Supplemental Indenture



 Exhibit 4.1 
 RECORDING REQUESTED BY RECORDED MAIL TO: 
 U.S. BANK NATIONAL ASSOCIATION 
 633 W. FIFTH STREET, 24th FLOOR 
 LOS ANGELES, CA 90071 
 ATTN: CORPORATE TRUST SERVICES 
 Index as a UCC Filing and an Indenture 
 This is a Security Agreement and a Mortgage of Chattels 
 as well as a Mortgage of Real Estate and Other Property 
 FIFTY-FIFTH SUPPLEMENTAL INDENTURE 

 FROM 
 SAN DIEGO
GAS & ELECTRIC COMPANY 
 TO 
 U.S. BANK NATIONAL ASSOCIATION 
 **************** 
 Dated as of May 14, 2009 







 TABLE OF CONTENTS* 
  

					
	 	  	 	  	Page
	Parties	  	1
	Recitals	  	l
	Granting Clauses	  	7
	Exceptions from Lien	  	7
	Habendum Clause	  	7
			
		  	ARTICLE I	  	
			
		  	SERIES GGG BONDS	  	
			
	Section 1.	  	Creation of Bonds of Series GGG, due 2039	  	8
	Section 2.	  	Authorization and Delivery of Bonds	  	9
	Section 3.	  	Issuable as Fully Registered Bonds; Form of Bond	  	9
	Section 4.	  	Global Securities	  	9
	Section 5.	  	Other Provisions and Endorsements	  	11
	Section 6.	  	Exchangeability of Series GGG Bonds, due 2039	  	11
	Section 7.	  	Offices or Agencies for Payment, Registration, Transfer and Exchange	  	11
	Section 8.	  	Certain Conditions as to Transfer	  	11
			
		  	ARTICLE II	  	
			
		  	MISCELLANEOUS PROVISIONS	  	
			
	Section 1.	  	This Indenture Supplemental to Indenture of July 1, 1940	  	11
	Section 2.	  	Defined Terms	  	11
	Section 3.	  	Counterparts	  	11
	Section 4.	  	Provisions Binding on Successors and Assigns	  	11
	Section 5.	  	Conflicting Provisions	  	11
	Section 6.	  	Governing Law	  	12
		
	Signatures and Attestation	  	S-1

  

	*	For convenience only and not part of the Fifty-Fifth Supplemental Indenture 








 THIS FIFTY-FIFTH SUPPLEMENTAL INDENTURE IS A SECURITY 
 AGREEMENT AND A MORTGAGE OF CHATTELS AS WELL AS 
 A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY 
 THIS FIFTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the fourteenth day of
May 2009, by and between SAN DIEGO GAS & ELECTRIC COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, having its principal office in that State in the City of San Diego (the
“Company”), and U.S. BANK NATIONAL ASSOCIATION, a banking association duly organized under an act known as the “National Bank Act,” of the United States of America, having a corporate trust office in the City of Los
Angeles, State of California, as Trustee (the “Trustee”). 
 WHEREAS,
the Company executed and delivered a Mortgage and Deed of Trust (the “Original Indenture”), dated July 1, 1940, to The Bank of California, National Association, as predecessor trustee to Bankers Trust Company of California,
National Association, as predecessor trustee to First Trust of California, National Association, (subsequently renamed U.S. Bank Trust National Association) as predecessor trustee to the Trustee, to secure payment of the principal of and the
interest on all bonds of the Company at any time outstanding thereunder according to their tenor and effect, and to provide the terms and provisions with respect to its First Mortgage Bonds, 3 3/
8% Series due July 1, 1970, issued in the aggregate principal amount of $16,000,000 and heretofore retired; and 
 WHEREAS, the Company executed and delivered to the then current trustee, a First Supplemental Indenture dated as of December 1, 1946, a Second
Supplemental Indenture dated as of March 1, 1948, a Third Supplemental Indenture dated as of April 1, 1952, a Fourth Supplemental Indenture dated as of April 1, 1954, a Fifth Supplemental Indenture dated as of October 1, 1955, a
Sixth Supplemental Indenture dated as of October 1, 1957, a Seventh Supplemental Indenture dated as of October 1, 1960, an Eighth Supplemental Indenture dated as of March 1, 1967, a Tenth Supplemental Indenture dated as of
December 1, 1968, an Eleventh Supplemental Indenture dated as of February 1, 1970, a Twelfth Supplemental Indenture dated as of September 1, 1971, a Thirteenth Supplemental Indenture dated as of January 15, 1974, a Fourteenth
Supplemental Indenture dated as of December 15, 1974, a Fifteenth Supplemental Indenture dated as of May 1, 1975, a Seventeenth Supplemental Indenture dated as of July 15, 1976, an Eighteenth Supplemental Indenture dated as of
March 15, 1977, a Nineteenth Supplemental Indenture dated as of May 1, 1978, a Twentieth Supplemental Indenture dated as of March 15, 1980, a Twenty-First Supplemental Indenture dated as of August 1, 1980, a Twenty-Second
Supplemental Indenture dated as of July 15, 1981, a Twenty-Third Supplemental Indenture dated as of January 15, 1982, a Twenty-Fourth Supplemental Indenture dated as of August 16, 1982, a Twenty-Fifth Supplemental Indenture dated as
of August 16, 1982, a Twenty-Sixth Supplemental Indenture dated as of August 16, 1982, a Twenty-Seventh Supplemental Indenture dated as of June 2, 1983, a Twenty-Eighth Supplemental Indenture dated as of July 15, 1983, a
Twenty-Ninth Supplemental Indenture dated as of September 1, 1983, a Thirty-First, Supplemental Indenture dated as of May 1, 1984, a Thirty-Second Supplemental Indenture dated as of December 1, 1984, a Thirty-Third Supplemental
Indenture dated as of September 1, 1985, a Thirty-Fourth Supplemental Indenture dated as of December 1, 1985, a Third-Fifth Supplemental Indenture dated as of July 1, 1986, a Thirty-Sixth Supplemental Indenture dated as of
December 1, 1986, a Thirty-Seventh Supplemental Indenture dated as of September 1, 1987, a Thirty-Eighth Supplemental Indenture dated as of April 15, 1990, a Thirty-Ninth Supplemental Indenture dated as of December 1, 1991, a
Fortieth Supplemental Indenture dated as of April 1, 1992, a Forty-First Supplemental Indenture dated as of June 15, 1992, a Forty-Second Supplemental Indenture dated as of September 1, 1992, a Forty-Third Supplemental Indenture dated
as of December 1, 1992, a Forty-Fourth Supplemental Indenture dated as of April 1, 1993, a Forty-Fifth Supplemental Indenture dated as of June 1, 1993, a Forty-Sixth Supplemental Indenture dated as of July 1, 1993, a
Forty-Seventh Supplemental Indenture dated as of June 1, 1995, a Forty-Eighth Supplemental Indenture dated as of June 1, 1995, a Forty-Ninth Supplemental Indenture dated as of June 1, 2004, a Fiftieth Supplemental Indenture dated as
of May 19, 2005, a Fifty-First Supplemental Indenture dated as of November 17, 2005, a Fifty-Second Supplemental Indenture dated as of June 8, 2006, a Fifty-Third Supplemental Indenture dated as of September 1, 2006, and a
Fifty-Fourth Supplemental Indenture dated as of September 20, 2007, whereby, among other things, the Company set forth certain of the particulars of the Bonds of series designated “First Mortgage Bonds, 2 3/4% Series due December 1,
1981” issued in the aggregate principal amount of $2,800,000, “First Mortgage Bonds, Series C due 1978” issued in the aggregate principal amount of $10,000,000, “First Mortgage Bonds, Series D due 1982” issued in the
aggregate principal amount of $512,000,000, “First Mortgage Bonds, Series 
  

 1 








 E due 1984” issued in the aggregate principal amount of $17,000,000, “First Mortgage Bonds, Series F due
1985” issued in the aggregate principal amount of $18,000,000, “First Mortgage Bonds, Series G due 1987” issued is the aggregate principal amount of $12,000,000, “First Mortgage Bonds, Series H due 1990” issued in the
aggregate principal amount of $30,000,000, “First Mortgage Bonds, Series I due 1997” issued in the aggregate principal amount of $25,000,000, “First Mortgage Bonds, Series J due 1998” issued in the aggregate principal amount of
$35,000,000, “First Mortgage Bonds, Series K due 2000” issued in the aggregate principal amount of $40,000,000, “First Mortgage Boards, Series L due 2001” issued in the aggregate principal amount of $45,000,000, “First
Mortgage Bonds, Series M due 2004” issued in the aggregate principal amount of $75,000,000, “First Mortgage Bonds, Series N due 1979” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series O due
1982” issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series P due 2006” issued in the aggregate principal amount of $45,000,000, “First Mortgage Bonds, Series Q due 2007” issued in the
aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series R due 2008” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series S due 2010” issued in the aggregate principal amount of
$50,000,000, “First Mortgage Bonds, Series T due 2010” issued in the aggregate principal amount of $75,000,000, “First Mortgage Bonds, Series U-1 due 1984, and U-2 due 1994” issued in the aggregate principal amount of $6,567,000
for Series U-1 and $13,268,000 for Series U-2, “First Mortgage Bonds, Series V due 2011” issued in the aggregate amount of $50,000,000, “First Mortgage Bonds, Series W due 1988” issued in the aggregate principal amount of
$40,000,000, “First Mortgage Bonds, Series X due 1987” issued in the aggregate principal amount of $20,000,000, “First Mortgage Bonds, Series Y due 1987” issued in the aggregate principal amount of $15,000,000, “First
Mortgage Bonds, Series Z, due 2013” issued in the aggregate principal amount of $65,000,000, “First Mortgage Bonds, Series AA, due 2018” issued in the aggregate principal amount of $150,000,000, “First Mortgage Bonds, Series BB,
due 2018” issued in the aggregate principal amount of $150,000,000, “First Mortgage Bonds, Series CC, due 2008” issued in the aggregate principal amount of $53,000,000, “First Mortgage Bonds Series DD, due 2008” issued in
the aggregate principal amount of $27,000,000, “First Mortgage Bonds, Series EE, due 2015” issued in the aggregate principal amount of $100,000,000, “First Mortgage Bonds, Series FF, due 2007” issued in the aggregate principal
amount of $35,000,000, “First Mortgage Bonds, Series GG, due 2021” issued in the aggregate principal amount of $44,250,000, “First Mortgage Bonds, Series HH, due 2021” issued in the aggregate principal amount of $381,350,000,
“First Mortgage Bonds, Series II due 2023” issued in the aggregate principal amount of $25,000,000, “First Mortgage Bonds, Series JJ, due 2015” issued in aggregate principal amount of $100,000,000, “First Mortgage Bonds,
Series KK, due 2015” issued in the aggregate principal amount of $14,400,000, “First Mortgage Bonds, Series LL, due 2022” issued in the aggregate principal amount of $60,000,000, “First Mortgage Bonds, Series MM due 2002”
issued in the aggregate principal amount of $80,000,000, “First Mortgage Bonds, Series NN” issued in the aggregate principal amount of $118,615,000, “First Mortgage Bonds, Series OO” issued in the aggregate principal amount of
$250,000,000, “First Mortgage Bonds, Series PP, due 2018” issued in the aggregate principal amount of $70,795,000, “First Mortgage Bonds, Series QQ, due 2018” issued in the aggregate principal amount of $14,915,000, “First
Mortgage Bonds, Series RR, due 2021” issued in the aggregate principal amount of $60,000,000, “First Mortgage Bonds, Series SS, due 2018” issued in the aggregate principal amount of $92,945,000, “First Mortgage Bonds, Series TT
due 2020” issued in the aggregate principal amount of $57,650,000, “First Mortgage Bonds, Series UU due 2020” issued in the aggregate principal amount of $16,700,000, “First Mortgage Bonds, Series VV due 2034” issued in the
aggregate principal amount of $43,615,000, “First Mortgage Bonds, Series WW due 2034” issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series XX due 2034” issued in the aggregate principal amount of
$35,000,000, “First Mortgage Bonds, Series YY due 2034” issued in the aggregate principal amount of $24,000,000, “First Mortgage Bonds, Series ZZ due 2034” issued in the aggregate principal amount of $33,650,000, “First
Mortgage Bonds, Series AAA due 2039” issued in the aggregate principal amount of $75,000,000, “First Mortgage Bonds, Series BBB due 2035” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series CCC
due 2015” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series DDD due 2026” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series EEE due 2018” issued in
the aggregate principal amount of $161,240,000, and “First Mortgage Bonds, Series FFF due 2037” issued in the aggregate principal amount of $250,000,000, respectively, all of which First Mortgage Bonds have heretofore been retired or
redeemed, except the Series KK due 2015, the Series OO, the Series RR due 2021, the Series VV due 2034, the Series WW due 2034, the Series XX due 2034, the Series YY due 2034, the Series ZZ due 2034, the Series AAA due 2039, the Series BBB due 2035,
the Series CCC due 2015, the Series DDD due 2026, the Series EEE due 2018 and the Series FFF due 2037, which are presently issued and outstanding; and 
  

 2 








 WHEREAS, certain of the provisions of the Original Indenture have been amended by the aforesaid Second
and Tenth Supplemental Indentures, a Ninth Supplemental Indenture dated as of August 1, 1968, a Sixteenth Supplemental Indenture dated August 28, 1975, and a Thirtieth Supplemental Indenture dated September 23, 1983; and 

WHEREAS, the Original Indenture and each of said Supplemental Indentures have been recorded in the Official Records of the Recorders of the Counties
of San Diego, Orange, Riverside, and Imperial in the State of California and the Counties, Yuma and Maricopa in the State of Arizona, as follows: 
  
  

											
	 	  	 	  	 Counties of

	 Document
	  	 Official Records
	  	 San Diego
	  	 Orange
	  	 Riverside
	  	 Imperial

	 Original
 Indenture
	  	 Book
 Page
 Date
	  	 1087
 1
 Oct. 10, 1940
	  	 1062
 300
 Oct. 10, 1940
	  	 1765
 364
 July 13, 1955
	  	 1369
 232
 Nov. 22, 1974

						
	 First
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 2321
 48
 Jan. 2, 1947
	  	 1506
 472
 Jan. 9, 1947
	  	 1765
 499
 July 13, 1955
	  	 1369
 332
 Nov. 22, 1974

						
	 Second
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 2537
 363
 Mar. 16, 1948
	  	 1616
 190
 Mar. 15, 1948
	  	 1765
 448
 July 13, 1955
	  	 1369
 343
 Nov. 22, 1974

						
	 Third
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 4424
 535
 Apr. 3, 1952
	  	 2311
 116
 Apr. 3, 1952
	  	 1765
 475
 July 13, 1955
	  	 1369
 370
 Nov. 22, 1974

						
	 Fourth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 5193
 217
 Apr. 2, 1954
	  	 2701
 153
 Apr. 2, 1954
	  	 1765
 336
 July 13, 1955
	  	 1369
 409
 Nov. 22, 1974

						
	 Fifth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 5893
 291
 Dec. 5, 1955
	  	 3304
 205
 Dec. 5, 1955
	  	 1829
 3
 Dec. 5, 1955
	  	 2369
 456
 Nov. 22, 1974

						
	 Sixth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 6829
 390
 Nov. 12, 1957
	  	 4099
 109
 Nov. 12, 1957
	  	 2175
 538
 Nov. 12, 1957
	  	 1369
 492
 Nov. 22, 1974

						
	 Seventh
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 1960 Series 1
 File No. 202061
 Oct. 10, 1960
	  	 5455
 385
 Oct. 10, 1960
	  	 2780
 3
 Oct. 10, 1960
	  	 1369
 541
 Nov. 22, 1974

						
	 Eighth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 1967 Series 8
 File No. 33860
 Mar. 13, 1967
	  	 8197
 129
 Mar. 13, 1967
	  	 Endorsement
 No. 20925
 Mar. 13, 1967
	  	 1369
 618
 Nov. 22, 1974

						
	 Ninth
 Supplemental
 Indenture
	  	 Book
 Page
 Doc. No.
 Date
	  	 1968 Series 9
  
 138926
 Aug. 14, 1968
	  	 8691
 69
 9816
 Aug. 14, 1968
	  	 78781
 Aug. 14, 1968
	  	 1369
 694
  
 Nov. 22, 1974


  

 3 









											
	 Tenth
 Supplemental
 Indenture
  
	  	 Book
 Page
 Doc. No.
 Date
	  	 1968 Series 9
  
 215131
 Dec. 9, 1968
	  	 8810
 375
  
 Dec. 9, 1968
	  	 Endorsement
 No. 119982
  
 Dec. 9, 1968
	  	 1369
 706
  
 Nov. 22, 1974

						
	 Eleventh
 Supplemental
 Indenture
  
	  	 Book
 Page
 Doc. No.
 Date
	  	 1970
  
 27782
 Feb. 16, 1970
	  	 9217
 516
  
 Feb. 16, 1970
	  	 Endorsement
 No. 14780
  
 Feb. 16, 1970
	  	 1369
 725
  
 Nov. 22, 1974

						
	 Twelfth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 212688
 Sept. 20, 1971
	  	 9810
 539
 Sept. 20, 1971
	  	 Endorsement
 No. 106508
 Sept. 20, 1971
	  	 1369
 744
 Nov. 22, 1974

						
	 Thirteenth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 74-006878
 Jan. 10, 1974
	  	 11055
 1
 Jan. 10, 1974
	  	 Endorsement
 No. 3853
 Jan. 10, 1974
	  	 1369
 763
 Nov. 22, 1974

						
	 Fourteenth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 74-322156
 Dec. 11, 1974
	  	 11303
 458
 Dec. 11, 1974
	  	 Endorsement
 No. 157219
 Dec. 11, 1974
	  	 1369
 1689
 Dec. 11, 1974

						
	 Fifteenth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 755-108612
 May 7, 1975
	  	 11395
 1879
 May 7, 1975
	  	 Instrument
 No. 52617
 May 7, 1975
	  	 1374
 809
 May 7, 1975

						
	 Sixteenth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 75-235624
 Sept. 2, 1975
	  	 11500
 1620
 Sept. 2, 1975
	  	 Instrument
 No. 107732
 Sept. 3, 1975
	  	 1378
 952
 Sept. 2, 1975

						
	 Seventeenth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 76-224493
 July 16, 1976
	  	 11815
 640
 July 16, 1976
	  	 Instrument
 No. 103484
 July 16, 1976
	  	 1389
 687
 July 16, 1976

						
	 Eighteenth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 77-100483
 Mar. 18, 1977
	  	 12110
 58
 Mar. 18, 1977
	  	 Instrument
 No. 45619
 Mar. 18, 1977
	  	 1398
 1675
 Mar. 18, 1977

						
	 Nineteenth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 78-194210
 May 12, 1978
	  	 12672
 1803-1822
 May 12, 1978
	  	 Instrument
 No. 94450
 May 12, 1978
	  	 1415
 1638
 May 12, 1978

						
	 Twentieth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 80-082569
 Mar. 11, 1980
	  	 13530
 722
 Mar. 11, 1980
	  	 Instrument
 No. 47195
 Mar. 11, 1980
	  	 1448
 1221
 Mar. 11, 1980

						
	 Twenty-First
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 80-245100
 Aug. 1, 1980
	  	 13687
 349
 Aug. 1, 1980
	  	 Instrument
 No. 139349
 Aug. 1, 1980
	  	 1455
 1660
 Aug. 1, 1980

						
	 Twenty-Second
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 81-22576
 July 17, 1981
	  	 Instrument
 No. 24605
 July 17, 1981
	  	 Instrument
 No. 135815
 July 17, 1981
	  	 1472
 508
 July 17, 1981

						
	 Twenty-Third
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 82-02387
 Jan. 27, 1982
	  	 Instrument
 No. 82-031423
 Jan. 27, 1982
	  	 Instrument
 No. 16093
 Jan. 27, 1982
	  	 1479
 1714
 Jan. 27, 1982

						
	 Twenty-Fourth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 82-257258
 Aug. 19, 1982
	  	 File/Page
 No. 82-291894
 Aug. 19, 1982
	  	 File/Page
 No. 82/143370212
 Aug. 19, 1982
	  	 1489
 Aug. 19, 1982

						
	 Twenty-Fifth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 82-257259
 Aug. 19, 1982
	  	 File/Page
 No. 82-291895
 Aug. 19, 1982
	  	 File/Page
 No. 82-143371
 Aug. 19, 1982
	  	 1489
 236
 Aug. 19, 1982


  

 4 









											
	 Twenty-Sixth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 82-257260
 Aug. 19, 1982
	  	 File/Page
 No. 82-291896
 Aug. 19, 1982
	  	 File/Page
 No. 82/143372260
 Aug. 19, 1982
	  	 1489
 Aug. 19, 1982

						
	 Twenty-Seventh
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 83-200545
 June 15, 1983
	  	 File/Page
 No. 83-253901
 June 15, 1983
	  	 File/Page
 No. 118670
 June 15, 1983
	  	 1503
 743
 June 15, 1983

						
	 Twenty-Eighth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 83-252396
 July 22, 1983
	  	 File/Page
 No. 83-316224
 July 22, 1983
	  	 File/Page
 No. 147671
 July 22, 1983
	  	 1505
 583
 July 22, 1983

						
	 Twenty-Ninth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 No. 83-339007
 Sept. 22, 1983
	  	 File/Page
 No. 83-417956
 Sept. 22, 1983
	  	 File/Page
 194083
 Sept. 22, 1983
	  	 1508
 1425
 Sept. 22, 1983


  

							
	 	  	 	  	Counties of
	 	  	Official Records	  	Yuma	  	Maricopa
	Thirtieth Supplemental Indenture Consisting of Original and Twenty-Nine Supplemental Indentures thereto	  	Book
 Page
 Book
 Page
 Date
	  	Docket 1352
 272-1002
 Docket 1353
 1-264
 Sept. 28,
1983
	  	File No.
 83-399354
  
  
 Oct. 3,
1983


  

															
	 	  	 	  	 Counties of

	 Document
	  	 Official Records
	  	 San Diego
	  	 Orange
	  	 Riverside
	  	 Imperial
	  	 Yuma
	  	 Maricopa

	 Thirty-First
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 84-161897
 5/2/84
	  	 File/Page
 84-180870
 5/2/84
	  	 File/Page
 92011
 5/2/84
	  	 1520
 1552
 4/30/84
	  	 Docket 1382
 743-761
 4/30/84
	  	 File No.
 84-186813
 5/2/84

								
	 Thirty-Second
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 84-466428
 12/14/84
	  	 File/Page
 84-517843
 12/14/84
	  	 File/Page
 267452
 12/14/84
	  	 1533
 753
 12/14/84
	  	 Docket 1413
 216-235
 12/14/84
	  	 File No.
 84-537706
 12/14/84

								
	 Thirty-Third
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 85-323210
 9/4/85
	  	 File/Page
 85-333505
 9/4/85
	  	 File/Page
 198810
 9/4/85
	  	 1546
 708
 9/4/85
	  	 Docket 1450
 816
 9/4/85
	  	 File No.
 85-418309
 9/4/85

								
	 Thirty-Fourth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 85-42465
 12/2/85
	  	 File/Page
 85-481794
 12/2/85
	  	 File/Page
 270136
 12/2/85
	  	 1550
 1573
 12/3/85
	  	 Docket 1463
 215
 12/3/85
	  	 File No.
 85-568874
 12/2/85

								
	 Thirty-Fifth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 86-279922
 7/8/86
	  	 File/Page
 86-290957
 7/8/86
	  	 File/Page
 158161
 7/8/86
	  	 1562
 549
 7/8/86
	  	 Docket 1491
 639-657
 7/8/86
	  	 File No.
 86-347412
 7/8/86

								
	 Thirty-Sixth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 86-576027
 12/10/86
	  	 File/Page
 86-606666
 12/10/86
	  	 File/Page
 314771
 12/10/86
	  	 1571
 240
 12/10/86
	  	 Docket 1512
 5-24
 12/10/86
	  	 File/Page
 86-680502
 12/10/86

								
	 Thirty-Seventh
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 87-532270
 9/21/87
	  	 File/Page
 87-530266
 9/21/87
	  	 File/Page
 273181
 9/21/87
	  	 1588
 844
 9/21/87
	  	 Docket 1555
 844
 9/21/87
	  	 File/Page
 87-585903
 9/21/87


  

 5 









															
	 Thirty-Eighth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 90-217585
 4/23/90
	  	 File/Page
 90-212277
 4/23/90
	  	 File/Page
 146794
 4/23/90
	  	 1646
 1280
 4/23/90
	  	 Docket 1686
 92-120
 4/23/90
	  	 File/Page
 88-176460
 4/23/90

								
	 Thirty-Ninth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 91-632073
 12/09/91
	  	 File/Page
 91-674397
 12/09/91
	  	 File/Page
 425578
 12/09/91
	  	 1687
 743
 12/09/91
	  	 Docket 1771
 711-728
 12/09/91
	  	 File/Page
 91-0574751
 12/09/91

								
	 Fortieth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 92-185636
 4/1/92
	  	 File/Page
 92-202372
 4/1/92
	  	 File/Page
 115201
 4/1/92
	  	 Book/Page
 92-06577
 4/1/92
	  	 Docket 1790
 954-970
 4/1/92
	  	 File/Page
 92-0169646
 4/1/92

								
	 Forty-First
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 92-0363471
 6/11/92
	  	 File/Page
 92-393790
 6/11/92
	  	 File/Page
 214904
 6/11/92
	  	 Book/Page
 92-011833
 6/11/92
	  	 Docket 1804
 73-88
 6/11/92
	  	 File/Page
 92-0317072
 6/11/92

								
	 Forty-Second
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 92-0650893
 10/13/92
	  	 File/Page
 92-692066
 10/13/92
	  	 File/Page
 384167
 10/13/92
	  	 Book/Page
 92-21988
 10/13/92
	  	 Docket 1824
 670-689
 10/13/92
	  	 File/Page
 92-0575062
 10/13/92

								
	 Forty-Third
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 92-0788665
 12/9/92
	  	 File/Page
 92-845626
 12/10/92
	  	 File/Page
 471625
 12/10/92
	  	 Book/Page
 92-27082
 12/9/92
	  	 Docket 1834
 187-206
 12/9/92
	  	 File/Page
 92-0700568
 12/9/92

								
	 Forty-Fourth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 93-0257065
 4/27/93
	  	 File/Page
 93-0277892
 4/27/93
	  	 File/Page
 153382
 4/27/93
	  	 Book/Page
 93-009487
 4/27/93
	  	 Docket 1859
 Fee 09300
 4/27/93
	  	 File/Page
 93-0246725
 4/26/93

								
	 Forty-Fifth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 93-0395609
 6/23/93
	  	 File/Page
 93-0420127
 6/23/93
	  	 File/Page
 239922
 6/23/93
	  	 Book/Page
 93-14224
 6/23/93
	  	 Docket
 Fee 14413
 6/23/93
	  	 File/Page
 93-0403060
 6/23/93

								
	 Forty-Sixth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 93-0474705
 7/26/93
	  	 File/Page
 93-0496100
 7/26/93
	  	 File/Page
 288868
 7/27/93
	  	 Book/Page
 93-17399
 7/27/93
	  	 Docket
 Fee 17163
 7/27/93
	  	 File/Page
 93-0487598
 7/27/93

								
	 Forty-Seventh
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 95-0230457
 6/01/95
	  	 File/Page
 95-0232951
 6/01/95
	  	 File/Page
 175604
 6/01/95
	  	 Book/Page
 95-11739
 6/01/95
	  	 Docket
 246-264
 6/01/95
	  	 File/Page
 95-0313576
 6/01/95

								
	 Forty-Eighth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 95-0230458
 6/01/95
	  	 File/Page
 95-0232952
 6/01/95
	  	 File/Page
 175605
 6/01/95
	  	 Book/Page
 95-11740
 6/01/95
	  	 Docket
 265-284
 6/01/95
	  	 File/Page
 95-0343577
 6/01/95

								
	 Forty-Ninth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 05-00384477
 1/14/05
	  	 File/Page
 04-683110
 7/28/04
	  	 File/Page
 04-0766976
 9/28/04
	  	 Book/Page
 04-021901
 7/15/04
	  	 Docket
 04-29663
 8/16/04
	  	 File/Page
 04-941699
 8/13/04

								
	 Fiftieth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 20050441722
 5/25/05
	  	 File/Page
 2005000405730
 5/26/05
	  	 File/Page
 20050145832
 5/25/05
	  	 Book/Page
 019964
 5/25/05
	  	 Docket
 200522373
 5/25/05
	  	 File/Page
 20050711918
 5/27/05

								
	 Fifty-First
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 20051016267
 11/23/05
	  	 File/Page
 2005000945695
 11/28/05
	  	 File/Page
 20050981667
 11/29/05
	  	 Book/Page
 2006005449
 1/30/06
	  	 Docket
 200553032
 12/2/05
	  	 File/Page
 20051852692
 12/7/05

								
	 Fifty-Second
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 2006-0413693
 6/12/06
	  	 File/Page
 2006000404447
 6/16/06
	  	 File/Page
 2006-0422620
 6/12/06
	  	 Book/Page
 2006-032418
 7/11/06
	  	 Docket
 2006-23999
 6/12/06
	  	 File/Page
 2006-0802735
 6/14/06


  

 6 









															
	 Fifty-Third
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 2006-0683713
 9/26/06
	  	 File/Page
 2006000643109
 9/27/06
	  	 File/Page
 713252
 9/27/06
	  	 Book/Page
 06-46145
 9/28/06
	  	 Docket
 2006-39635
 9/29/06
	  	 File/Page
 20061310143
 10/3/06

								
	 Fifty-Fourth
 Supplemental
 Indenture
	  	 Book
 Page
 Date
	  	 File/Page
 2007-0625504
 9/25/07
	  	 File/Page
 2007000581227
 9/25/07
	  	 File/Page
 2007-0600369
 9/25/07
	  	 Book/Page
 2007-036497
 9/25/07
	  	 Docket
 2007-33238
 9/25/07
	  	 File/Page
 2007-1062404
 9/26/07


 WHEREAS, the Board of Directors of the Company has duly authorized the creation of an additional
series of bonds to be designated “First Mortgage Bonds, Series GGG, due 2039,” as hereinafter set forth in this Fifty-Fifth Supplemental Indenture; and 
 WHEREAS, the execution and delivery of this Fifty-Fifth Supplemental Indenture has been duly authorized by resolution of the Board of Directors of the Company; and 
 WHEREAS, all the conditions and requirements necessary to make this Fifty-Fifth Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms and for the purposes herein expressed have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized. 
 NOW, THEREFORE, in order further to secure the payment of the principal of and interest on all of the bonds of the Company at any time outstanding under
the Original Indenture, as from time to time amended and supplemented (the “Indenture”) and to secure the performance and observance of each and every of the covenants and agreements of the Indenture, as from time to time amended
and supplemented, and for and in consideration of the premises, and of the sum of One Dollar ($1.00) to the Company duly paid by the Trustee (the receipt whereof is hereby acknowledged), the Company has executed and delivered this Fifty-Fifth
Supplemental Indenture and has granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated, granted a security interest in, set over and confirmed, and by these presents does grant, bargain, sell,
warrant, release, convey, assign, transfer, mortgage, pledge, hypothecate, grant a security interest in, set over and confirm unto U.S. Bank National Association, as Trustee, and to its respective successors in said trust forever, with power of
sale, all property, real, personal and mixed, now owned or hereafter acquired or to be acquired by the Company, and wheresoever situated (except such property as is expressly excepted or excluded from the lien and security interest of the Indenture,
and property of a successor corporation or corporations excluded from the lien and security interest thereof by the provisions of Section 3 of Article XIV thereof) subject to the rights reserved by the Company in and by other provisions of the
Indenture, including in the property subject and to be subject to the lien and security interest thereof and hereof (without in any manner limiting or impairing by the enumeration of the same scope and intent of the foregoing or of any general
description contained in the Original Indenture or in this or any other supplemental indenture) all lands, rights-of-way, other land rights, flowage and other water rights, power houses, dams, reservoirs, docks, roads, and buildings, structures and
other land improvements; steam, and other electric generating plants, including buildings and other structures, turbines, generators, exciters, boilers and other boiler plant equipment, condensing equipment, and all auxiliary equipment; stations and
substations; electric transmission and distribution systems, including structures, poles, towers, fixtures, conduits, insulators, wires, cables, transformers, services and meters; steam heating plants and systems, including mains and equipment, gas
plants, transmission and distribution systems, including pipe lines, structures, tanks, mains, compressor stations, purifier stations, pressure holders, governors, services and meters; communication systems, office, shop and other buildings and
structures, and equipment; apparatus and equipment and materials and supplies of all other kinds and descriptions; and all municipal and other franchises, leaseholds, licenses, permits, and privileges; 
 TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part
thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, proceeds, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity,
which the Company now has or may hereafter acquire in and to the aforesaid property and every part and parcel thereof (except such property as is expressly excepted or excluded from the lien and security interest of the Indenture, and property of a
successor corporation or corporations excluded from the lien and security thereof by the provisions of Section 3 of Article XIV thereof), subject to the rights reserved by the Company in and by other provisions of the Indenture; 
 It is hereby agreed by the Company that, except as aforesaid, all the property, rights, and franchises acquired by the Company after the date hereof
shall be as fully embraced within the lien and security interest hereof as if such property were now owned by the Company and were specifically described herein and conveyed and a security interest therein granted hereby; 
  

 7 








 SAVING AND EXCEPTING, HOWEVER, anything to the contrary notwithstanding contained herein or in the
granting clauses of the Original Indenture and said Supplemental Indentures (a) such property described or referred to in any of such granting clauses as has been from time to time, released or sold free from the lien and security interest of
the Original Indenture (or the Original Indenture, as supplemented) in accordance and compliance with the provisions thereof (or of the Original Indenture, as supplemented, as the case may be), and (b) all of the following property (whether now
owned by the Company or hereafter acquired by it): (1) all gas, electric energy and steam produced, purchased or otherwise acquired; (2) all contracts, choses in action, shares of stock, bonds, notes, evidences of indebtedness, and other
securities, other than any of the foregoing which maybe required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture or are required by some express provision thereof to be deposited with the
Trustee; (3) merchandise and appliances at any time acquired for the purpose of sale or lease to customers and others and contracts for the sale of merchandise and appliances; (4) motor vehicles; (5) timber on land owned by the
Company; (6) minerals or mineral rights in lands owned by the Company; (7) oil, coal or gas, or oil, coal or gas rights in land owned by the Company or gas wells or oil wells or equipment therefore or coal mines or equipment therefore;
(8) fuel and other personal property which are consumable in their use in the operation of the properties of the Company; (9) bills and accounts receivable; (10) cash on hand and in banks other than such cash as may be deposited from
time to time with the Trustee in accordance with the provisions of the Indenture or as is required by some express provision thereof to be deposited with the Trustee; and (11) the last day of the term of each leasehold estate now or hereafter
enjoyed by the Company. The Company may, however, expressly subject to the lien and security interest and operation of the Original Indenture and all indentures supplemental thereto all or any part of the property of the character described in
clause (b) of this paragraph; 
 TO HAVE AND TO HOLD all said properties, real, personal and mixed, mortgaged, pledged, or conveyed and
in which a security interest has been granted by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever, subject, however, to Permitted Liens as defined in the Indenture; 
 IN TRUST NEVERTHELESS, for the equal pro rata benefit and security as provided in the Original Indenture and all indentures supplemental thereto of all
and every of the bonds issued and to be issued in accordance with the provisions of the Original Indenture and all indentures supplemental thereto, without preference, priority or distinction as to lien or security interest of any over the others by
reason of priority in time of the issue, negotiation or maturity thereof, subject, however, to the provisions of the Original Indenture and all indentures supplemental thereto relating to any sinking fund or similar fund for the benefit of the bonds
of any particular series; 
 The Company does further covenant and agree with the Trustee as follows: 
 ARTICLE I 
 SERIES GGG BONDS 

 Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the said Supplemental
Indentures (including this Fifty-Fifth Supplemental Indenture), a series of bonds designated Series GGG, due 2039, each of which shall bear the descriptive title “First Mortgage Bonds, Series GGG, due 2039” (herein sometimes referred to as
“Series GGG Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series GGG Bonds shall mature on June 1, 2039 and shall be issued in
denominations of $ 1,000 and integral multiples thereof as the Company may from time to time execute and deliver. The Series GGG Bonds shall bear interest at the rate and from the date, shall be expressed to mature as to principal, and shall be
payable as to principal and interest at such place or places and in such money, all as provided in the form of Series GGG Bond set forth on Exhibit A hereto (the “Form of Bond”) and by the applicable provisions of the
Indenture. In addition, May 14, 2009 shall be an Interest Payment Date for the Series GGG Bonds for purposes of Section 9 of Article II of the Indenture, provided that no interest shall be payable on such date. Both the principal
and interest on the Series GGG Bonds shall be payable at the corporate trust office of the Trustee in the City and County of San Francisco, State of California. The Series GGG Bonds shall be dated as in Section 9 of Article II of the Indenture
provided with respect to registered bonds without coupons. 
  

 8 








 The Series GGG Bonds shall further be redeemable, exchangeable, transferable and otherwise have the terms
set forth in the Form of Bond. 
 The Series GGG Bonds shall otherwise be of such terms, provisions, tenor and form as provided in this
Fifty-Fifth Supplemental Indenture. 
 Section 2: The Series GGG Bonds shall be executed, authenticated and delivered in
accordance with the provisions and shall be entitled to the protection and security, of the Original Indenture supplemented by this Fifty-Fifth Supplemental Indenture and the other supplemental indentures, and shall be subject to all of the terms,
conditions and covenants and limitations thereof. The aggregate principal amount of the Series GGG Bonds, which may be executed by the Company and authenticated and delivered by the Trustee and secured by the Indenture as from time to time in
effect, is limited only to the extent provided in Section 1 of Article II of the Original Indenture. 
 Section 3: The
Series GGG Bonds shall be issued only as fully registered bonds without coupons. The fully registered bonds without coupons and the certificate of authentication to be endorsed on all Series GGG Bonds shall be substantially in the form set forth on
the Form of Bond. In addition, the Series GGG Bonds may be issuable in whole or in part in the form of one or more securities that evidences all or part of the bonds of such series which is issued to a depository or a nominee thereof for such series
(a “Global Security”) and, in such case, the Board of Directors of the Company shall appoint a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), designated to act
as depositary (a “depositary”) for such Global Securities. The definitive Series GGG Bonds shall be numbered in such manner as the Company shall at any time or from time to time determine. 
 Section 4: In the event the Series GGG Bonds are issued as a Global Security the following provisions, in addition to the provisions of the
Indenture, shall apply: 
 (1) Each Global Security authenticated under the Indenture shall be registered in the name of the depositary
designated for such Global Security or a nominee thereof and delivered to such depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single bond for all purposes of this Supplemental Indenture.

 (2) Notwithstanding any other provision in this Supplemental Indenture, no Global Security may be exchanged in whole or in part for
bonds registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the depositary for such Global Security or a nominee thereof unless (A) such depositary has notified the Company
that it is unwilling or unable to continue as depositary for such Global Security and a successor depositary has not been appointed by the Company within 90 days of receipt by the Company of such notification, (B) if at any time the depositary
ceases to be a clearing agency registered under the Exchange Act at a time when the depositary is required to be so registered to act as such depositary and no successor depositary shall have been appointed by the Company within 90 days after it
became aware of such cessation, (C) the Company, in its sole discretion, executes and delivers to the Trustee a written order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary to the effect that such Global Security, together with all other Global Securities of the same series, shall be exchangeable as described below, or (D) a “completed
default” (as defined in the Indenture) has occurred and is continuing with respect to the Series GGG Bonds. If any of the events described in clauses (A) through (D) of the preceding sentence occur, the beneficial owners of interests
in the relevant Global Securities will be entitled to exchange those interests for definitive bonds and, without unnecessary delay but in any event not later than the earliest date on which those interests may be so exchanged, the Company will
deliver to the Trustee definitive bonds in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in an aggregate principal amount equal to the principal amount of such
Global Securities, such bonds to be duly executed by the Company. On or after the earliest date on which such beneficial interests may be so exchanged, such Global Securities shall be surrendered from time to time by the depositary as shall be
specified in the order from the Company with respect thereto (which the Company agrees to deliver), and in accordance with any instructions given to the Trustee and the depositary (which instructions shall be in writing but need not be contained in
or accompanied by an officers’ certificate or be accompanied by an opinion of counsel), as shall be specified in the order from the Company with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in
whole or in part, for definitive bonds as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for 
  

 9 








 each portion of such surrendered Global Security, a like aggregate principal amount of definitive bonds of the same
series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to such depositary or its custodian. If
a definitive bond is issued in exchange for any portion of a Global Security after the close of business at the place where such exchange occurs on or after (i) any regular record date for the date the interest is due (the “Interest
Payment Date”) for such bond and before the opening of business at that place of payment on the next Interest Payment Date, or (ii) any special record date for the payment of interest for such bond and before the opening of business at
such place of payment on the related proposed date for the payment of the interest which was not punctually paid or duly provided for on any Interest Payment Date, as the case may be, interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such definitive bond, but shall be payable on the Interest Payment Date or proposed date for payment, as the case may be, only to the person to whom interest in respect of such portion of
such Global Security shall be payable in accordance with the provisions of this Indenture. 
 (3) Subject to Clause (2) above,
any exchange or transfer of a Global Security for other bonds may be made in whole or in part, and all bonds issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the depositary for
such Global Security shall direct. 
 (4) Every bond authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, a Global Security or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such bond is registered in the name of a person other than the depositary for such Global Security
or a nominee thereof. 
 (5) Unless otherwise specified as contemplated by Section 1 of Article I of this Supplemental Indenture
for the bonds evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
  

 10 








 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. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

 Section 5: The Series GGG Bonds may contain or have imprinted thereon such provisions or specifications not inconsistent with
the Indenture as may be required to comply with the rules of any stock exchange or any federal or state authority or commission, or to comply with usage with respect thereto, and may bear such other appropriate endorsements or notations as are
authorized or permitted by the Indenture. 
 Section 6: In the manner and subject to certain conditions and limitations specified
herein and in the Indenture, Series GGG Bonds may be exchanged without a service charge for a like aggregate principal amount of such Series GGG Bonds of other authorized denomination or denominations; provided that the Company may require
payment of a sum or sums sufficient to reimburse it for any stamp tax or other governmental charge payable in connection therewith. 
 Section 7: The Company shall maintain in the City and County of San Francisco, State of California, and in such other place or places as the Company may designate at any time or from time to time, an office or agency where
Series GGG Bonds may be presented for payment, registration, transfer and exchange as provided therein or in the Indenture. Such office or agency in the City and County of San Francisco shall be the corporate trust office of the Trustee unless and
until the Company shall designate another office or agency by notice in writing delivered to the Trustee. Notwithstanding the foregoing, if and when definitive bonds are issued, the Company shall maintain in the Borough of Manhattan, City and County
of New York, State of New York, an office or agency where Series GGG Bonds may be presented for payment, registration, transfer and exchange as provided therein or in the Indenture. 
 Section 8: No transfer or exchange of any Series GGG Bonds pursuant to any of the provisions of this Article I shall be made except upon and
in accordance with all of the applicable terms, provisions and conditions of said bonds and of the Indenture. 
 ARTICLE II 

MISCELLANEOUS PROVISIONS 
 Section 1: This instrument is executed and shall be construed as an indenture supplemental to the Original Indenture and shall form a part thereof and, as supplemented by this Fifty-Fifth Supplemental Indenture, the Original
Indenture as heretofore supplemented and amended is hereby confirmed. 
 Section 2: All terms used in this Fifty-Fifth
Supplemental Indenture shall be taken to have meaning as in the Original Indenture, as heretofore supplemented and amended, except terms which may be otherwise expressly defined herein and in cases where the context clearly indicates otherwise.

 Section 3: In order to facilitate the filing of this Fifty-Fifth Supplemental Indenture the same may be executed in several
counterparts each of which, when so executed, shall be deemed to be an original, but such counterparts shall constitute but one and the same instrument. 
 Section 4: All of the covenants, stipulations, promises and agreements in this Fifty-Fifth Supplemental Indenture by or on behalf of the Company shall bind its successors and assigns, whether so expressed
or not. 
 Section 5: To the extent any provision in this Fifty-Fifth Supplemental Indenture conflicts with any provision in the
Indenture, the provisions of this Fifty-Fifth Supplemental Indenture shall govern; provided, however, that in the event such conflict would require bondholder consent, the terms and provisions of the Indenture shall govern. 

 

 11 








 Section 6: The Original Indenture, insofar as it applies to the Series GGG Bonds, this
Fifty-Fifth Supplemental Indenture and the Series GGG Bonds shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof. 
 {Signature Page Follows} 
  

 12 








 IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused this Fifty-Fifth Supplemental
Indenture to be signed in its name and behalf by its duty authorized officer and its corporate seal to be hereunto affixed duly attested by its Secretary or one of its Assistant Secretaries, and U.S. BANK NATIONAL ASSOCIATION, to evidence its
acceptance of the trusts hereby created, has caused this Fifty-Fifth Supplemental Indenture to be signed in its name and behalf by its duly authorized officer as of the day and year first above written. 
  

			
	 SAN DIEGO GAS & ELECTRIC COMPANY

		
	 By:
	 	 /s/ Robert Schlax

	 Name:
	 	 Robert Schlax

	 Title:
	 	Vice President, Chief Financial Officer and Controller


 Attest: 
  

			
	 By:
	 	 /s/ Jennifer Jett

	 Name:
	 	 Jennifer Jett

	 Title:
	 	 Secretary


  

			
	 U.S. BANK NATIONAL ASSOCIATION, AS
 TRUSTEE

		
	 By:
	 	 /s/ Fonda Hall

	 Name:
	 	 Fonda Hall

	 Title:
	 	 Vice President



 Supplemental Indenture 
  

 13 









					
	 STATE OF CALIFORNIA
	  	)	 	
		  	)	 	ss.:
	 COUNTY OF SAN DIEGO
	  	)	 	

 On May 12, 2009, before me, Harper E. Wells, a Notary Public, in and for said County and
State, personally appeared Robert Schlax, a Vice President and the Chief Financial Officer and Controller, and Jennifer Jett, the Secretary, of SAN DIEGO GAS & ELECTRIC COMPANY, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the entity upon behalf of
which they acted, executed the instrument. 
 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct. 
 WITNESS my hand and official seal. 
  

									
		 		 	[SEAL]
					
		 	 /s/ Harper E Wells
	 		 		 	
		 		 		 		 	

  
  

					
	 STATE OF CALIFORNIA
	  	)	 	
		  	)	 	ss.:
	 COUNTY OF LOS ANGELES
	  	)	 	

 On May 12, 2009, before me, Nancy R. Perez, a Notary Public, in and for said County and
State, personally appeared Fonda Hall, of U.S. BANK NATIONAL ASSOCIATION, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity, and that by her signature on the instrument the entity upon behalf of which he/she acted, executed the instrument. 
 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 
 WITNESS my hand and official seal. 
  

									
		 		 	[SEAL]
					
		 	 /s/ Nancy R. Perez
	 		 		 	
		 		 		 		 	

 Supplemental Indenture 
  


 14 








 EXHIBIT A 
 FORM OF BOND 
 (Attached) 
  

 15 








 [If this bond is issued as a global security, insert the following legend: 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. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.] 
 SAN DIEGO GAS & ELECTRIC COMPANY 

(INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA) 
 6.00% FIRST MORTGAGE BOND, 
 SERIES GGG, DUE 2039 
  

					
	 No.             
	  	$                    	  	

 SAN DIEGO GAS & ELECTRIC COMPANY, a corporation organized and existing under the laws of
the State of California (hereinafter called the “Company”, which term shall include any successor corporation, as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to
                                         
                        [If this bond is issued as a global security, insert “CEDE & CO.” in the foregoing
space] or registered assigns, the principal sum of
                                        
in lawful money of the United States of America, on the first day of June, 2039, and to pay interest thereon from the date of this bond, at the rate of 6.00% per annum in like lawful money, payable semi-annually, on the first day of June and
December in each year, to the holder of record of this bond on the immediately preceding fifteenth day of May and November, respectively, commencing December 1, 2009, until the Corporation’s obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture hereinafter mentioned. Both the principal of and interest on this bond will be paid at the corporate trust office of U.S. Bank National Association, or its successor trustee under said
Indenture, in the City and County of San Francisco, State of California [if this bond is a definitive bond, insert: “, or at the office or agency in the Borough of Manhattan, City and County of New York, State of New York, that the Corporation
maintains for such purpose”]. Notwithstanding the foregoing, so long as the holder of this bond is a depositary, or its nominee, payment of the principal of (and premium, if any) and interest on this bond will be made by wire transfer of
immediately available funds. 
 The provisions of this bond are continued following the signature blocks below and such continued provisions
shall for all purposes have the same effect as though fully set forth at this place. 
 This bond shall not be valid or become obligatory for
any purpose unless and until U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture, as amended, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon. 







 IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused this instrument to be executed
in its name by the signature or facsimile signature of its President or any Vice President and its corporate seal, or a facsimile thereof to be hereto affixed and attested by the signature or facsimile signature of its Secretary or any Assistant
Secretary. 
  

									
	 Dated:
	 	  
	 		 	SAN DIEGO GAS & ELECTRIC COMPANY
					
		 		 		 	 By:.
	 	  

		 		 		 	President or Vice President

 (CORPORATE SEAL) 
 Attest: 
  

	
	  

	Secretary or Assistant Secretary








 This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds,
of the series and designation indicated on the face hereof (the “Series GGG Bonds”), all issued and to be issued under and equally secured by a Mortgage and Deed of Trust dated July 1, 1940, and indentures supplemental thereto,
including the Fifty-Fifth Supplemental Indenture dated as of May 14, 2009 (which Mortgage and Deed of Trust, as so supplemented, is herein called the “Indenture”) executed by the Company to U.S. Bank National Association, as
Trustee (herein called the “Trustee”), to which Indenture reference is hereby made for a description of the property mortgaged, pledged, hypothecated and in which a security interest was granted, the nature and extent of the
security, the rights of the holders of the Series GGG Bonds as to such security, and the terms and conditions upon which the Series GGG Bonds may be issued under the Indenture and are secured. The principal hereof may be declared or may become due
on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. 
 Interest on the Series GGG Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months. 
 With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company or of the holders of the Series GGG Bonds, or the terms and provisions of the
Indenture or of any indentures supplemental thereto, may be modified or altered by the affirmative vote of the holders of the percentage of principal amount of bonds required by the Indenture; provided, however, that without the
consent of the holder hereof no such modification or alteration shall permit the reduction of the principal or the extension of the maturity of the principal of this bond, or the reduction of the rate of interest hereon, or any other modification of
the terms of payment of such principal or interest. 
 The Company, the Trustee, any paying agent, any registrar, and any depositary may deem
and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and interest hereon and for all other purposes and shall not be affected by any
notice to the contrary. 
 All or a portion of the Series GGG Bonds may be redeemed at the Company’s option at any time or from time to
time. The price at which the Series GGG Bonds will be redeemed (the “Redemption Price”) on the date fixed for such redemption (the “Redemption Date”) will be equal to the greater of the following amounts:
(a) 100% of the principal amount of the Series GGG Bonds 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 Series GGG Bonds being redeemed on
that Redemption Date (not including any portion of any payments of accrued and unpaid interest to the Redemption Date) discounted to the Redemption Date on a semiannual basis at the Adjusted Treasury Rate (as defined below) plus 35 basis points, as
determined by the Independent Investment Banker (as defined below), plus, in each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, installments of interest on Series GGG Bonds 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 Series GGG Bonds as of the close of business on the relevant record date. The Redemption Price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. 
 Notice of any redemption will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each registered holder of the Series GGG Bonds to be redeemed. Once notice of redemption is mailed, the Series GGG Bonds called for redemption will become due and payable on the Redemption Date and
at the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date. Redemption will not be conditional upon receipt by the Trustee of monies sufficient to pay the Redemption Price. 
 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Series GGG Bonds or
portions thereof called for redemption. The Company will pay the Redemption Price and any accrued interest once the Series GGG Bonds are surrendered for redemption. If only a portion of the Series GGG Bonds are redeemed, the Trustee will deliver new
Series GGG Bonds for the remaining portion without charge. 
 “Adjusted Treasury Rate” means, with respect to any Redemption
Date, the rate per annum equal to the semiannual 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 Series GGG Bonds to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such Series GGG Bonds. 
 “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 Company to act as the
“Independent Investment Banker.” 
 “Reference Treasury Dealer” means (A) Morgan Stanley & Co.
Incorporated and UBS Securities LLC (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 Company will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Company, 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 Company 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 that the Company elects to redeem only a portion of the
Series GGG Bonds, the bonds to be redeemed shall be selected in accordance with the procedures of The Depository Trust Company, in the case of bonds represented by a global security, or by the Trustee by a method the Trustee deems to be fair and
appropriate, in the case of bonds that are not represented by a global security. 
 As more fully provided in and subject to the provisions
of the Indenture, the Series GGG Bonds are also subject to redemption on any date, under certain circumstances specified in Section 13 of Article XI of the Indenture in case of the disposition or taking of certain properties of the Company, at
100% of the principal amount thereof, together with accrued interest thereon. 
 This bond is transferable as prescribed in the Indenture by
the registered owner hereof in person, or by his duty authorized attorney, at the corporate trust office of the Trustee in the City and County of San Francisco, State of California, upon surrender and cancellation of this bond and thereupon a new
registered bond of the same series and principal amount will be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of any tax or taxes or other governmental charges required to be paid by the Company by reason
of such transfer. 
 The registered owner of any Series GGG Bond, at the option of such holder, may surrender the same, accompanied by a
written instrument of transfer in form approved by the Company duly executed by the registered owner, at the corporate trust office of the Trustee in the City and County of San Francisco, State of California, for cancellation in exchange for another
or other registered bonds of the said series of higher or lower authorized denominations of an aggregate principal amount equal to the aggregate principal amount of the bond or bonds so surrendered and bearing interest as provided in Section 9
of Article II of the Indenture, and upon payment of any tax or taxes or other governmental charges required to be paid by the Company by reason of such exchange and subject to the terms and conditions specified in the Indenture, thereupon the
Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other bonds to such registered owner at its office or at such agency of the Company, at the option of such registered owner. 







 No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this
bond, or any part thereof, or of any claim based herein or in respect hereof or of said Indenture, against any incorporator, or any past or future stockholder, officer or director, as such, of the Company or of any predecessor or successor
corporation, either directly or through the Company, or through any such predecessor or successor corporation, or through any receiver or a trustee in bankruptcy, whether, by virtue of any constitution, statute or rule of law or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof expressly waived and released, as more fully provided in the Indenture. 
 ************** 
 This bond is one of the
bonds of the Series designated therein, described in the within-mentioned Indenture 
 U.S. BANK NATIONAL ASSOCIATION, 
 As Trustee 
 By
                                         
        
 Authorized Officer