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-SIXTH SUPPLEMENTAL INDENTURE 

FROM 

SAN DIEGO GAS & ELECTRIC COMPANY 

TO 

U.S. BANK NATIONAL ASSOCIATION 

**************** 

Dated as of May 13, 2010 







 TABLE OF CONTENTS* 

 

					
	 	  	Page
	Parties	  	1
	Recitals	  	l
	Granting Clauses	  	7
	Exceptions from Lien	  	7
	 Habendum Clause
	  	7
	
	ARTICLE I
	
	SERIES HHH BONDS
			
	Section 1.	  	Creation of Bonds of Series HHH, due 2040	  	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 HHH Bonds, due 2040	  	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-Sixth Supplemental Indenture 








 THIS FIFTY-SIXTH SUPPLEMENTAL INDENTURE IS A SECURITY 

AGREEMENT AND A MORTGAGE OF CHATTELS AS WELL AS 

A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY 

THIS FIFTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of the thirteenth day of May 2010, 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 Thirty-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, a Fifty-Fourth Supplemental Indenture dated as of September 20, 2007, and a Fifty-Fifth Supplemental Indenture dated as of May 14, 2009, 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

  

 1 








 
principal amount of $512,000,000, “First Mortgage Bonds, Series 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, “First Mortgage Bonds, Series FFF due 2037” issued in the aggregate principal amount of $250,000,000 and “First Mortgage Bonds, Series GGG due 2039” issued in the aggregate
principal amount of $300,000,000, 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, the Series FFF due 2037 and the Series GGG due 2039,
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


  

 4 









											
	 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

						
	 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
	  	 	  	 
	Thirtieth	  	 Official

Records
	  	 Yuma
	  	 Maricopa
	  	 	  	 
	 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

								
	Fifty-Fifth Supplemental Indenture	  	 Book
 Page

Date
	  	 File/Page

2009-0320954
 6/12/09
	  	 File/Page
 2009000305886

 6/12/09
	  	 File/Page

2009-0311041
 6/18/09
	  	 Book/Page

2009-017587
 6/12/09
	  	 Docket
 16744

6/15/09
	  	 File/Page

20090542104
 6/15/09



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 HHH, due 2040,” as hereinafter set forth in this Fifty-Sixth Supplemental Indenture; and 

WHEREAS, the execution and delivery of this Fifty-Sixth 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-Sixth 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-Sixth 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; 
  

 7 








 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; 
 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 therefor or coal mines or equipment
therefor; (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 HHH BONDS 

Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the said Supplemental
Indentures (including this Fifty-Sixth Supplemental Indenture), a series of bonds designated Series HHH, due 2040, each of which shall bear the descriptive title “First Mortgage Bonds, Series HHH, due 2040” (herein sometimes referred to as
“Series HHH Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series HHH Bonds shall mature on May 15, 2040 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 HHH 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 HHH Bond set forth on Exhibit A hereto (the “Form of Bond”) and by the applicable provisions of the
Indenture. In addition, May 13, 2010 shall be an Interest Payment Date for the Series HHH Bonds for purposes of Section 9 of Article II of the Indenture, provided that no interest shall be payable on

  

 8 








 
such date. Both the principal and interest on the Series HHH 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 HHH Bonds shall be dated as in Section 9 of Article II of the Indenture provided with respect to registered bonds without coupons. 

The Series HHH Bonds shall further be redeemable, exchangeable, transferable and otherwise have the terms set forth in the Form of Bond.

 The Series HHH Bonds shall otherwise be of such terms, provisions, tenor and form as provided in this Fifty-Sixth
Supplemental Indenture. 
 Section 2: The Series HHH 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-Sixth 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 HHH 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 HHH 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 HHH Bonds shall be substantially in the form set forth on the Form of Bond. In addition, the Series HHH 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 HHH
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 HHH 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 HHH 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

  

 9 








 
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 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. 

 

 10 








 (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: 

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 HHH 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 HHH Bonds may be exchanged without a service charge for a like aggregate principal amount of such Series HHH 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 HHH 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 HHH 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 HHH 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-Sixth Supplemental Indenture, the Original Indenture as heretofore supplemented and amended is hereby confirmed. 

Section 2: All terms used in this Fifty-Sixth 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-Sixth 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-Sixth 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-Sixth Supplemental Indenture conflicts with any provision in the Indenture, the provisions of this Fifty-Sixth 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 HHH
Bonds, this Fifty-Sixth Supplemental Indenture and the Series HHH 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-Sixth
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-Sixth 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, Controller, Treasurer and Chief Accounting Officer



(CORPORATE SEAL) 
 Attest: 

 

					
	By:	 	 /s/ W. Davis Smith

		 	Name:	 	W. Davis Smith
		 	Title:	 	Assistant Secretary

  

					
	U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	 /s/ Fonda Hall

		 	Name:	 	Fonda Hall
		 	Title:	 	Vice President


  

 13 









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

 On May 11, 2010, before me, Linda M. Baker, a Notary Public, in and for said County and State,
personally appeared Robert M. Schlax, a Vice President and the Chief Financial Officer, Controller, Treasurer and Chief Accounting Officer, and W. Davis Smith, an Assistant Secretary, of SAN DIEGO GAS & ELECTRIC COMPANY, 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. 

/s/ Linda M.
Baker                                        
[SEAL] 
  

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

 On May 12, 2010, before me, F. Reidelbach, a Notary Public, in and for said County and State,
personally appeared Fonda J. 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 she
executed the same in her authorized capacity, and that by her signature on the instrument the entity upon behalf of which 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. 

/s/ F.
Reidelbach                                        
  [SEAL] 
  

 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) 

5.35% FIRST MORTGAGE BOND, 

SERIES HHH, DUE 2040 
  

			
	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 fifteenth day of May, 2040, and to pay interest thereon from the date of this bond, at the rate of 5.35% per annum in like lawful money, payable semi-annually, on the fifteenth day of May and
November in each year, to the holder of record of this bond on the immediately preceding first day of May and November, respectively, commencing November 15, 2010, 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 HHH 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-Sixth Supplemental Indenture dated as of May 13, 2010 (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 HHH Bonds as to such security, and the terms and conditions upon which the Series HHH 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 HHH 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 HHH 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 HHH Bonds may be redeemed at the Company’s option at any time or from time to time. The price at
which the Series HHH 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 HHH 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 HHH 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 15 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 HHH 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 HHH Bonds as of the close of business on the relevant record date according to the terms of the Series HHH
Bonds and the Indenture. 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 HHH Bonds to be redeemed. Once notice of redemption is mailed, the Series HHH 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 HHH Bonds or portions thereof called for redemption. The Company will pay the Redemption Price and any accrued interest once the Series HHH Bonds are surrendered for redemption. If only a portion of the Series HHH Bonds are redeemed, the
Trustee will deliver new Series HHH 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 HHH 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 HHH 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) Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. 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 HHH 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 HHH 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 HHH 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