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                                                             Exhibit 10.18

                             SEVERANCE AGREEMENT


         THIS AGREEMENT, dated _____________________ (the "Effective Date"), 
is made by and between Pacific Enterprises, a California corporation ("PE"), 
and ______________________ the "Executive").

         WHEREAS, severance benefits have historically been provided to 
senior executives, officers and other key employees of PE and its 
subsidiaries and affiliates (PE and its subsidiaries and affiliates at any 
given time being referred to herein collectively as the "PE Group"); and

         WHEREAS, the Executive is currently employed by PE and may from time 
to time during the term of this Agreement be employed by one or more other 
members of the PE Group (Executive's then PE Group employer hereinafter 
referred to as the "Employer"); and

         WHEREAS, the Board of Directors of PE has determined that it is in 
the best interests of PE to institute formalized severance arrangements for 
certain of its executives, officers and key employees, including the 
Executive.

        NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein contained, PE and the Executive hereby agree as follows:

        1.     TERM OF AGREEMENT. Subject to the provisions of Section 12 
hereof, the Term of this Agreement shall commence on the Effective Date and 
shall continue in effect through the third anniversary of the Effective Date; 
PROVIDED, HOWEVER, that on each anniversary of the Effective Date during the 
Term of this Agreement, the Term shall automatically be extended for one 
additional year unless, not later than 90 days prior to any such anniversary, 
the Executive or the Employer shall have given notice in accordance with 
Section 8 not to extend the Term.

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          2.     COMPENSATION OTHER THAN SEVERANCE PAYMENTS

                 2.1     ACCRUED SALARY. If, during the Term, the Executive's 
employment with the Employer shall terminate for any reason, the Employer 
shall pay the Executive's full salary to the Executive through the Date of 
Termination (as defined in Section 4.2) at the rate in effect immediately 
prior to the Date of Termination or, if higher, the rate in effect 
immediately prior to the first occurrence of an event or circumstance 
constituting Good Reason, together with all compensation and benefits payable 
to the Executive through the Date of Termination under the terms of the 
Employer's compensation and benefit plans, programs or arrangements as in 
effect immediately prior to the Date of Termination or, if more favorable to 
the Executive, as in effect immediately prior to the first occurrence of an 
event or circumstance constituting Good Reason. For purposes of this 
Agreement, the transfer of Executive's employment from the Employer to 
another member of the PE Group shall not alone be deemed to constitute a 
termination of Executive's employment.

                 2.2     POST-TERMINATION BENEFITS. If, during the Term, the 
Executive's employment with the Employer shall terminate for any reason, the 
Employer shall pay to the Executive the Executive's normal post-termination 
compensation and benefits as such payments become due. Such post-termination 
compensation and benefits shall be determined under, and paid in accordance 
with, the Employer's retirement, insurance and other compensation or benefit 
plans, programs and arrangements as in effect immediately prior to the Date 
of Termination or, if more favorable to the Executive, as in effect 
immediately prior to the occurrence of the first event or circumstance 
constituting Good Reason.

          3.     ENTITLEMENT TO SEVERANCE BENEFITS.

                 3.1     BENEFITS.  Subject to Sections 3.2 and 3.5 hereof, 
if, during the Term, the Executive's employment with the Employer is 
terminated (x) by the Employer other than (i) for Cause (as defined in 
Section 17(A)) or (ii) by reason of Executive's death or disability (as 
defined in the Employer's long term disability policy in effect from time to 
time) or (y) by the Executive for Good Reason (as defined in Section 17(B)), 
the Employer shall pay the Executive the amounts, and provide the Executive 
the benefits, described in this Section 3.1 ("Severance Payments") in 
addition to any payments and benefits to which the Executive is entitled 
under Section 2 hereof.


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                         (A)     LUMP SUM PAYMENT. In lieu of any further 
                         salary payments to the Executive for periods 
                         subsequent to the Date of Termination and in lieu 
                         of any cash severance payment otherwise payable to 
                         the Executive under any other severance plan, 
                         policy or arrangement maintained by the Employer, 
                         the Employer shall pay to the Executive a lump 
                         sum severance payment, in cash, equal to 1.5 times 
                         the Executive's annual base salary as in effect 
                         immediately prior to the Date of Termination or, if 
                         higher, in effect immediately prior to the first 
                         occurrence of an event or circumstance constituting 
                         Good Reason.

                         (B)     CONTINUATION OF WELFARE BENEFITS. For the 
                         eighteen (18) month period immediately following the 
                         Date of Termination, the Employer shall arrange to 
                         provide the Executive and his or her dependents 
                         with life, 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, if more favorable to 
                         the Executive, those provided to the Executive and 
                         his or her dependents immediately prior to the first 
                         occurrence of an event or circumstance constituting 
                         Good Reason, at no greater cost to the Executive than 
                         the cost of such benefits to the Executive immediately
                         prior to such date or occurrence. Benefits otherwise 
                         receivable by the Executive pursuant to this 
                         Section 3.1(B) shall be reduced to the extent benefits 
                         of the same type are received by the Executive from 
                         another employer during the eighteen (18) month 
                         period following the Executive's termination of 
                         employment (and any such benefits received by the 
                         Executive shall be reported to the Employer by the 
                         Executive).

                         (C)     ACCELERATED VESTING OF STOCK OPTIONS. All 
                         stock options held by Executive under any stock option
                         or incentive plan maintained by any member of the 
                         PE Group shall immediately vest and become exercisable
                         as of the Date of Termination, to be exercised in 
                         accordance with the terms of the applicable plan.

                         (D)     ACCELERATED VESTING OF DIVIDEND EQUIVALENT 
                         RIGHTS ("DERs"). All DERs granted in connection with
                         any stock option held by Executive under any stock 
                         option or incentive plan maintained by any member of 
                         the PE Group shall immediately vest and shall become
                         payable at target upon exercise of the related stock 
                         option in accordance with the terms of the  applicable
                         plan.


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<PAGE>


                         (E)     DEFERRED COMPENSATION PAYOUT. Payments to 
                         Executive under the Pacific Enterprises Deferred 
                         Compensation Plan for Key Management Employees (the 
                         "Deferred Compensation Plan") or any similar or 
                         successor plan maintained by any member of the PE 
                         Group shall be made without reduction in the interest
                         rate applicable to Executive's account thereunder 
                         pursuant to Section VIII.B of the Deferred 
                         Compensation Plan or any similar or successor provision
                         of the Deferred Compensation Plan or any similar or 
                         successor plan.

                         (F)     FINANCIAL PLANNING. The Employer shall 
                         provide Executive with financial planning services 
                         and/or benefits for a period of one (1) year 
                         following the Date of Termination at a level 
                         consistent with the benefits provided under PE's 
                         financial planning program for executives and 
                         officers in effect as of the Effective Date.

                         (G)     ACCRUED VACATION. The Employer shall provide 
                         Executive with a cash payment in an amount equal to 
                         Executive's accrued vacation benefits through the Date
                         of Termination, such amount calculated on the basis of
                         the salary used for purposes of the calculation in 
                         Section 3.1(A).

                         (H)     OUTPLACEMENT SERVICES. The Employer shall 
                         provide the Executive with outplacement services 
                         suitable to the Executive's position for a period of 
                         eighteen (18) months or, if earlier, until the first 
                         acceptance by the Executive of an offer of employment 
                         with a subsequent employer, in an aggregate amount 
                         not to exceed $30,000.

                 3.2     SECTION 280G LIMITATION ON BENEFITS.

                         (A)     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 (i) any member of 
                         the PE Group, (ii) any Person (as defined in 
                         Section 17(C)) whose actions result in a change in the 
                         ownership or effective control of any member of the PE
                         Group or a substantial portion of its assets 
                         (a "Section 280G Event") or (iii) any Person affiliated
                         with such Person) (all such payments and benefits, 
                         including the Severance Payments, being hereinafter 
                         called "Total Payments") would not be deductible (in 
                         whole or part), by any member of the PE Group or a 
                         Person making such payment or providing


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                         such benefit as a result of section 280G of the 
                         Internal Revenue Code of 1986, as amended (the 
                         "Code"), then, to the extent necessary to make such
                         portion of the Total Payments deductible (and after
                         taking into account any reduction in the Total 
                         Payments provided by reason of section 280G of the 
                         Code in such other plan, arrangement or agreement), 
                         the cash Severance Payments shall first be reduced 
                         (if necessary, to zero), and all other Severance 
                         Payments shall thereafter be reduced (if necessary,
                         to zero): PROVIDED, HOWEVER, that the Executive may
                         elect to have the non-cash Severance Payments reduced
                         (or eliminated) prior to any reduction of the cash 
                         Severance Payments.

                         (B)     For purposes of this limitation, (i) no 
                         portion of the Total Payments the receipt or enjoyment
                         of which the Executive shall have waived at such time 
                         and in such manner as not to constitute a "payment" 
                         within the meaning of section 280G(b) of the Code shall
                         be taken into account, (ii) no portion of the Total 
                         Payments shall be taken into account which, in the 
                         opinion of tax counsel ("Tax Counsel") reasonably 
                         acceptable to the Executive and selected by the 
                         accounting firm which was, immediately prior to the 
                         Section 280G Event, PE's independent auditor (the 
                         "Auditor"), does not constitute a "parachute payment"
                         within the meaning of section 280G(b)(2) of the Code, 
                         including by reason of section 280G(b)(4)(A) of the 
                         Code, (iii) the Severance Payments shall be reduced 
                         only to the extent necessary so that the Total 
                         Payments (other than those referred to in clause 
                         (i) or (ii)) in their entirety constitute reasonable 
                         compensation for services actually rendered within the
                         meaning of section 280G(b)(4)(B) of the Code or are 
                         otherwise not subject to disallowance as deductions by
                         reason of section 280G of the Code, in the opinion of
                         Tax Counsel, and (iv) the value of any noncash benefit 
                         or any deferred payment or benefit included in the 
                         Total Payments shall be determined by the Auditor in 
                         accordance with the principles of sections 280G(d)(3) 
                         and (4) of the Code.

                         (C)     If it is established pursuant to a final 
                         determination of a court or an Internal Revenue Service
                         proceeding that, notwithstanding the good faith of the 
                         Executive, PE and the Employer in applying the terms of
                         this Section 3.2, the Total Payments paid to or for the
                         Executive's benefit are in an amount that would result 
                         in any portion of such Total Payments being subject to 
                         any excise tax imposed under Section 4999 of the Code 
                         (the "Excise Tax"), then, if such repayment would 
                         result in (x) no portion of the remaining Total 
                         Payments being


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                         subject to the Excise Tax and (y) a dollar-for-dollar
                         reduction in the Executive's taxable income and wages
                         for purposes of federal, state and local income and 
                         employment taxes, the Executive shall have an 
                         obligation to pay the Employer upon demand an amount 
                         equal to the sum of (i) the excess of the Total 
                         Payments paid to or for the  Executive's benefit 
                         over the Total Payments that could have been paid to 
                         or for the Executive's benefit without any portion of 
                         such Total Payments being subject to the Excise Tax; 
                         and (ii) interest on the amount set forth in clause 
                         (i) of this sentence at the rate provided in section 
                         1274(b)(2)(B) of the Code from the date of the 
                         Executive's receipt of such excess until the date of 
                         such payment.

                 3.3     TIMING OF PAYMENTS. Subject to Section 3.5, the 
payments provided in subsections (A) and (G) of Section 3.1 shall be made not 
later than the fifth business day following the later of (i) the Date of 
Termination and (ii) the date the release referenced in Section 3.5 becomes 
irrevocable; PROVIDED, HOWEVER, that if the amounts of such payments, and the 
limitation on such payments set forth in Section 3.2, cannot be finally 
determined on or before such day, the Employer shall pay to the Executive on 
such day an estimate, as determined in good faith by the Employer, of the 
minimum amount of such payments to which the Executive is clearly entitled 
and shall pay the remainder of such payments (together with interest on the 
unpaid remainder (or on all such payments to the extent, the Employer fails 
to make such payments when due) at 120% of the rate provided in section 
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined 
but in no event later than the thirtieth (30th) day after the Date of 
Termination. In the event that the amount of the estimated payments exceeds 
the amount subsequently determined to have been due, such excess shall 
constitute a loan by the Employer to the Executive, payable on the fifth 
(5th) business day after demand by the Employer (together with interest at 
120% of the rate provided in section 1274(b)(2)(B) of the Code). At the time 
that payments are made under this Agreement, the Employer shall provide the 
Executive with a written statement setting forth the manner in which such 
payments were calculated and the basis for such calculations including, 
without limitation, any opinions or other advice the Employer has received 
from Tax Counsel, the Auditor or other advisors or consultants (and any such 
opinions or advice which are in writing shall be attached to the statement).

                 3.4     LEGAL FEES. The Employer 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


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faith any issue arising under this Agreement relating to the termination of 
the Executive's employment or in seeking in good faith to obtain or enforce 
any benefit or right provided by this Agreement, but in each case only to the 
extent Executive shall prevail as to the material issues raised in any such 
dispute.

              3.5  RELEASE. Notwithstanding anything herein to the contrary, 
the Employer's obligation to make the payments provided for in this Section 3 
is expressly made subject to and conditioned upon (i) Executive's prior 
execution of a release substantially in the form attached hereto as Exhibit A 
within 45 days after the applicable Date of Termination and (ii) Executive's 
non-revocation of such release in accordance with the terms thereof.

         4.   TERMINATION PROCEDURES.

              4.1  NOTICE OF TERMINATION. During the Term, any purported 
termination of the Executive's employment (other than by reason of death) 
shall be communicated by written Notice of Termination from the Employer to 
the Executive (or vice versa) in accordance with Section 8. For purposes of 
this Agreement, a "Notice of Termination" shall mean a notice which shall 
indicate the specific termination provision in this Agreement relied upon, if 
any, 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. Further, a Notice of Termination for Cause 
is required to include a copy of a resolution duly adopted by the affirmative 
vote of not less than three-quarters (3/4) of the entire membership of the 
Board of Directors of PE at a meeting of such board called and held for the 
purpose of considering such termination (after reasonable notice to the 
Executive and an opportunity for the Executive, together with the Executive's 
counsel, to be heard before such board) finding that, in the good faith 
opinion of such board, the Executive was guilty of conduct set forth in 
clause (i) or (ii) of the definition of Cause herein, and specifying the 
particulars thereof in detail.

              4.2  DATE OF TERMINATION. "Date of Termination," with respect 
to any purported termination of the Executive's employment during the Term, 
shall mean the date specified in the Notice of Termination (which, in the case 
of a termination by the Employer, shall not be less than thirty (30) days 
(except in the case of a termination for Cause) and, in the case of a 
termination by the Executive, shall not be less than fifteen (15) days nor 
more than sixty (60) days, respectively, from the date such Notice of 
Termination is given).

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         5.   NO MITIGATION. In the event of the termination of Executive's 
employment during the Term, the Executive shall not be required to seek other 
employment or to attempt in any way to reduce any amounts payable to the 
Executive by the Employer pursuant to Section 3. Further, the amount of any 
payment or benefit provided for in this Agreement (other than under Section 
3.1(B)) shall not be reduced by any compensation earned by the Executive as 
the result of employment by another employer, by retirement benefits, by 
offset against any amount claimed to be owed by the Executive to the 
Employer, or otherwise.

         6.   PERFORMANCE; ASSUMPTION OF AGREEMENT.

              6.1  In the event that, during the Term, Executive shall be 
transferred to any Employer other than PE, PE shall take any and all action 
as may be necessary to cause such Employer to assume all of the duties, 
obligations and liabilities of the Employer hereunder.

              6.2  In the event that, during the Term, (i) the Employer shall 
cease to be a member of the PE Group, or (ii) the PE Group undergoes a 
reorganization or other corporate restructuring such that it is then no 
longer appropriate, consistent with the intent of this Agreement, for PE to 
continue to discharge its duties, obligations and liabilities hereunder, PE 
shall, prior to the effectiveness of such event, take all such action as may 
be necessary to provide that the Employer or any parent of the Employer, as 
appropriate consistent with the intent of this Agreement (the "New Parent 
Entity"), shall assume all of the rights, duties, obligations and 
liabilities of "PE" hereunder, and in such event all references herein to the 
"PE Group" shall be deemed to include reference to the group consisting of 
such New Parent Entity and its then subsidiaries and affiliates. In this 
regard, it is the intent of this Agreement that, to the extent reasonably 
practicable, any entity responsible for discharging the duties, obligations 
and liabilities of "PE" hereunder should have a Board of Directors consisting 
of a majority of outside directors.

              6.3  In addition to any obligations imposed by law upon any 
successor to the Employer, the Employer shall require any successor (whether 
direct or indirect, by purchase, merger, consolidation or otherwise) to all 
or substantially all of the business and/or assets of the Employer to 
expressly assume and agree to perform this Agreement in the same manner and 
to the same extent that the Employer would be required to perform it if no 
such succession had


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taken place, and the Employer shall obtain such assumption and agreement 
prior to the effectiveness of any such succession.

              6.4  The failure of PE or the Employer, as applicable, to 
perform its respective obligations under Sections 6.1, 6.2 and 6.3, shall be a 
breach of this Agreement and shall entitle the Executive to compensation from 
the Employer in the same amount and on the same terms as the Executive would 
be entitled to hereunder if the Executive were to terminate the Executive's 
employment with the Employer for Good Reason, except that, for purposes of 
implementing the foregoing, the date on which the applicable event or 
succession becomes effective shall be deemed the Date of Termination.

         7.   SUCCESSORS. 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 shall die while any amount would still be payable 
to the Executive hereunder (other than payments which, by their terms, 
terminate upon the death of the Executive) if the Executive had continued to 
live, all such amounts, unless otherwise provided herein, shall be paid in 
accordance with the terms of this Agreement to the executors, personal 
representatives or administrators of the Executive's estate.

         8.   NOTICES. For the purpose of this Agreement, notices and all 
other communications provided for in the 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, 
if to the Executive, to the address inserted below the Executive's signature 
on the final page hereof and, if to PE, to the address set forth below, 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 actual receipt:

         To Pacific Enterprises:

         555 W. 5th Street
         Los Angeles, CA 90013-1011

         P.O. Box 3249
         Los Angeles, CA 90051-1249

         Attention: Chief Executive Officer


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         9.   CONFIDENTIALITY; NON-SOLICITATION.

              9.1  CONFIDENTIALITY. Executive acknowledges that in the course 
of his or her employment within the PE Group, 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 PE Group; and Executive agrees that it 
would be extremely damaging to the PE Group, if such Proprietary Information 
were disclosed to a competitor of the PE Group or to any other person or 
corporation. Executive understands and agrees that all Proprietary Information 
has been divulged to Executive in confidence and further understands and 
agrees to keep all Proprietary Information secret and confidential without 
limitation in time. In view of the nature of Executive's employment and the 
Proprietary Information Executive has acquired during the course of such 
employment, Executive likewise agrees that the PE Group would be irreparably 
harmed by any disclosure of Proprietary Information in violation of the terms 
of this paragraph and that any member of the PE Group shall therefore be 
entitled to preliminary and/or permanent injunctive relief prohibiting 
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 
them. Inquiries regarding whether specific information constitutes 
Proprietary Information shall be directed to PE's Senior Vice President, 
Public Policy (or, if such position is vacant, PE's Chief Executive Officer); 
provided, that PE shall not unreasonably classify information as Proprietary 
Information.

              9.2  NON-SOLICITATION OF EMPLOYEES. Executive recognizes that 
he or she possesses and will possess confidential information about other 
employees of the PE Group, including the Employer, relating to their 
education, experience, skills, abilities, compensation and benefits, and 
interpersonal relationships with customers of the PE Group. 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 
PE Group 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 PE Group. Executive agrees that, during the 
Term of this Agreement and for a period of one(1) year thereafter, he or she 
will not, directly or indirectly, solicit or recruit any employee of any 
member of the PE Group for the purpose of being employed by him or her or by 
any competitor of any member of the PE Group 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 any member of the PE Group to any other person; provided, 
however, that it 


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shall not constitute a solicitation or recruitment of employment in violation 
of this paragraph to discuss employment opportunities with any employee of 
any member of the PE Group who has either first contacted Executive or 
regarding whose employment Executive has discussed with and received the 
written approval of PE's Vice President, Human Resources (or, if such 
position is vacant, PE's Chief Executive Officer), prior to making such 
solicitation or recruitment. In view of the nature of Executive's employment 
with the PE Group, Executive likewise agrees that the members of the PE Group 
would be irreparably harmed by any solicitation or recruitment in violation 
of the terms of this paragraph and that any such member shall therefore be 
entitled to preliminary and/or permanent injunctive relief prohibiting 
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 
them.

              9.3  SURVIVAL OF PROVISIONS. The obligations contained in this 
Section 9 shall survive the termination or expiration of Executive's 
employment within the PE Group 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.

    10.  MISCELLANEOUS. No provision of this Agreement may be modified, 
waived or discharged unless such waiver, modification or discharge is agreed 
to in writing and signed by the Executive and such officer of PE or the 
Employer as may be specifically designated by its Board of Directors. No 
waiver by either party hereto at any time of any breach by the other party 
hereto of, or of any lack of compliance with, any condition or provision of 
this Agreement to be performed by such other party shall be deemed a waiver 
of similar or dissimilar provisions or conditions at the same or at any prior 
or subsequent time. This Agreement supersedes any other agreements or 
representations, oral or otherwise, express or implied, with respect to the 
subject matter hereof which have been made by either party. The validity, 
interpretation, construction and performance of this Agreement shall be 
governed by the laws of the State of California. All references to sections 
of the Code shall be deemed also to refer to any successor provisions to such 
sections. Any payments provided for hereunder shall be paid net of any 
applicable withholding required under federal, state or local law and any 
additional withholding to which the Executive has agreed. The obligations of 
the Executive, the Employer and PE under this


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Agreement which by their nature may require either partial or total 
performance after the expiration of the Term (including, without limitation, 
those under Sections 2, 3 and 9 hereof) shall survive such expiration.

         11.  VALIDITY.  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.

         12.  POOLING.   In the event that the ultimate parent entity of the 
PE Group becomes party to a business combination transaction which is 
intended to qualify for "pooling of interests" accounting treatment and, but 
for one or more provisions of this Agreement, would so qualify, then (A) this 
Agreement shall, to the extent practicable, be interpreted so as to permit 
such accounting treatment, and (B) to the extent that the application of 
clause (A) of this Section 12 does not preserve the availability of such 
accounting treatment, then, to the extent that any provision of the Agreement 
would disqualify such business combination transaction as a "pooling" 
transaction (including, if applicable, the entire Agreement), such provision 
shall be null and void as of the Effective Date. All determinations under 
this Section 12 shall be made by the accounting firm whose opinion with 
respect to "pooling of interests" treatment is required as a condition to the 
consummation of such business combination transaction.

         13.  NO CONTRACT OF EMPLOYMENT.  This Agreement shall not be 
construed as creating an express or implied contract of employment and, 
except as otherwise agreed in writing, the Executive shall not have any right 
to be retained in the employ of any member of the PE Group.

         14.  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.

         15.   SETTLEMENT OF DISPUTES.  

               15.1  CLAIMS REVIEW PROCEDURES.  All claims by the Executive 
for benefits under this Agreement shall be directed to and determined by the 
Board of Directors of PE and shall be in writing. Any denial by such board of 
a claim for benefits under this Agreement shall be delivered to the Executive 
in writing and shall set forth the specific reasons for the denial and the 
specific provisions of this Agreement relied upon. Such board shall afford a 
reasonable opportunity to the Executive for a review of the decision denying a

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<PAGE>

claim and shall further allow the Executive to appeal to such board a 
decision of such board within sixty (60) days after notification by such 
board that the Executive's claim has been denied.

              15.2  ARBITRATION.  Except as provided in Section 9, any 
further dispute about the validity, interpretation, effect or alleged 
violation of this Agreement (an "arbitrable dispute") must be submitted to 
arbitration in Los Angeles, California. Arbitration shall take place before 
an experienced employment arbitrator licensed to practice law in such state 
and selected in accordance with the Model Employment Arbitration Procedures 
of the American Arbitration Association. Arbitration shall be the exclusive 
remedy for any arbitrable dispute.  The arbitrator in any arbitrable dispute 
shall not have authority to modify or change the Agreement in any respect. 
Should any party to this Agreement pursue any arbitrable dispute by any 
method other than arbitration, the prevailing party shall be entitled to 
recover from the party initiating the use of such method all damages, costs, 
expenses and attorneys' fees incurred as a result of the use of such method. 
The arbitrator's decision and/or award shall be fully enforceable and subject 
to an entry of judgment by the Superior Court of the State of California for 
the County of Los Angeles.

         16.  INDEMNIFICATION.  Each Employer shall indemnify and hold 
Executive harmless for acts and omissions in his or her capacity as an 
officer, director, agent or employee of such Employer to the maximum extent 
permitted under applicable law, and shall maintain Executive as a covered 
insured under any Director and Officer liability insurance policies following 
employment until the expiration of any applicable statutes of limitations.

         17.  DEFINITIONS.  For purposes of this Agreement, the 
following terms shall have the meanings indicated below:

                   (A) "Cause" for termination by the Employer of the 
Executive's employment shall mean (i) the willful and continued failure by 
the Executive to substantially perform the Executive's duties with the 
Employer (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 4.1) after a written demand for 
substantial performance is delivered to the Executive by the Board of 
Directors of PE, which demand specifically identifies the manner in which 
such board believes that the Executive has not substantially performed the 
Executive's duties, or (ii) Executive's commission of one or

 
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more acts of dishonesty or moral turpitude (including but not limited to 
conviction of a felony). For purpose 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 interest of the PE Group.

              (B)  "Good Reason" for termination by the Executive of the 
Executive's employment shall mean the occurrence, without the written consent 
of the Executive, of any one of the following acts by the Employer, or 
failures by the Employer to act, unless, in the case of any act or failure to 
act described in paragraph (I), (II), (III.B) or (VI) below, such act or 
failure to act is corrected prior to the Date of Termination specified in the 
Notice of Termination given in respect thereof:

                   (I) the assignment to the Executive of any duties 
      materially inconsistent with the range of duties and responsibilities 
      appropriate to a senior executive/officer/key employee within the PE 
      Group (such range determined by reference to past, current and 
      reasonably foreseeable practices within the PE Group);

                   (II)  a material reduction in the Executive's overall 
      standing and responsibilities within the PE Group, but not including (i) 
      a mere change in title or (ii) a transfer to another member of the PE 
      Group that in either such case does not adversely affect the Executive's 
      overall status within the PE Group. 

                   (III) a reduction by the Employer in (A) the Executive's 
      annual base salary as in effect on the date hereof or as the same may be 
      increased from time to time or (B) Executive's aggregate compensation 
      and benefits opportunities, in each case except for across-the-board 
      reductions (or modifications of benefit plans) similarly affecting all 
      similarly situated executives/officers/key employees (both of the PE 
      Group and of any Person then in control of PE) of comparable rank with 
      the Executive; 

                   (IV) the relocation of the Executive's principal place of 
      employment to a location outside the Southern California area; the 
      Employer's requiring the Executive to be based anywhere other than such 
      principal place of employment (or permitted relocation thereof); or a 
      substantial increase in Executive's business travel obligations outside 
      of 

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<PAGE>


      the Southern California area as of the Effective Date, other than such 
      an increase that (i) arises in connection with extraordinary business 
      activities of the Employer and (ii) is understood not to be a part of 
      Executive's regular duties with the Employer; 

                   (V) the failure by the Employer to pay to the Executive 
     any portion of the Executive's current compensation or to pay the 
     Executive any portion of an installment of deferred compensation under 
     any deferred compensation program of the Employer within thirty (30) 
     days of the date such compensation is due;

                   (VI) any purported termination of the Executive's 
     employment which is not effected pursuant to a Notice of Termination 
     satisfying the requirements of Section 4.1; for purposes of this 
     Agreement, no such purported termination shall be effective.

            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.

                   (C) "Person" shall have the meaning given in 
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, as 
modified and used in Sections 13(d) and 14(d) thereof or any successor 
provisions. 

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<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date and year first written above.


                                          PACIFIC ENTERPRISES



                                          By:
                                             -----------------------------
                                                Name:
                                                Title:



                                          --------------------------------
                                          EXECUTIVE

                                          Address:

                                          --------------------------------

                                          --------------------------------

                                          --------------------------------
                                          (Please print carefully)






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