement, which shall remain in full force and effect. 
(d) Tax Withholding.  All amounts paid under this Agreement shall 
be subject to all applicable federal, state and local wage and 
employment tax withholding. 
(e) Exclusive Benefit.  The Severance Payment, the Change in 
Control Severance Payment and all other benefits provided hereunder 
shall be in lieu of any other severance payments to which the 
Executive is entitled under any other severance plan or arrangement 
sponsored by the Company, as well as pursuant to any individual 
employment or severance agreement that was entered by the Executive 
and the Company, and, upon the Effective Date of this Agreement, all 
such plans, programs, agreements and arrangements are hereby 
automatically superseded and terminated. 
(f) Dispute Resolution.  Any disagreement, dispute, controversy or 
claim arising out of or relating to this Agreement or the 
interpretation of this Agreement or any arrangements relating to this 
Agreement or contemplated in this Agreement or the breach, 
termination or invalidity thereof shall be settled by final and 
binding arbitration administered by JAMS/Endispute in San Diego, 
California in accordance with the then existing JAMS/Endispute 
Arbitration Rules and Procedures for Employment Disputes.  In the 
event of such an arbitration proceeding, the Executive and the 
Company shall select a mutually acceptable neutral arbitrator from 
among the JAMS/Endispute panel of arbitrators.  In the event the 
Executive and the Company cannot agree on an arbitrator, the 
Administrator of JAMS/Endispute will appoint an arbitrator.  Neither 
the Executive nor the Company nor the arbitrator shall disclose the 
existence, content, or results of any arbitration hereunder without 
the prior written consent of all parties.  Except as provided herein, 
the Federal Arbitration Act shall govern the interpretation, 
enforcement and all proceedings.  The arbitrator shall apply the 
substantive law (and the law of remedies, if applicable) of the state 
of California, or federal law, or both, as applicable and the 
arbitrator is without jurisdiction to apply any different substantive 
law.  The arbitrator shall have the authority to entertain a motion 
to dismiss and/or a motion for summary judgment by any party and 
shall apply the standards governing such motions under the Federal 
Rules of Civil Procedure.  The arbitrator shall render an award and a 
written, reasoned opinion in support thereof.  Judgment upon the 
award may be entered in any court having jurisdiction thereof.  The 
Executive and the Company shall generally each be responsible for 
payment of one-half the amount of the arbitrator's fee; provided, 
however, that the Company shall pay to the Executive all legal fees 
and expenses (including but not limited to fees and expenses in 
connection with any arbitration) incurred by the Executive in 
disputing in good faith any issue arising under this Agreement 
relating to the termination of the Executive's employment in 
connection with a Change in Control or in seeking in good faith to 
obtain or enforce any benefit or right provided by this Agreement on 
account of a Change in Control unless the arbitrator or court 
determines that the Executive had no reasonable basis for such claim. 
(g) Amendment and Termination.  No provision of this Agreement may 
be amended or terminated unless it is agreed to in writing and signed 
by both parties hereto.  Notwithstanding anything contained herein, 
this Agreement shall automatically terminate and be of no further 
force and effect and no benefits shall be payable hereunder in the 
event that the Company sells or otherwise disposes of any part of the 
business or assets of Sempra Energy or a subsidiary of Sempra Energy 
(other than such a sale or disposition which is part of a transaction 
or series of transactions which would result in a Change in Control) 
and as a result of such transaction, the Executive is no longer 
employed by the Company or any of its Affiliates.  
(h) Counterparts.  This Agreement may be executed in several 
counterparts, each of which shall be deemed to be an original but all 
of which together shall constitute one and the same instrument. 
(I) Governing Law.  This Agreement shall be governed by the laws of 
the State of California, without giving effect to conflicts of laws 
principles thereof. 
(j) Nonexclusivity of Rights.  Nothing in this Agreement shall 
prevent or limit the Executive's continuing or future participation 
in any benefit, plan, program, policy or practice provided by the 
Company and for which the Executive may qualify (except with respect 
to any benefit to which the Executive has waived his rights in 
writing), nor shall anything herein limit or otherwise affect such 
rights as the Executive may have under any other contract or 
agreement entered into after the Effective Date with the Company.  
Amounts which are vested benefits or which the Executive is otherwise 
entitled to receive under any benefit, plan, policy, practice or 
program of, or any contract or agreement entered into with, the 
Company shall be payable in accordance with such benefit, plan, 
policy, practice or program or contract or agreement except as 
explicitly modified by this Agreement. 
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
as of the date first written above. 
SEMPRA ENERGY 
By:   ________________________ 
Richard D. Farman 
Chairman & Chief Executive Officer 
EXECUTIVE 
________________________ 
________________________