CONFIDENTIAL 

                     SAN DIEGO GAS & ELECTRIC COMPANY 
 
                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
                      (Restated as of August 26, 1996) 
 
 
1.	Purpose and Nature of Plan; Effective Date. 
 
	The purpose of the San Diego Gas and Electric 
Company Supplemental Executive Retirement Plan ("Plan") 
is to provide a retirement benefit in addition to that 
provided under the San Diego Gas & Electric Company 
Pension Plan to Officers or designated Executives of the 
Company. 
 
	The Plan is unfunded.  Benefits are payable only 
from the general assets of the Company, and not from any 
separate fund or trust.  The Plan is exempt from the 
requirements of the federal Employee Retirement Income 
Security Act of 1974 ("ERISA"), except for the reporting 
and disclosure requirements contained in Part 1 of 
Subtitle of Title I of ERISA. 
 
	The Plan was effective July 15, 1981, and amended on 
April 24,  1985, October 20, 1986, April 28, 1987, 
October 24, 1988, November 21, 1988, October 28, 1991, 
May 26, 1992, May 24, 1993, November 22, 1993, and July 
25, 1994.    

2.	Definitions. 
 
	a.	Board of Directors means the Board of Directors 
of San Diego Gas & Electric Company. 
	 
	b.	Cause means the termination of employment by 
the Company 
for: 
 
		i.	the willful and continued failure to 
substantially perform assigned duties with the Company 
(other than any such failure resulting from incapacity 
due to physical or mental illness), after a request for 
substantial performance is delivered by the Board which 
specifically identifies the manner in which the Board 
believes the Officer or Executive has not substantially 
performed assigned duties, or 
 
		ii.	the willful engaging in gross misconduct 
materially and demonstrably injurious to the Company.  No 
act, or failure to act, shall be considered "willful" 
unless done, or omitted to be done, not in good faith and 
without reasonable belief that the action or omission was 
in the best interest of the Company. 
 
			Notwithstanding the foregoing, an Officer 
or Executive shall not be deemed to have been terminated 
for Cause unless and until there shall have been 
delivered to the Officer or Executive a copy of a 
resolution duly adopted by the affirmative vote of not 
less than three-quarters of the entire membership of the 
Board, excluding the Officer or Executive if a Board 
member, at a meeting of the Board called and held for the 
purpose (after reasonable notice and an opportunity, 
together with counsel, to be heard before the Board), 
finding that in the good faith opinion of the Board the 
Officer or Executive was guilty of conduct set forth 
above and specifying the particulars thereof in detail. 
 
	c.	Change-in-Control means (1) the dissolution or 
liquidation of the Company, (2) a reorganization, merger, 
or consolidation of the Company with one or more 
corporations as a result of which the Company is not the 
surviving corporation, (3) the acquisition of beneficial 
ownership, directly or indirectly, of more than 25% of 
the voting power of the outstanding stock of the Company 
by one person, group, association, corporation, or other 
entity, (the group) coupled with the election to the 
Board of Directors of new members who were not originally 
nominated by the Board at the last annual meeting and who 
constitute a new majority of the Board or (4) upon the 
sale of all or substantially all the property of the 
Company.  The term Change-in-Control shall not apply to 
any reorganization or merger initiated voluntarily by the 
Company in which the Company is the surviving entity.  At 
such time, or within three years thereafter, regardless 
of whether provisions are made in connection with such 
transaction for the continuance of the Plan, if the 
Company or surviving corporation shall terminate the 
Officer's or Executive's employment for other than Cause, 
Retirement, Death, or Disability, or if the Officer or 
Executive shall terminate employment for Good Reason, 
then the Officer or Executive shall become eligible for 
and entitled to benefits calculated under the provisions 
in Section 4.a.i. with survivor benefits calculated under 
the provisions of Section 4.e.i., both based upon ten 
years of service and calculated without reference to the 
service ratio noted in Section 4.a.ii.  Such benefit 
shall be paid by the Company to the Officer or Executive 
in a lump sum, in cash, on the fifth day following the 
date of termination.   Except for any limitations of 
Section 280G of the Internal Revenue Code described 
below, such amount will equal the Actuarial Present Value 
of the benefit so determined.  However, if the Officer or 
Executive is otherwise eligible for Early Retirement 
pursuant to Section 2.f.i., he or she  may, at his or her 
sole discretion, elect to receive the benefit determined 
above as an early retirement benefit, reduced for early 
commencement by the appropriate early retirement 
reduction factor as determined in accordance with the 
Pension Plan, but without adjustment by the service ratio 
noted in Section 4.a.ii.  Actuarial Present Value shall 
be determined on the basis of 7.75% interest and using 
the UP-1984 Unisex Pension Mortality Table for post-
retirement ages only.  The Actuarial Present Value of the 
benefit calculated pursuant to Section 4.a.i. shall be 
determined as the present value of an annuity deferred to 
age 62 (or an immediate annuity, if the Officer or 
Executive has attained a greater age on the date of 
determination) assuming an eligible spouse at annuity 
commencement as described in the following two sentences.  
If the Officer or Executive is married at the time of 
lump sum payment, the Actuarial Present Value shall be 
calculated assuming the marriage continues to retirement.  
If the Officer or Executive is unmarried, the Actuarial 
Present Value shall be calculated assuming the presence 
of a spouse, three years younger than the Officer or 
Executive, at retirement.  The Actuarial Present Value of 
the Offset to Retirement Benefits, pursuant to Section 
4.b. shall be determined as the present value of an 
annuity deferred to Normal Retirement Age under the 
Pension Plan (or an immediate annuity, if the Officer or 
Executive has attained a greater age on the date of 
determination) and without reference to potential 
increases in such benefits pursuant to cost of living 
adjustments.   However, payment pursuant to this Plan may 
be limited by the Company in its good faith discretion to 
the extent payments hereunder constitute a parachute 
payment (under Section 280G  of the Internal Revenue Code 
of 1986, as amended (the "Code")) which causes total 
parachute payments to the Officer or Executive to exceed 
2.99 times the Participant's "annualized includable 
compensation for the base period" (as defined in Code 
Section 280G).  The determination of any limitation of 
payment hereunder shall be made by the Company, and the 
Company shall determine  in good faith, upon consulting 
with the Officer or Executive, on the manner in which 
parachute payments under this and other plans or 
agreements are limited. 

Notwithstanding the foregoing, in the event payments 
under this Plan or any other plan are adjusted because of 
the limits of Code Section 280G, such adjustments shall 
be made first with respect to payments under the San 
Diego  Gas & Electric Company Executive Severance 
Allowance Plan. 
 
	d.	Company means San Diego Gas & Electric Company. 
 
	e.	Executive means a management or highly 
compensated employee of the Company (within the meaning 
of Section 201(2) of ERISA) who is designated by the 
Board of Directors, in its discretion, to be eligible to 
participate in the Plan. 
 
	f.	Final Pay means the monthly base pay rate in 
effect during the month immediately preceding Retirement, 
plus 1/12 of the average of the highest three years' 
gross bonus awards, not necessarily consecutive, of the 
person concerned. 
 
	g.	Good Reason means termination of employment by 
the Officer or Executive when one or more of the 
following occurs without the Officer's or Executive's 
express written consent within three years after a 
Change-in-Control: 
 
		i.	an adverse and significant change in the 
Officer's or Executive's position, duties, 
responsibilities or status with the Company, or a change 
in business location to a point outside the Company's 
service territory, except in connection with the 
termination of employment   by the Company for Cause or 
Disability, or as a result of voluntary  Retirement at or 
after either the Officer's or Executive's Early (i.i) or 
Normal Retirement Date (i.ii.), or death, or for other 
than   for Good Reason; 
 
		ii.	a reduction by the Company in base salary 
or incentive compensation opportunity; 
 
		iii.	the taking of any action by the Company 
to eliminate  benefit plans without providing substitutes 
therefore, to reduce benefits thereunder or to 
substantially diminish the aggregate value of incentive 
awards or other fringe benefits including insurance and 
an automobile   provided in accordance with the Company's 
standard policy; or 
 
		iv.	a failure by the Company to obtain from 
any successor, before the succession takes place, an 
agreement to assume and perform this Plan. 
 
	h.	Officer means an officer of the Company, but 
not including  assistant officers or assistants to 
officers.  For example, an Assistant Secretary would not 
be considered as an Officer for the purposes of the Plan.   
 
	i.	Pension Plan means the San Diego Gas & Electric 
Company Pension Plan. 
 
	j.	Retirement. 
 
		i.	Early Retirement means retirement from 
service with the Company anytime after attaining age 55 
and completing 5 Years of Service, but before age 65.  
Provided there shall be no reduction in the Normal 
Retirement Benefit computed under Section 4.a.ii. in the 
case of an  Officer or Executive who has attained age 62. 
 
		ii.	Normal Retirement means retirement from 
service with  the Company at age 65 or, if later, upon 
the fifth anniversary of the date on which the Officer or 
Executive became eligible to participate in the Plan. 
 
		iii.	Late Retirement means retirement from 
service with the 
Company after Normal Retirement. 
 
	k.	Years of Service means Years of Service as 
defined in the  Pension Plan, but including for purposes 
of this Plan only Years of Service from date of hire to 
the earlier of date of death, date of Early Retirement, 
or attainment of age 65. 
 
	l.	Surviving Spouse means the person legally 
married to an  Officer or Executive for at least one year 
prior to the Officer's or Executive's death. 
 
	m.	Participant means the Officers and Executives 
who have been  designated by the Company to participate 
in the Plan. 
 
3.	Eligibility and Participation. 
 
	All Officers and Executives (as defined in Section 
2.e) are 
eligible to participate in the Plan. 
 
4.	Benefits. 
	 
	a.	Retirement Benefits.  Subject to the further 
provisions of this Section 4, Retirement Benefits will be 
computed and paid as follows: 
 
		i.	Normal Retirement Benefit, as to Officers 
and  Executives who are Participants in the Plan on June 
30, 1994, shall be a monthly benefit equal to 6% times 
Years of Service (to a maximum of 10 years) times Final 
Pay.   As to Officers and Executives who become 
Participants in the Plan on or after July 1, 1994, Normal 
Retirement Benefit shall be a monthly benefit equal to 5% 
times Years of Service (to a maximum of 10 years)  times 
Final Pay.  
 
		ii.	Early Retirement Benefit shall be the 
Normal Retirement Benefit accrued to the date of Early 
Retirement, multiplied by the ratio of the lesser of his 
or her Years of Service to his or her date of Early 
Retirement or to age 62 over his or her Years of Service 
projected to  age 62, and further multiplied by the 
appropriate early retirement  reduction factor as 
determined in accordance with the Pension Plan. 
 
		iii.	Late Retirement Benefit shall be the 
Normal Retirement  Benefit accrued to the Normal 
Retirement date (age 65) but not beyond, payable at Late 
Retirement.  However, the Board of Directors in its sole 
discretion, may increase the amount of the Late 
Retirement Benefit if the Officer or Executive concerned 
continues in the employment of the Company after age 65 
at  
the request of the Board of Directors. 
 
	b.	Offset to Retirement Benefits.  The retirement 
benefit  payments set forth in Section 4.a. shall be 
reduced by the amount of the retirement payments, without 
regard to cost of living adjustments occurring after 
retirement, made to the retired Officer or Executive 
under the  
Pension Plan. 
 
	c.	Normal Form of Retirement Benefits shall be a 
monthly  benefit payable for the lifetime of the Officer 
or Executive, with benefits payable after his or her 
death to a Surviving  
Spouse in accordance with Section 4.e. 
 
	d.	Optional Forms of Retirement Benefit are not 
available. 
 
	e.	Death Benefit. 
 
		i.	As to Officers and Executives who are 
Participants in  the Plan on June 30, 1994, if death 
occurs before or after Retirement, a monthly lifetime 
benefit shall be payable to the Surviving Spouse of the 
Officer or Executive, equal to 3.0% times the Officer's 
or Executive's   Years of Service (to a maximum of 10 
years) times Final Pay.  As to Officers and Executives 
who become Participants in the Plan on or after July 1, 
1994, if death occurs before or after Retirement, a 
monthly lifetime benefit shall be payable to the 
Surviving Spouse of the Officer or   Executive, equal to 
2.5% times the Officer's or Executive's Years of  Service 
(to a maximum of 10 years) times Final Pay. 
 
		ii.	Any payments made pursuant to this 
Section 4.e. shall  be reduced by the amount of any 
benefits payable under the Pension Plan subsequent to the 
death of the Officer or Executive. 
 
	f.	Termination of Service. 
 
		No benefits will be payable under the Plan upon 
the  termination of service of an Officer or Executive 
for reasons other than Death, Disability or Retirement, 
Change-in-Control or Good Reason under the Plan. 
 
	g.	Disability Benefit. 
 
		i.	As to Officers and Executives who are 
Participants in  the Plan on June 30, 1994, if an Officer 
or Executive becomes disabled, as determined by the Board 
of Directors, a monthly benefit shall be payable to such 
Officer or Executive until the earlier of recovery, 
death, or the later of age 65 or the fifth anniversary of 
the commencement of the disability, equal to 60% of Final 
Pay.  As to Officers and Executives who become 
Participants in the Plan on or after July 1, 1994, if an 
Officer or Executive becomes disabled, as determined by 
the Board of Directors, a monthly benefit shall be 
payable to such Officer or Executive until the earlier of 
recovery, death, or the later of age 65 or the fifth 
anniversary of the commencement of  the disability, equal 
to 50% of Final Pay. 
 
		ii.	Any payments made pursuant to this 
Section 4.g. shall  be reduced by the amount of any 
disability benefits payable to the Officer or Executive 
and his or her family under any Company-sponsored 
disability program or governmental disability program. 
 
		iii.	Upon the cessation of Disability 
Benefits, subsequent Retirement or Surviving Spouses' 
benefits shall be calculated in accordance with other 
Sections of this Plan. 
 
	h.	Adjustment of Benefits. 
 
		Once determined, the benefits payable under the 
Plan may not  be adjusted upward or downward (other than 
in accordance with the offset provisions contained in the 
Plan) except by action of the Board of Directors.  Any 
such adjustments shall be based upon, but need not be 
equivalent to, changes in the Consumer Price Index, All 
Items, U. S. City Average, of the Bureau of Labor 
Statistics of the U. S. Department of Labor.  The Board 
of  Directors reserves the right to so adjust benefits 
payable under the Plan at any time, whether such change 
occurs prior to the time an Officer or Executive retires 
or dies, or after the time payment of benefits commences. 
 
	i.	Forfeiture of Benefits. 
 
		As a condition of receiving benefits under the 
Plan, an  Officer or Executive shall not after Retirement 
voluntarily appear against the Company before any 
judicial or administrative tribunal or legislative body, 
on any matter about which he or she possesses any 
expertise or special knowledge relative to the Company's 
business.  Any breach of this condition will result in 
complete forfeiture of any further benefits under the 
Plan. 
 
5.	Administration of the Plan. 

	The Plan shall be administered by the Pension 
Committee of the  Pension Plan, subject, however, to any 
action taken by the Board of Directors in respect to the 
Plan.  The Pension Committee shall have the authority to 
interpret the Plan, shall file with the Department of 
Labor and distribute to the Officers or Executives the 
reports and other information required by ERISA, and 
shall otherwise be responsible for administration of the 
Plan. 
 
	The Committee (or the Board of Directors, to the 
extent provided  in the Plan) shall have the exclusive 
right and full discretion to interpret the Plan and to 
decide any and all matters arising hereunder (including 
the right to remedy possible ambiguities, inconsistencies 
or omissions), to make, amend and rescind such rules as 
it deems necessary for the proper  administration of the 
Plan and to make all other determinations necessary or 
advisable for the administration of the Plan, including 
determinations regarding eligibility for benefits under 
the Plan and determinations   of the amount of benefits 
payable under the Plan.  All interpretations  of the 
Committee or the Board of Directors with respect to any 
matter hereunder shall be final, conclusive and binding 
on all persons affected thereby. 
 
	No member of the Committee shall vote on any matter 
affecting such 
member. 
 
6.	Amendment and Termination of the Plan. 
 
	The Board of Directors may amend or terminate the 
Plan at any time except that no such amendment or 
termination may occur as a result of a Change-in-Control, 
within three years after a Change-in-Control, or as a 
part of any plan to effect a Change-in-Control.  However, 
no such amendment or termination shall apply to any 
person who has then qualified for or is receiving 
benefits under the Plan. 
 
7.	Claims Procedure. 
 
	The committee (and the Board of Directors, on the 
appeal of the denial of a claim) has full discretion and 
the exclusive right to determine eligibility for benefits 
under the Plan.  The Committee's decision on a claim for 
benefits is final and binding on all persons, except as 
to an appeal of the Committee's denial of a claim to the 
Board of Directors.  The Board of Directors' decision on 
an appeal of the Committee's denial of a claim for 
benefits is final and binding on all persons. 
 
	Any person who believes that benefits have been 
denied under the Plan to which he or she believes he or 
she is entitled may file a written claim with the 
Committee setting forth the nature of the benefit 
claimed, the amount thereof, and the basis for the claim 
of entitlement to such benefit.  The Committee shall 
determine the validity of such claim and notify the 
claimant of the Committee's determination by first class 
mail within 90 days of the receipt of the written claim.  
In the case of a denial of claim, the notice shall set 
forth in understandable language; 
 
	a.	The specific reason for the denial; 
 
	b.	Specific references to pertinent Plan 
provisions on which 
the denial is based; 
 
	c.	A description of any additional material or 
information necessary for the Claimant to perfect the 
claim and an explanation of why such material or 
information is necessary; and 
 
	d.	An explanation of the Plan's claim review 
procedure. 
 
	Within 60 days of the receipt of a denial of his or 
her claim, the claimant, or an authorized representative 
may file a written request for a full review by the Board 
of Directors of the claim for benefits.  The Board of 
Directors shall fully review the claim for benefits and 
the prior denial  of the claim and shall provide an 
opportunity for the claimant, or an authorized 
representative to review pertinent documents and submit 
issues and comments in writing.  A decision upon review 
of the claim shall be made by the Board of Directors 
within 60 days of receipt of the request for review.  The 
decision on review shall be in writing, and in 
understandable language, shall state the specific reasons 
for the decision, and shall include specific references 
to the pertinent Plan provisions on which the decision is 
based.  The decision of the Board of Directors after 
review shall be final and conclusive on all persons. 
 
8.	Miscellaneous. 
 
	a.	This Plan is "unfunded" and "maintained 
primarily for the  purpose of providing deferred 
compensation to a select group of management or highly  
compensated employees" pursuant to Section 401(a)(1) of 
ERISA.  Nothing contained in this Plan and no action 
taken pursuant to the provisions of this Plan shall 
create or be construed to create a trust of any kind or   
a fiduciary relationship between the Company and an 
Officer, Executive,  Surviving Spouse, or any other 
person.  To the extent that any person acquires a right 
to receive payments from the Company under this Plan, 
such right shall be no greater than the right of any 
unsecured general creditor of the Company.  Title to and 
beneficial ownership of any asset, whether case or 
investments, which the Company may earmark to pay the 
deferred compensation hereunder shall   at all times 
remain assets of the Company, and neither an Executive, 
Officer, or Surviving Spouse nor any other person shall, 
under this Plan, have any property interest whatsoever in 
any specific assets in the Company. 
 
	b.	If any provision in the Plan is held by a court 
of competent  jurisdiction to be invalid, void, or 
unenforceable, the remaining provisions shall 
nevertheless continue in full force and effect without 
being impaired or invalidated in any way. 
 
	c.	The Committee shall not recognize any transfer, 
mortgage,  pledge, hypothecation, order or assignment by 
any Officer, Executive or Surviving Spouse of all or part 
of his or her interest hereunder, and such interest shall 
not be subject in any manner to transfer by operation of   
law, and shall be exempt from the claims of creditors or 
other claimants  from all orders, decrees, levies, 
garnishment and/or executions and other legal or 
equitable process or proceedings against such Officer, 
Executive or Surviving Spouse to the fullest extent which 
may be permitted by law; 
 
	d.	The Plan shall be construed in accordance with 
ERISA and, to 
the extent not preempted by ERISA, the laws of the State 
of California. 
 
 
 
9.	Offset for Certain Benefits Payable Under Split-
Dollar Life 
Insurance Agreements. 
 
	a.	Offset Value 
 
	Some of the Participants under this Plan own life 
insurance  policies (the "Policies") purchased on their 
behalf by the Company.  The ownership of these Policies 
by each Participant is, however, subject to certain 
conditions (set forth in a "Split-Dollar Insurance 
Agreement"   between the Participant and the Company) 
and, if the Participant fails  to meet the conditions set 
forth in the Split-Dollar Life Insurance Agreement, the 
Participant may lost certain rights under the Policy.  In 
the event that a Participant satisfies the conditions 
specified in Section 4 or 5 of the   Split-Dollar Life 
Insurance Agreement, so that the Participant or his or  
her beneficiary becomes entitled to benefits under one of 
those sections, the value of those benefits shall 
constitute an offset to any benefits otherwise payable 
under this Plan.  As the case may be, this offset (the 
"Offset Value") shall be calculated by determining the 
value of benefits paid or payable under the Split-Dollar 
Life Insurance Agreement, that is, the cash value of the  
Policy, or in the case of the Participant's death, the 
death benefits payable to the beneficiary under the 
Policy.  At the time when the Participant terminates 
employment, the Actuarial Equivalent (as defined in 
paragraph   9.d) of the Offset Value shall be compared to 
the Actuarial Equivalent  (as defined in paragraph 9.d) 
of the benefits payable under this Plan (the "Plan 
Value"), and the Plan Value shall be reduced by the 
Actuarial Equivalent of the Offset Value.  The Plan Value 
shall be calculated by assuming that the Participant or 
beneficiary immediately commences the receipt of benefits 
upon   termination of employment. 
 
	b.	Manner and Calculation of Payment. 
 
		i.	At the time when the Participant 
terminates  employment, if the Plan Value exceeds the 
Actuarial Equivalent (as defined in paragraph 9.d) of the 
Offset Value, the excess of the Plan Value over the 
Actuarial Equivalent of the Offset Value shall be paid to 
the Participant or   beneficiary in the manner provided 
under this Plan; provided that, if  the excess of the 
Plan Value over the Actuarial Equivalent of the Offset 
Value is less than $10,000, such excess shall be paid to 
the Participant or beneficiary at that time in a cash 
lump sum. 
 
		ii.	Notwithstanding anything contained herein 
to the  contrary, to avoid any loss of benefits from the 
use of a mortality assumption of age 80 in the definition 
of Actuarial Equivalent in paragraph 9.d, if the 
Participant or Surviving Spouse survives past his or her 
80th birthday, benefits shall be payable to him or her in 
the manner and amount provided under this Plan as if the 
offset provisions of this paragraph 9 had not been  
included in the Plan document. 
 
	c.	Payment of Certain Benefits. 
 
	If the Policy described in paragraph 9.a insures the 
life of an  individual other than the Participant (the 
"Insured Party"), and if such Insured Party dies prior to 
the Participant's becoming eligible for benefits under 
the Plan, and if the Participant or the Participant's 
beneficiary   subsequently becomes eligible for benefits 
hereunder, the Plan Value (as  defined in paragraph 9.a) 
shall be offset by the Actuarial Equivalent (as defined 
in paragraph 9.d) of the death benefit previously paid to 
the Participant or the Participant's beneficiary pursuant 
to the Split-Dollar Life   Insurance Agreement.  If the 
Plan Value exceeds the Actuarial Equivalent  of the death 
benefit previously paid to the Participant or the 
Participant's beneficiary, such excess shall thereupon be 
paid in the manner provided under this Plan; provided 
that, if the remaining amount of the Plan Value is less 
than $10,000, such amount shall be paid to the 
Participant or beneficiary at that time in a cash lump 
sum.  Paragraph 9.b.ii shall also apply. 
 
	d.	Actuarial Equivalent. 
 
	For purposes of this paragraph 9, the Actuarial 
Equivalent shall  mean a benefit in the form of a lump 
sum payment which has the equivalent value computed using 
the interest rate as defined in paragraph 9.e., 
compounded annually, and assuming that the Participant 
and Surviving Spouse   each die on his or her 80th 
birthday and, in the case of the Plan Value,  computed 
without reference to any potential increases in the 
benefit pursuant to cost of living adjustments; provided, 
however, that, in the case of a benefit payable pursuant 
to paragraph 2.c hereof, the Actuarial Equivalent shall 
be the lump sum amount determined under paragraph 2.c. 
 
	e.	Interest Rate. 
 
	For purposes of this paragraph 9, the interest rate 
shall be fixed  by the Executive Compensation Committee 
effective on the date the Participant or his or her 
beneficiary becomes entitled to benefits under the Split-
Dollar Life Insurance Agreement.