Officers' Certificate of the Company



 Exhibit 4.1 
 Sempra Energy 
 OFFICERS’ CERTIFICATE 
 (Pursuant to Sections 201 and 301 of the Indenture) 
 May 15, 2009 
 The undersigned, Charles A. McMonagle, Senior Vice President and Treasurer of Sempra Energy, and Jennifer Jett,
Assistant Secretary of Sempra Energy, a California corporation (the “Company”), hereby certify as follows: 
 The
undersigned, having read the appropriate provisions of the Indenture dated as of February 23, 2000 (the “Indenture”) between the Company and U.S. Bank National Association, as successor Trustee to U.S. Bank Trust National
Association (the “Trustee”), including Sections 201, 301 and 303 thereof and the definitions in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and
investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether or not the conditions set forth in the Indenture relating to the establishment of the terms of the
offering of $750,000,000 of the Company’s 6.50% Notes due 2016 (the “Notes”) and the form of certificate evidencing the Notes have been complied with, and whether the conditions in the Indenture relating to the authentication
and delivery by the Trustee of the Notes have been complied with, certify that (1) the terms of the Notes were established by the undersigned pursuant to authority delegated to them by resolutions duly adopted by the Board of Directors of the
Company on September 9, 2008 (the “Resolutions”) and such terms are as set forth in Annex I hereto, (2) the form of certificate evidencing the Notes was established by the undersigned pursuant to authority delegated
to them by the Resolutions and shall be in substantially the form attached as Annex II hereto, (3) a true, complete and correct copy of the Resolutions, which were duly adopted by the Board of Directors of the Company and are in full force
and effect on the date hereof, are attached as an exhibit to the Certificate of the Secretary of the Company of even date herewith, and (4) the form and terms of the Notes have been established pursuant to Sections 201 and 301 of the Indenture
and comply with the Indenture and, in the opinion of the undersigned, all conditions provided for in the Indenture (including, without limitation, those set forth in Sections 201, 301 and 303 of the Indenture) relating to the establishment of the
terms of the Notes and the form of certificate evidencing the Notes, and relating to the execution, authentication and delivery of the Notes, have been complied with. 
 This certificate may be executed by the parties hereto in counterparts, each of which when so executed shall be deemed to be an original, with the same
effect as if the signatures thereto and hereto were on the same instrument, but all such counterparts shall together constitute but one and the same instrument. 
 (Signature Page Follows) 







 IN WITNESS WHEREOF, we have hereunto set our hands as of the date first written above. 
  

	
	/s/ Charles A. McMonagle
	 Charles A. McMonagle
 Senior Vice President and
Treasurer

	
	/s/ Jennifer Jett
	 Jennifer Jett
 Assistant
Secretary



 [Officers’ Certificate – Indenture] 







 ANNEX I 
 Capitalized terms used in this Annex I and not otherwise defined herein have the same definitions as in the Indenture referred to in the Officers’ Certificate of which this Annex I constitutes a part.

 (1) The securities of the series established hereby (the “Securities”) shall be known and designated as the “6.50%
Notes due 2016.” 
 (2) The aggregate principal amount of the Securities of such series which may be authenticated and delivered under
the Indenture is limited to $750,000,000 of the Company’s 6.50% Notes due 2016, except for Securities of such series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same
series pursuant to Sections 304, 305, 306, 906 or 1106 of the Indenture and except for any Securities which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. However,
such series may be re-opened by the Company for the issuance of additional Securities of such series, so long as any such additional Securities (i) have the same form and terms (other than date of issuance and the date from which interest
thereon shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Securities of such series theretofore issued and (ii) shall form a single series with the Securities of such series theretofore issued
provided that such additional Securities are fungible with the Securities of such series theretofore issued for United States Federal income tax purposes; provided, however, that, notwithstanding the foregoing, a series may not be re-opened if the
Company has effected defeasance with respect to the Securities of such series pursuant to Section 1302 of the Indenture or has effected satisfaction and discharge with respect to the Securities of such series pursuant to Section 401 of the
Indenture. 
 (3) The Securities are to be issuable only as registered securities without coupons. The Securities shall be issued in
book-entry form and represented by one or more global Securities (the “Global Securities”), the initial depositary (the “Depositary”) for the Global Securities shall be The Depository Trust Company and the
depositary arrangements shall be those employed by whoever shall be the Depositary with respect to the Global Securities from time to time. Notwithstanding the foregoing, certificated Securities in definitive form may be issued in exchange for
Global Securities under the circumstances contemplated by Section 305 of the Indenture. 
 (4) The Securities shall be sold by the
Company to the several underwriters (the “Underwriters”) named in Schedule I to the Underwriting Agreement dated May 12, 2009 between the Company and the Underwriters (the “Underwriting Agreement”), at a
price equal to 99.153% of the principal amount of the 6.50% Notes due 2016 and the initial price to the public of the Securities of such series shall be 99.778% of the principal amount of the 6.50% Notes due 2016 and underwriting discounts and
commissions shall be 0.625% of the principal amount of the 6.50% Notes due 2016. 
 (5) The Securities shall not be repayable or redeemable
at the option of the Holders prior to the Stated Maturity of the principal thereof (except as provided in Article V of the Indenture) and shall not be subject to a sinking fund or analogous provision. 
 (6) The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment for the Securities. 
 (7) The Company hereby appoints the Trustee, acting through its Corporate Trust Office in the Borough of Manhattan, The City of New York, as the
Company’s agent for the purposes specified in Section 1002 of the Indenture; provided, however, subject to Section 1002 of the Indenture, the Company 

  

 Annex I-1 








 
may at any time remove the Trustee as its office or agency in the Borough of Manhattan, The City of New York designated for such purposes and may from time
to time designate one or more other offices or agencies for such purposes and may from time to time rescind such designation, so long as the Company shall at all times maintain an office or agency for such purposes in the Borough of Manhattan, The
City of New York. 
 (8) The Securities shall be issued in denominations of $2,000 and integral multiples of $1,000. 
 (9) The principal of, premium, if any, and interest on the Securities shall be payable in U.S. Dollars. 
 (10) Section 1303 of the Indenture shall not apply to the Securities. 
 (11) The Securities shall not be convertible into or exchangeable for other securities. 
 (12) Anything in
the Indenture or the Securities of such series to the contrary notwithstanding, payments of the principal of and premium, if any, and interest on the Global Securities shall be made by wire transfer to Cede & Co., as nominee of the
Depositary. 
 (13) To the extent that any provision of the Indenture or the Securities of such series provides for the payment of interest
on overdue principal of, or premium, if any, or interest on, the Securities of such series, then, to the extent permitted by law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the
Securities of such series. 
 (14) The Securities of such series shall have such other terms and provisions as are set forth in the form of
certificate evidencing the Securities of such series attached as Annex II to this Officers’ Certificate of which this Annex I constitutes a part, all of which terms and provisions are incorporated by reference in and made a part of this
Annex I as if set forth in full herein. 
 (15) As used in the Indenture with respect to the Securities and in the certificates
evidencing the Securities, all references to “premium” on the Securities shall mean any amounts (other than accrued interest) payable upon the redemption of any Securities in excess of 100% of the principal amount of such Securities.

  

 Annex I-2 








 ANNEX II 
 Form of Certificate Evidencing the 6.50% Notes due 2016 
  

 Annex I-3 








 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY
OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 SEMPRA ENERGY 
  

			
		 	$____
	No. ___	 	CUSIP No. 816851AN9
		 	ISIN No. US816851AN93

 Sempra Energy, a corporation duly organized and existing under the laws of the State of California
(herein called the “Corporation,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
                         on June 1, 2016, and to pay interest thereon from May 15, 2009 or from the most recent
date to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 in each year (each, an “Interest Payment Date”), commencing December 1, 2009 and at Maturity at the rate of
6.50% per annum, until the principal hereof is paid or made available for payment, provided that any principal hereof or premium, if any, or interest hereon which is not paid when due shall bear interest at the rate of 6.50% per annum (to
the extent that the payment of such interest shall be legally enforceable) from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. 
 Interest on this Security shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for on any Interest
Payment Date will forthwith cease to be payable to the Holder on such 

  

 Annex I-4 








 
Regular Record Date by virtue of having been such Holder and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. 
 Payment of the principal of (and premium, if any) and interest on this Security
will be made at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Corporation payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire
transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least fifteen (15) days prior to the date for payment by the Person entitled thereto. Notwithstanding the
foregoing, so long as the Holder of this Security is the Depositary or its nominee, payment of the principal of (and premium, if any) and interest on this Security will be made by wire transfer of immediately available funds. 
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

 Annex I-5 








 IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed. 
  

			
	SEMPRA ENERGY
		
	By:	 	 
	Name:	 	Charles A. McMonagle
	Title:	 	Senior Vice President and Treasurer


  

			
	Attest:
		
	By:	 	 
	Name:	 	Jennifer Jett
	Title:	 	Assistant Secretary

 This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture. 
  

			
	U.S. BANK NATIONAL ASSOCIATION
	
	As successor Trustee to
	U.S. Bank Trust National Association
		
	By:	 	 
		 	Authorized Signatory


 Dated: May 15, 2009 
  

 Annex I-6 








 (REVERSE OF SECURITY) 
 This Security is one of a duly authorized issue of securities of the Corporation (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
February 23, 2000 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Corporation and U.S. Bank National Association, as successor Trustee to U.S. Bank Trust
National Association (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties
and immunities thereunder of the Corporation, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof,
limited (subject to exceptions provided in the Indenture) in aggregate principal amount to $            . 
 All or a portion of the Securities of this series may be redeemed at the Corporation’s option at any time or from time to time. 
 The Redemption Price for the Securities of this series to be redeemed on any Redemption Date will be equal to the greater of the following amounts:
(a) 100% of the principal amount of the Securities being redeemed on the Redemption Date; or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed on that
Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate (as defined below) plus 50 basis points, as determined by
the Independent Investment Banker (as defined below), plus, in each case, accrued and unpaid interest on the Securities to be redeemed to the Redemption Date. Notwithstanding the foregoing, installments of interest on Securities of this series that
are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders of such Securities as of the close of business on the relevant Regular Record Date, which
shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date, according to the Indenture. The Redemption Price will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. 
 The Corporation will mail notice of any redemption at least 30 days but not more than 60 days before
the Redemption Date to each registered holder of the Securities of this series to be redeemed. Once notice of redemption is mailed, the Securities of this series called for redemption will become due and payable on the Redemption Date at the
applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date. If the Corporation elects to redeem all or a portion of the Securities of this series, that redemption will not be conditional upon receipt by the Paying Agent or
the Trustee of monies sufficient to pay the Redemption Price. 
 Unless the Corporation defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the Securities of this series or portions thereof called for redemption. 
 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series to be redeemed that
would be utilized, at the time of selection and in accordance with 

  

 Annex I-7 








 
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities. 

“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date or (B) if only one Reference Treasury Dealer Quotation is received, such quotation. 
 “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Corporation to act as the “Independent Investment Banker.” 
 “Reference Treasury Dealer” means (A) BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.
(or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a
“Primary Treasury Dealer”), the Corporation will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Corporation. 
 “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Corporation, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Corporation by such Reference Treasury Dealer at 5:00 p.m. (New
York City time) on the third business day preceding such Redemption Date. 
 In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of and accrued and unpaid interest on
the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the Holders of the Securities of each series affected under the Indenture at any time
by the Corporation and the Trustee with the consent of the Holders of a majority in principal amount of the Securities of each series at the time Outstanding affected thereby. The Indenture contains provisions permitting the Holders of not less than
a majority in principal amount of the Securities of any series at the time Outstanding with respect to which a default under the Indenture shall have occurred and be continuing, on behalf of the Holders of all Securities of such series, to waive,
with certain exceptions, such past default with respect to such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  

 Annex I-8 








 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have
the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee, such Holder or Holders shall have offered the Trustee reasonable indemnity, and the Trustee, for 60 days after its receipt of such notice, shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or agency of the Corporation in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The
Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. 
 This Security shall be governed by and construed
in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. 
 All terms used in this
Security which are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture. 
  

 Annex I-9