San Diego Gas & Electric 8K Other Events | SEC 12 Mar 15

San Diego Gas & Electric 8-KOther Events

Exhibit 4.1

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

U.S. BANK NATIONAL ASSOCIATION

633 W. FIFTH STREET, 24th FLOOR

LOS ANGELES, CA 90071

ATTN: GLOBAL 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

SIXTY-THIRD SUPPLEMENTAL INDENTURE

FROM

SAN DIEGO GAS & ELECTRIC COMPANY

U.S. BANK NATIONAL ASSOCIATION, as Trustee

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

Dated as of March 12, 2015

THIS SIXTY-THIRD SUPPLEMENTAL INDENTURE IS A SECURITY

AGREEMENT AND A MORTGAGE OF CHATTELS AS WELL AS

A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY

THIS SIXTY-THIRD SUPPLEMENTAL INDENTURE, dated as of the 12th day of March 2015, 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 1, 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, a Fifty-Fifth Supplemental Indenture dated as of May 14, 2009, a Fifty-Sixth Supplemental Indenture dated as of May 13, 2010, a Fifty-Seventh Supplemental Indenture dated as of August 26, 2010, a Fifty-Eighth Supplemental Indenture dated as of August 18, 2011, a Fifty-Ninth Supplemental Indenture dated as of October 6, 2011, a Sixtieth Supplemental Indenture dated as of November 17, 2011, a Sixty-First Supplemental Indenture dated as of March 22, 2012 and a Sixty-Second Supplemental Indenture dated September 9, 2013, 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 $12,000,000, “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 in 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 $81,350,000, “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 due 2027” 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, “First Mortgage Bonds, Series GGG due 2039” issued in the aggregate principal amount of $300,000,000, “First Mortgage Bonds, Series HHH due 2040” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series III due 2040” issued in the aggregate principal amount of

$500,000,000, “First Mortgage Bonds, Series JJJ due 2021” issued in the aggregate principal amount of $350,000,000, “First Mortgage Bonds, Series LLL due 2041” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series MMM due 2042” issued in the aggregate principal amount of $250,000,000 and “First Mortgage Bonds, Series NNN due 2023” issued in the aggregate principal amount of $450,000,000, respectively, all of which First Mortgage Bonds have heretofore been retired or redeemed, except the Series OO due 2027, 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, the Series GGG due 2039, the Series HHH due 2040, the Series III due 2040, the Series JJJ due 2021, the Series LLL due 2041, the Series MMM due 2042 and the Series NNN due 2023, which are presently issued and outstanding and, contemporaneously with the execution and delivery of this Sixty-Third Supplemental Indenture, the Company is executing and delivering to the Trustee a Sixty-Fourth Supplemental Indenture dated as of March 12, 2015 whereby, among other things, the Company has set forth certain of the particulars of the Bonds of the series designated “Amortizing First Mortgage Bonds, Series PPP, due 2022”; and

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 28, 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, the Counties of Yuma and Maricopa in the State of Arizona and the County of Clark in the State of Nevada, as follows:


		Counties of
Document	Official Records	San Diego	Orange	Riverside	Imperial
	Official Records

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

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

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

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

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

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

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

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


		Counties of
Document	Official Records	San Diego	Orange	Riverside	Imperial
	Official Records

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

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

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

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

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

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

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

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

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

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

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

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

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

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


		Counties of
Document	Official Records	San Diego	Orange	Riverside	Imperial
	Official Records

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

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

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

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

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

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

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

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


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

Counties of

Document

Official
Records

San Diego

Orange

Riverside

Imperial

Yuma

Maricopa

Thirty-First

Book

File/Page

1520

Docket

File No.

Supplemental

Page

84-161897

84-180870

92011

1552

1382

84-186813

Indenture

Date

5/2/84

4/30/84

743-761

5/2/84

4/30/84

Thirty-Second

Book

File/Page

1533

Docket

File No.

Supplemental

Page

84-466428

84-517843

267452

753

1413

84-537706

Indenture

Date

12/14/84

216-235

12/14/84

Counties of

Document

Official
Records

San Diego

Orange

Riverside

Imperial

Yuma

Maricopa

Thirty-Third

Book

File/Page

1546

Docket

File No.

Supplemental

Page

85-323210

85-333505

198810

708

1450

85-418309

Indenture

Date

9/4/85

816

9/4/85

Thirty-Fourth

Book

File/Page

1550

Docket

File No.

Supplemental

Page

85-42465

85-481794

270136

1573

1463

85-568874

Indenture

Date

12/2/85

12/3/85

215

12/2/85

12/3/85

Thirty-Fifth

Book

File/Page

1562

Docket

File No.

Supplemental

Page

86-279922

86-290957

158161

549

1491

86-347412

Indenture

Date

7/8/86

639-657

7/8/86

Thirty-Sixth

Book

File/Page

1571

Docket

File/Page

Supplemental

Page

86-576027

86-606666

314771

240

1512

86-680502

Indenture

Date

12/10/86

5-24

12/10/86

Thirty-

Book

File/Page

1588

Docket

File/Page

Seventh

Page

87-532270

87-530266

273181

844

1555

87-585903

Supplemental

Date

9/21/87

844

9/21/87

Indenture

9/21/87

Thirty-Eighth

Book

File/Page

1646

Docket

File/Page

Supplemental

Page

90-217585

90-212277

146794

1280

1686

88-176460

Indenture

Date

4/23/90

92-120

4/23/90

Thirty-Ninth

Book

File/Page

1687

Docket

File/Page

Supplemental

Page

91-632073

91-674397

425578

743

1771

91-0574751

Indenture

Date

12/09/91

711-728

12/09/91

Fortieth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

92-185636

92-202372

115201

92-06577

1790

92-0169646

Indenture

Date

4/1/92

954-970

4/1/92

Forty-First

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

92-0363471

92-393790

214904

92-011833

1804

92-0317072

Indenture

Date

6/11/92

73-88

6/11/92

Forty-Second

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

92-0650893

92-692066

384167

92-21988

1824

92-0575062

Indenture

Date

10/13/92

670-689

10/13/92

Forty-Third

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

92-0788665

92-845626

471625

92-27082

1834

92-0700568

Indenture

Date

12/9/92

12/10/92

12/9/92

187-206

12/9/92

Forty-Fourth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

93-0257065

93-0277892

153382

93-009487

1859

93-0246725

Indenture

Date

4/27/93

Fee 09300

4/26/93

4/27/93

Counties of

Document

Official
Records

San Diego

Orange

Riverside

Imperial

Yuma

Maricopa

Forty-Fifth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

93-0395609

93-0420127

239922

93-14224

Fee 14413

93-0403060

Indenture

Date

6/23/93

Forty-Sixth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

93-0474705

93-0496100

288868

93-17399

Fee 17163

93-0487598

Indenture

Date

7/26/93

7/27/93

Forty-Seventh

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

95-0230457

95-0232951

175604

95-11739

246-264

95-0313576

Indenture

Date

6/01/95

Forty-Eighth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

95-0230458

95-0232952

175605

95-11740

265-284

95-0343577

Indenture

Date

6/01/95

Forty-Ninth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

05-00384477

04-683110

04-0766976

04-021901

04-29663

04-941699

Indenture

Date

1/14/05

7/28/04

9/28/04

7/15/04

8/16/04

8/13/04

Fiftieth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

20050441722

2005000405730

20050145832

019964

200522373

20050711918

Indenture

Date

5/25/05

5/26/05

5/25/05

5/27/05

Fifty-First

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

20051016267

2005000945695

20050981667

2006005449

200553032

20051852692

Indenture

Date

11/23/05

11/28/05

11/29/05

1/30/06

12/2/05

12/7/05

Fifty-Second

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

2006-0413693

2006000404447

2006-0422620

2006-032418

2006-23999

2006-0802735

Indenture

Date

6/12/06

6/16/06

6/12/06

7/11/06

6/12/06

6/14/06

Fifty-Third

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

2006-0683713

2006000643109

713252

06-46145

2006-39635

20061310143

Indenture

Date

9/26/06

9/27/06

9/28/06

9/29/06

10/3/06

Fifty-Fourth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

2007-0625504

2007000581227

2007-0600369

2007-036497

2007-33238

2007-1062404

Indenture

Date

9/25/07

9/26/07

Fifty-Fifth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

2009-0320954

2009000305886

2009-0311041

2009-017587

16744

20090542104

Indenture

Date

6/12/09

6/18/09

6/12/09

6/15/09

Fifty-Sixth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

2010-0252569

2010000239342

2010-0235807

2010-012850

2010-12687

20100431348

Indenture

Date

5/20/10

5/21/10

Counties of

Document

Official
Records

San Diego

Orange

Riverside

Imperial

Yuma

Maricopa

Fifty-Seventh

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

2010-0490784

2010000458947

2010-0443991

2010-023359

2010-22669

20100800415

Indenture

Date

9/16/10

Fifty-Eighth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Page

2011-0503399

2011000478379

2011-0432021

2011-023234

2011-21920

20110802020

Indenture

Date

09/28/11

09/29/11

09/28/11

Counties of

Document

Official
Records

Clark

San Diego

Orange

Riverside

Imperial

Yuma

Maricopa

Sixtieth

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Indenture

Page

2011120100

01775

2011-

0643662

201100061

1302

2011-

0529988

2011-

028759

2011-

26889

201109939

Date

12/1/2011

12/1/11

Sixty-First

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Indenture

Page

20120410

000789

2012-

0207656

20120020

0917

2012-
0163282

2012-
007887

2012-
08966

201202968

Date

4/10/12

Sixty-Second

Book

File/Page

Book/Page

Docket

File/Page

Supplemental

Indenture

Page

2013093000

01532

2013-
0592759

201300055

9137

0466671

20130221

2013-
26910

201308662

Date

9/30/13

9/26/13

9/30/13

WHEREAS, the Board of Directors of the Company has duly authorized the creation of an additional series of bonds to be designated “Floating Rate First Mortgage Bonds, Series OOO, due 2017,” as hereinafter set forth in this Sixty-Third Supplemental Indenture; and

WHEREAS, the execution and delivery of this Sixty-Third 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 Sixty-Third 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 premium, if any, 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, conditions 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 Sixty-Third 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 the 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 franchises 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;

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 may be 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 OOO BONDS

Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the said Supplemental Indentures (including this Sixty-Third Supplemental Indenture), a series of bonds designated Series OOO, due 2017, each of which shall bear the descriptive title “Floating Rate First Mortgage Bonds, Series OOO, due 2017” (herein sometimes referred to as “Series OOO Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series OOO Bonds shall mature on March 9, 2017 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 OOO 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 premium, if any, and interest at such place or places and in such money, all as provided in the form of Series OOO Bond set forth onExhibit A hereto (the “Form of Bond”) and by the applicable provisions of the Indenture. In addition, March 12, 2015 shall be an Interest Payment Date for the Series OOO Bonds for purposes of Section 9 of Article II of the Indenture,provided that no interest shall be payable on such date. The principal and premium, if any, and interest on the Series OOO Bonds shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, City and County of New York, State of New York. The Series OOO Bonds shall be dated as in Section 9 of Article II of the Indenture provided with respect to registered bonds without coupons.

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

The Series OOO Bonds shall otherwise be of such terms, provisions, tenor and form as provided in this Sixty-Third Supplemental Indenture.

Section 2: The Series OOO 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, as supplemented by this Sixty-Third 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 OOO 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 OOO 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 OOO Bonds shall be substantially in the form set forth on the Form of Bond. In addition, the Series OOO Bonds may be issuable in whole or in part in the form of one or more securities that evidence all or part of the bonds of such series which is issued to a depositary or a nominee thereof for such series (a “Global Security”) and, in such case, the Board of Directors of the Company (or an authorized officer designated by 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 OOO 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 OOO 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 Series OOO 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 the Global Securities 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 Securities 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 OOO Bonds. If any of the events described in clauses (A) through (D) of the preceding sentence occur, the beneficial owners of interests in the Global Securities will be entitled to exchange those interests for definitive Series OOO 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 prepare and deliver to the Trustee definitive Series OOO Bonds in such form and denominations as are required by or pursuant to the Indenture, 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) to the Trustee, as the Company’s agent for such purpose, 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), to be exchanged, in whole or in part, for definitive Series OOO Bonds as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of each surrendered Global Security, a like aggregate principal amount of definitive Series OOO Bonds of authorized denominations 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 Series OOO 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 a date interest is due (an “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 which was not punctually paid or duly provided for on any Interest Payment Date and before the opening of business at such place of payment on the related proposed date for the payment of such interest, 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 the Indenture and the Series OOO Bonds. The Company may, in its sole discretion, pay interest on definitive Series OOO Bonds by check mailed to the addresses of the persons entitled to such payment or by wire transfer to bank accounts in the United States designated in writing to the Trustee at least 15 days before the applicable Interest Payment Date by the persons entitled to such payment.

(3) Subject to Clause (2) above, any exchange or transfer of a Global Security for other Series OOO Bonds may be made in whole or in part, and all Series OOO 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 Series OOO 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 Series OOO 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 OTHER PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

Section 5: The Series OOO 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 OOO Bonds may be exchanged without a service charge for a like aggregate principal amount of such Series OOO 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 Borough of Manhattan, City and County of New York, State of New York, 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 OOO Bonds, including Series OOO Bonds issued in definitive form, may be presented for payment, registration, transfer and exchange as provided therein or in the Indenture. Such office or agency 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.

Section 8: No transfer or exchange of any Series OOO 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 Sixty-Third Supplemental Indenture, the Original Indenture as heretofore supplemented and amended is hereby confirmed.

Section 2: All terms used in this Sixty-Third 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 Sixty-Third 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 Sixty-Third 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 Sixty-Third Supplemental Indenture conflicts with any provision in the Indenture, the provisions of this Sixty-Third 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.

Section 6: The Original Indenture, as heretofore amended and supplemented, insofar as it applies to the Series OOO Bonds, this Sixty-Third Supplemental Indenture and the Series OOO Bonds shall be governed by and construed in accordance with the laws of the State of California, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof;provided, that, notwithstanding the foregoing, the creation, perfection and enforcement of any mortgage or lien on real property or improvements thereon or fixtures attached thereto under the Original Indenture, as heretofore amended and supplemented, insofar as it applies to the Series OOO Bonds, or this Sixty-Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State where such real property or improvements thereon or fixtures attached thereto, as the case may be, are located, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof.

{Signature Page Follows}

IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused this Sixty-Third Supplemental Indenture to be signed in its name and behalf by its duly 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 Sixty-Third 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: Title:		Robert Schlax Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Controller


(CORPORATE SEAL)

Attest:

By:		/s/ Kari E. McCulloch
Name:		Kari E. McCulloch
Title:		Corporate Secretary


		U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

		By:		/s/ Fonda Hall
		Name:		Fonda Hall
		Title:		Vice President

[Signature Page Sixty-Third Supplemental Indenture]

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


STATE OF CALIFORNIA		)
		) ss
COUNTY OF SAN DIEGO		)

On March 10, 2015, before me, NANCY A. WALKER, a Notary Public, personally appeared ROBERT M. SCHLAX and KARI E. MCCULLOCH, who 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 persons, or the entity upon behalf of which the persons 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/ Nancy A. Walker		(Seal)
SIGNATURE OF NOTARY PUBLIC


STATE OF CALIFORNIA		)
		) ss
COUNTY OF LOS ANGELES		)

On March 11, 2015, before me, Raquel Perez, a Notary Public, personally appeared FONDA HALL, of U.S. BANK NATIONAL ASSOCIATION, who 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 his/her signature on the instrument the person, or the entity upon behalf of which the person 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/ Raquel Perez		(Seal)
SIGNATURE OF NOTARY PUBLIC

EXHIBIT A

FORM OF BOND

(Attached)

[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 OTHER 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)

FLOATING RATE FIRST MORTGAGE BOND,

SERIES OOO, DUE 2017


No.			$

			CUSIP No. 797440BS2
			ISIN No. US797440BS22

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 dollars in lawful money of the United States of America, on the ninth day of March, 2017 (the “Maturity Date”), and to pay interest thereon from March 12, 2015 (the “Original Issue Date”) or from the most recent date to which interest has been paid or duly provided for quarterly in arrears on March 9, June 9, September 9 and December 9 in each year (each, an “Interest Payment Date”), beginning on June 9, 2015, and on the Maturity Date at the Applicable Rate (as defined below) as in effect from time to time, until the principal hereof is paid or made available for payment, provided, that if any Interest Payment Date (other than the Interest Payment Date falling on the Maturity Date) is not a Series OOO Business Day (as defined on the reverse hereof), such Interest Payment Date will be moved to, and will be, the immediately succeeding Series OOO Business Day, except that if such immediately succeeding Series OOO Business Day is in the immediately succeeding calendar month, such Interest Payment Date (other than the Interest Payment Date falling on the Maturity Date) will be moved to, and will be, the immediately preceding Series OOO Business Day. If the Maturity Date is not a Series OOO Business Day, the Company will pay interest and principal due on the Maturity Date on the immediately succeeding day that is a Series OOO Business Day as if such payment were made on the date such payment was originally due, and no interest will accrue on the amounts so payable for the period from and after the Maturity Date to the immediately succeeding Series OOO Business Day.

The term “Applicable Rate” means a per annum interest rate determined as follows: the Applicable Rate for the period from and including the Original Issue Date to but excluding the Interest Payment Date falling in June 2015 will be equal to the 3 Month LIBOR Rate (as defined on the reverse hereof), determined as of the second London Banking Day (as defined on the reverse hereof) immediately preceding the Original Issue Date, plus 0.200% per year, and the Applicable Rate will be reset on each Interest Payment Date (each of these dates is called an “Interest Reset Date”), beginning with the Interest Reset Date falling in June 2015, and will be equal to the 3 Month LIBOR Rate, determined as of the second London Banking Day immediately preceding the applicable Interest Reset Date, plus 0.200% per year. The interest rate on this Series OOO Bond (as defined on the reverse hereof) will in no event be higher than the maximum rate permitted by California law as the same may be modified by United States law of general application.

Interest payable on any Interest Payment Date or on the Maturity Date shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for on this Series OOO Bond (or from and including the Original Issue Date if no interest has been paid or duly provided for on this Series OOO Bond) to, but not including, such Interest Payment Date or the Maturity Date, as the case may be.

A-1

The interest so payable on any Interest Payment Date will be paid to the person in whose name this Series OOO Bond is registered at the close of business on the 15th calendar day, whether or not a Series OOO Business Day, immediately preceding such Interest Payment Date; provided that interest payable on the Maturity Date shall be paid to the person to whom principal is paid.

The principal of (and premium, if any) and interest on this bond (as defined on the reverse hereof) will be paid at the corporate trust office of U.S. Bank National Association, or its successor trustee under the Indenture, in the Borough of Manhattan, City and County of New York, State of New York, that the Company maintains for such purpose; provided that, if this bond is in definitive certificated form and registered in the name of a holder other than a depositary, or its nominee, the Company may, in its sole discretion, pay interest on this bond by check mailed to the address of the person entitled to such payment or by wire transfer to a bank account in the United States designated in writing to the Trustee at least 15 days before the applicable Interest Payment Date by the person entitled to such payment. 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 on the reverse hereof 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, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon.

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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

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[REVERSE SIDE OF FLOATING RATE FIRST MORTGAGE BOND, SERIES OOO, DUE 2017]

This bond is one of a duly authorized issue of bonds of the Company, known as its Floating Rate First Mortgage Bonds, of the series and designation indicated on the face hereof (the “Series OOO 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 Sixty-Third Supplemental Indenture dated as of March 12, 2015 (which Mortgage and Deed of Trust, as so amended and supplemented and as the same may be further amended or supplemented from time to time, is herein called the “Indenture”) executed by the Company to U.S. Bank National Association, as successor 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 OOO Bonds as to such security, and the terms and conditions upon which the Series OOO 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. This Series OOO Bond is one of a series of Series OOO Bonds and is sometimes referred to as this “bond.”

In connection with the issuance of the Series OOO Bonds, the Company has entered into a Calculation Agent Agreement dated as of March 12, 2015 (as the same may be amended or supplemented from time to time and including any successor agreement thereto, the “Calculation Agreement”) with U.S. Bank National Association, as calculation agent (in such capacity herein called the “Calculation Agent,” which term includes any successor thereto under the Calculation Agreement).

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 OOO 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, among other things, the reduction of the principal or premium, if any, 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 premium, if any, 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 premium, if any, and interest hereon and for all other purposes and shall not be affected by any notice to the contrary.

The 3 Month LIBOR Rate will be determined by the Calculation Agent in accordance with the following provisions:

“3 Month LIBOR Rate” means the rate for deposits in U.S. dollars for the 3-month period commencing on the applicable Interest Reset Date which appears on Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m., London time, on the second London Banking Day (as defined below) prior to such Interest Reset Date (the second London Banking Day prior to any Interest Reset Date being referred to as an “Interest Determination Date”). If this rate does not appear on Reuters Screen LIBOR01 Page, the Calculation Agent will determine the rate on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on the applicable Interest Determination Date to prime banks in the London interbank market for a period of three months commencing on that Interest Reset Date and in a principal amount equal to an amount not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. In such case, the Calculation Agent will request the principal London office of each of the aforesaid major banks to provide a quotation of such rate. If at least two such quotations are provided, the rate for that Interest Reset Date will be the arithmetic mean of the quotations, and, if fewer than two quotations are provided as requested, the rate for that Interest Reset Date will be the arithmetic mean of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the applicable Interest Determination Date for loans in U.S. dollars to leading European banks for a period of three months commencing on that Interest Reset Date and in a principal amount equal to an amount not less than U.S. $1,000,000 that is representative for a single transaction in

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such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting such rates as mentioned in this sentence, the 3 Month LIBOR Rate commencing as of such Interest Reset Date will remain the 3 Month LIBOR Rate determined as of the Interest Determination Date for the immediately preceding Interest Reset Date. Solely for purposes of this paragraph, the term “Interest Reset Date” shall be deemed to include the Original Issue Date.

The term “London Banking Day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

The term “Reuters Screen LIBOR01 Page” means the display designated on page “LIBOR01” on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks).

The term “Series OOO Business Day” means any day (1) that is a business day in The City of New York and (2) that is also a London Banking Day. As used in clause (1) of the preceding sentence, “business day” means any day (other than a Saturday or Sunday) on which banking institutions in The City of New York are not authorized or obligated by law or executive order to remain closed.

The Calculation Agent will, upon the request of the registered holder of this Series OOO Bond, provide the interest rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Company and the holder of this Series OOO Bond. The Company may appoint a successor Calculation Agent with the written consent of the Trustee.

All percentages resulting from any calculation of the interest rate on this Series OOO Bond will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (for example, 9.876545% (or ..09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts in or resulting from any such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

Interest on the Series OOO Bonds will be calculated on the basis of a 360-day year and the actual number of days in the applicable period.

As more fully provided in and subject to the provisions of the Indenture, the Series OOO Bonds are subject to redemption on any date, under certain circumstances specified in the second paragraph of 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 to the date of redemption.

The Company may, from time to time, without notice to or the consent of the holders of the Series OOO Bonds, increase the principal amount of the Series OOO Bonds under the Indenture and issue such increased principal amount, or any portion thereof. Any additional Series OOO Bonds so issued shall have the same form and terms (other than the offering price, the date of issuance and, under certain circumstances, the date from which interest thereon shall begin to accrue and the first payment date) as the Series OOO Bonds previously issued and shall form a single series with the previously issued Series OOO Bonds.

This bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the corporate trust office of the Trustee in the Borough of Manhattan, City and County of New York, State of New York, 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 OOO 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 Borough of Manhattan, City and County of New York, State of New York, for cancellation in exchange for another or other registered bonds of the said series of higher or lower

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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, and 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 Series OOO Bond shall be governed by and construed in accordance with the laws of the State of California, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof.

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

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


Date of Authentication:

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Official
Records

County of Clark

Official
Records

Fifty-Ninth
Supplemental
Indenture
including the
Original
Indenture and
fifty-eight prior
supplemental
indentures
thereto

Book
Page
Date

File/Page
201110120001817
10/12/11