(Effective as of Closing of
                   Transaction with Pacific Enterprises, Inc.)

                        SAN DIEGO GAS & ELECTRIC COMPANY
                                SEVERANCE PLAN


I.          PURPOSE AND OBJECTIVE

            To provide a separation pay allowance to help meet Eligible
            Employees' immediate financial burden associated with being
            involuntarily and permanently terminated under conditions
            described in the Plan.  This Plan supersedes the previous
            Severance Plan dated October 12, 1996, as of the Effective
            Date.

II.         RESPONSIBILITY

            The Company, through its Division and Department heads, is
            responsible for administering the Plan.

            The Company, through its Human Resources Division, is
            responsible for providing further interpretation and
            guidance.

            The business decisions, the manner in which they are carried
            out that may result in the termination of an employee, and
            the reason for termination (including resignation in lieu of
            discharge) are decisions to be made by the Company in its
            sole discretion.  In making these decisions, the Company is
            not required to treat similarly situated employees in the
            same manner.

III.        ELIGIBILITY

            A.  "Eligible Employee" includes an employee whose job is
                terminated by the Company, who is not covered by any
                other severance plan adopted by the Company, and who:

                1.  is a regular non-bargaining unit employee working as
                    a full-time, part-time, or call-in employee of the
                    Company, or a regular non-bargaining unit full-time,
                    part-time or call-in employee on medical
                    leave,military leave or long-term disability;


                2.  has received written notice that employment will be
                    terminated;

                3.  continues as a satisfactory employee until released
                    by the Company in accordance with its business
                    needs;

                4.  abides by such other written terms and conditions as
                    the Company has established as a condition for
                    participation in, or payment of, benefits from the
                    Plan; and

                5.  is not excluded as provided below.

            B.  Eligible Employees exclude employees:

                1.  whose employment terminates due to death;

                2.  whose employment terminates because of
                    unsatisfactory performance, the employee is
                    discharged for cause, and/or resigns in lieu of
                    discharge for cause, all as determined by the
                    Company;

                3.  who accept employment with an organization that is
                    affiliated (directly or indirectly) with the
                    Company;

                4.  who voluntarily terminate employment with the
                    Company for any reason except as provided in IV.C
                    below; or

                5.  who are temporary workers (agency or independent),
                    interns, independent contractors, employment
                    contract employees, student employees, or employees
                    covered by a collective bargaining agreement that
                    does not provide for Plan participation.


            C.  Participation in the Plan commences when an Eligible
                Employee receives the notice of employment termination
                referred to above.  An Eligible Employee who commences
                participation in the Plan is called a "Participant" in
                the Plan.

IV.         BENEFITS

            A.  Introduction.  For purposes of determining Plan
                Benefits, the following shall apply:

                1.  "Annual Pay" means Base Salary multiplied by 52.

                2.  "Base Salary" means average regular straight time
                    weekly base pay in effect during the month
                    preceding termination of employment with the
                    Company, excluding overtime, shift differentials,
                    Bonus Awards and other special payments determined
                    by the Company in its sole discretion.

                3.  "Years of Continuous Service" means the number of
                    years since Hire Date a person has been continuously
                    employed as an active regular full-time, part-time
                    or call-in employee of the Company or its
                    predecessors, as determined by the Company.

                    An Eligible Employee who is a call-in or regular
                    part-time employee entitled to these benefits 
                    receive pro-rated severance benefits as follows:

                    a.  Add the total number of hours worked during 
                        preceding ten (10) years.

                    b.  Divide by 2,087 hours for non-exempt employees
                        and 2,080 hours for exempt employees.

                    c.  The resulting number, excluding fraction, will
                        constitute Years of Continuous Service completed
                        under the Plan.

               4.  "Hire Date" shall be, except as provided in a
                   collective bargaining agreement, the date a person
                   was hired by SDG&E as a non-bargaining unit regular
                   full-time employee, a non-bargaining unit regular
                   part-time employee, or a non-bargaining unit call-in
                   Employee, whichever occurred first.

               5.  "Final Salary" means the Participant's Base Salary
                   plus his or her Bonus Awards.

               6.  "Bonus Awards" means the gross cash amounts awarded
                   under the San Diego Gas & Electric Company Senior
                   Management Incentive Compensation Plan or
                   Compensation Incentive Plan during the 12-month
                   period ending on the date of the Participant's
                   termination of employment divided by 52.

               7.  If, in the sole judgment of the Company, an Eligible
                   Employee is terminated, and the Eligible Employee's
                   services can be used for a period equal to the weeks
                   of Plan Benefits or if there is a reasonable
                   possibility that a job for which the Eligible
                   Employee is qualified may become open within such
                   period, the Company may, in its sole discretion,
                   permit an Eligible Employee to elect between
                   remaining on the payroll for the period of time equal
                   to the Plan Benefits or receiving the actual Plan
                   Benefits.


            B.  Benefits Without Change in Control or Other Corporate
                Events.

                1.  Basic Benefits.  In the absence of termination in
                    connection with certain corporate events described
                    in Section IV.C., Plan Benefits will be paid in one
                    lump sum at termination in accordance with one of
                    the following schedules, as determined in Paragraph
                    2.

                Schedule A, Without Signed Release.  Plan Benefits are
                determined by multiplying Base Salary by the number of
                credits determined as follows.

               Years of Continuous
               Service Completed                                 Credits

                Less than 4                                            1

At least 4, but less than 10                                           2

At least 10, but less than 12                                          3

At least 12, but less than 14                                          4

At least 14, but less than 17                                          5

At least 17, but less than 20                                          6

At least 20, but less than 23                                          7

At least 23, but less than 26                                          8

At least 26, but less than 28                                          9

                At least 28                                           10


                Schedule B, with Signed Release.  Plan Benefits are
                determined by multiplying Final Salary by the number of
                credits determined as the sum of the following:  (1) one
                credit for each Year of Continuous Service; (2) one
                credit for each full $10,000 of Annual Pay; and (3) one
                credit for each full $10,000 of Annual Pay in excess of
                $40,000.  Notwithstanding the above, the minimum number
                of total credits shall be six and the maximum number of
                total credits shall be 52.

                2.  Participants who sign a release of all known and
                    unknown claims in such form as the Company
                    determines shall receive Plan Benefits under
                    Schedule B of Paragraph 1.  Other Participants shall
                    receive Plan Benefits under Schedule A of Paragraph
                    1.

                    a.  As an additional benefit, Participants under age
                        40 who sign such a release will receive
                        continuation of all group medical insurance, and
                        50% of the AD&D and 50% of the life insurance in
                        four) represented by item 1, Schedule B of
                        Paragraph 1.  The Company will continue to pay
                        its share of the premiums, and the Company will
                        deduct the Participant's share of such premiums
                        from the Participant's lump sum check.

                    b.  As an additional benefit, Participants over age
                        40 who sign such a release which waives claim
                        under the Age Discrimination in Employment Act
                        will receive continuation of all group medical
                        insurance, and 50% of the AD&D and 50% of the
                        life insurance in force as of the date of
                        termination for the employee and existing
                        covered dependents for the number of weeks of
                        Base Salary (minimum of four) represented by
                        item 1, Schedule B of Paragraph 1.  The Company
                        will continue to pay its share of the premiums,
                        and the Company will also pay the Participant's
                        share of such premiums.  Company will not pay
                        for dependent coverage for life and AD&D.

                    c.  For purposes of computing Plan Benefits under
                        this Section IV.B., Participants who are
                        participants in the Senior Management Incentive
                        Plan and who sign such release shall receive, at
                        a minimum, 13 credits under Schedule B of
                        Paragraph 1.


            C.  Benefits Upon Change in Control and Other Corporate
                Events.

                1.  In General.

                    a.  Involuntary Termination Upon Change in Control.
                        An otherwise Eligible Employee who is
                        involuntarily terminated for other than cause,
                        death, or disability within two years after a
                        Change in Control will receive a Plan Benefit
                        based upon Final Salary, pursuant to Paragraph 2
                        below.  A Change in Control shall mean:

                        i.  a reorganization, merger or consolidation of
                            the Company with one or more corporations;

                        ii. the acquisition of beneficial ownership,
                            directly or indirectly, of more than 30
                            percent of the voting power of the
                            outstanding stock of the Company by one
                            person, group, association, corporation or
                            other entity 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

                       iii. the sale of all or substantially all the
                            property of the Company.

                        iv. Notwithstanding i., ii., or iii. above, no
                            Change in Control shall be deemed to occur
                            with respect to any reorganization, merger,
                            consolidation or sale entered into
                            voluntarily by the Company:

                            (a)  in which the Company survives as a
                                 direct or indirect subsidiary of a
                                 public company, or

                            (b)  in which members of the company's Board
                                 of Directors constitute a majority of
                                 the members of the Board of Directors
                                 of the surviving company, and the
                                 shareholders of the Company constitute
                                 a majority of the shareholders of the
                                 surviving company.

                    b.  Voluntary Termination for Good Reason.  An
                        otherwise Eligible Employee who voluntarily
                        terminates employment for Good Reason within two
                        years following a Change in Control (as defined
                        above), will receive a Plan Benefit based upon
                        Final Salary, pursuant to Paragraph 2 below.Good
                        Reason shall mean:

                        i.  a significant reduction in Base Salary for
                            reasons not related to performance,

                        ii. elimination or significant reduction of the
                            aggregate value of health, dental,
                            disability and life coverage, or

                       iii. involuntary transfer to a new business
                            location outside the San Diego Gas &
                            Electric Company's service territory.

                        c.  Sale of Work Unit.  A Participant will
                            receive a Plan Benefit based upon Final
                            Salary, pursuant to Paragraph 2 below, if he
                            or she is terminated under the following
                            circumstances:  unless the purchaser of a
                            work unit assumes the obligations of this
                            Plan, such benefits will be paid to a
                            Participant employed by such work unit who
                            is either: (i) terminated following the sale
                            of the work unit and not rehired by 
                            purchaser within two months from the date of
                            the sale and retained for a period of at
                            least six months, or (ii) not retained by
                            the purchaser for a period of at least six
                            months beyond the date of sale, in either
                            case where unacceptable performance is not
                            an issue.

                2.  Corporate Event Benefit.  In the event of
                    termination in connection with certain corporate
                    events described in this Section IV.C., Plan
                    Benefits shall be paid in one lump sum at
                    termination in an amount equal to Final 
                    multiplied by the number of credits determined below
                    and under Paragraph 3:


                                     Schedule A,            Schedule B,
Years of Continuous               Credits Without              Credits
Service Completed                    Release                With Release

Less than 2 Yrs.                        2                          4

2 Yrs. but less than 4                  2                          6

4 Yrs. but less than 6                  3                          8

6 Yrs. but less than 8                  3                         10

8 Yrs. but less than 10                 3                         12

10 Yrs. but less than 15                4                         17

12 Yrs. but less than 14                5                         21

14 Yrs. but less than 15                6                         24

15 Yrs. but less than 16                7                         27

16 Yrs. but less than 17                8                         30

17 Yrs. but less than 18                9                         33

18 Yrs. but less than 19               10                         36

19 Yrs. but less than 20               11                         39

20 Yrs. but less than 21               12                         44

21 Yrs. but less than 22               13                         47

22 Yrs. but less than 23               14                         50

23 Yrs. but less than 24               15                         53

24 Yrs. but less than 25               16                         56

25 Yrs. but less than 26               17                         61

26 Yrs. but less than 27               18                         64

27 Yrs. but less than 28               19                         67

28 Yrs. but less than 29               20                         70

29 Yrs. but less than 30               21                         73

30 Yrs. or more                        22                         78


               3.  Release from Claims.  If Participant voluntarily
                   signs a release of all known and unknown claims in
                   such form as the Company prepares, then the
                   Participant shall be entitled to the severance
                   payment under Schedule B of Paragraph 2, or, if
                   greater, the amount in Schedule B of IV.B.1.  Other
                   Participants will receive benefits under Schedule A
                   of Paragraph 2.

                   a.  As an additional benefit, a Participant under age
                       40 who signs such a release will receive
                       continuation of all group medical insurance, and
                       50% of the AD&D and 50% of the life insurance in
                       force as of the date of termination for the
                       Participant and existing covered dependents for
                       the number of weeks of Final Salary (minimum of
                       four) represented in Schedule B of Paragraph 2. 
                       The Company will continue to pay its share of the
                       premiums, and the Company will deduct the
                       employee's share of such premiums from the
                       Participant's lump sum check.

                   b.  As an additional benefit, a Participant over
                       age 40 who signs such a release which waives
                       claims under the Age Discrimination in Employment
                       Act will receive continuation of all group
                       medical insurance, and 50% of the AD&D and 50% of
                       the life insurance in force as of the date of
                       termination for the Participant and existing
                       covered dependents for the number of weeks of
                       Final Salary (minimum of four) represented in
                       Schedule B of Paragraph 2.  The Company will
                       continue to pay its share of the premiums, and
                       the Company will also pay the Participant's share
                       of such premiums.  The Company will not pay for
                       dependent coverage for life and AD&D.

                   c.  For purposes of computing severance allowances
                       pursuant to this IV.C., Participants who are
                       participants in the Senior Management Incentive
                       Plan and who sign such release will receive, at a
                       minimum, the same Plan Benefits under Paragraph 2
                       as Participants who have completed exactly 19
                       years of Continuous Service.


V.         GENERAL

           A.  The Board of Directors reserves the right to change,
               amend or terminate the Plan at any time for any reason,
               however no such amendment or termination shall affect the
               right to any unpaid Plan Benefit of any Participant whose
               employment was terminated prior to the adoption of the
               amendment or resolution to terminate the Plan.

           B.  The Company is the Plan Administrator and the Plan
               Sponsor for purposes of the Employee Retirement Income
               Security Act of 1974 ("ERISA").  The Company has the
               complete discretion and responsibility to interpret the
               Plan.  All actions by the Company are final, binding, 
               conclusive.

           C.  As to participants in the Savings Plan and/or the Pension
               Plan, participation will stop on the termination date.
               The employee will receive information about rights under
               those plans.

           D.  If an employee who is eligible for a Plan Benefit dies
               after termination and prior to the payment of the Plan
               Benefit, the Plan Benefit will be paid in a single lump
               sum to the spouse, if any.  If no spouse survives, 
               payment will be made to the employee's estate.

           E.  To the full extent permitted by law, except as provided
               in the Plan, no Plan Benefit hereunder shall be subject
               to anticipation, alienation, sale, transfer, assignment,
               pledge, encumbrance or change, and any attempt to do so
               shall be void.

           F.  The Effective Date of this Plan is as of the closing of a
               transaction whereunder Enova Corporation becomes a wholly
               owned subsidiary of a public company which also owns all
               shares of Pacific Enterprises, Inc.  In the event such
               transaction does not occur by January 1, 1999, the terms
               of this amended and restated Plan shall not apply.  This
               Plan is drawn under and shall be construed in accordance
               with ERISA and, to the extent not preempted by ERISA,
               with the laws of the State of California.

           G.  The Company shall be responsible for paying all benefits
               under the Plan.  The Plan shall be unfunded and benefits
               hereunder shall be paid only from the general assets of
               the Company.  All or part of any benefits paid under the
               Plan may be credited to any statutory amounts to which
               employees are entitled upon termination to the extent
               allowed by applicable law.

           H.  Claims for benefits should be made in writing to the
               Company, Attention: Human Resources Department, pursuant
               to the claims procedure set forth in the 
               Employee Handbook.  For a discussion of other plan
               information and your ERISA rights, please see the
               Employee Handbook.




Adopted the _______ of October, 1996




                                                                    
                                          Margot Kyd, Vice President
                                          Human Resources