SEMPRA ENERGY
RETIREMENT PLAN FOR DIRECTORS


1.	PURPOSE
The purpose of this unfunded plan is to retain outstanding directors
for Sempra Energy.
2.	ELIGIBILITY
Members of the Sempra Energy Board of Directors who participated in
a Director Retirement Plan maintained by Pacific Enterprises, Enova
corporation or San Diego Gas & Electric ("Prior Plan") shall be
eligible to participate in this Plan which is a successor to the
Prior Plan.
Directors shall retire no later than the Annual Meeting of the
company held on or after the director's 72nd birthday.
3.	LUMP SUM OPTION
Unless an eligible director makes an election pursuant to paragraph
4 below, he/she shall receive a lump sum benefit which is the
actuarial equivalent of the benefit in paragraph 4 (exclusive of any
benefit derived from post-retirement, retainer and/or fee
increases).  Payment shall be as soon as practicable following
separation from the Board.  Actuarial equivalency shall be
determined using the "Gatt rate" for the calendar month preceding
the calendar month in which the separation from the Board occurs.
4.	ANNUAL BENEFIT OPTION
Each eligible director who elects the annual benefit option at least
one year before leaving the Board is entitled to an annual
retirement benefit equal to the sum of (a) the then-current year's
annual base retainer (exclusive of any amount paid for committee
service); and (b) the then-current fee for attending a regularly
scheduled meeting of the full Board in California, multiplied by 10,
subject to upward adjustments if the retainer and/or meeting fee
increases subsequent to retirement.  In the event that an increase
occurs, the directors' retirement benefit will be adjusted effective
with the next scheduled payment.  Retirement benefits payable to
directors who retired under a Prior Plan, are governed by that plan
as in effect at the time of retirement.
The amount of the annual retirement benefit will not be affected by
a director's deferral of compensation under the Deferred
Compensation Plan for Directors.
Benefit payments will start on the first day of the calendar quarter
on or after the date an eligible director leaves the Board, provided
the director is at least age 65.  An eligible director who leaves
the Board prior to age 65 will start receiving benefit payments on
the first day of the calendar quarter in which the director turns
65.  Benefits will be paid on the first day of each quarter
thereafter, and will be paid for a period equal to the length of the
director's service as an outside director under the Prior Plan plus
the director's service as an outside director under this plan to a
maximum of the greater of five years or ten years less the years of
Participation under the Prior Plan or until death, whichever occurs
first.  Each quarterly payment will be one-fourth the annual
retirement benefit.  There are no death benefits payable under this
plan except as provided in paragraph 5.
5.	SURVIVOR BENEFITS
If a married eligible director dies after the start of benefit
payments, his/her surviving spouse shall receive the remaining
payments, if any, to which the eligible director would have been
entitled but for his/her death.  Such benefits will cease upon the
surviving spouse's death.  If an eligible married director dies
prior to the start of benefit payments, his/her surviving spouse
will receive a benefit calculated pursuant to paragraph 3, as soon
as is reasonably practicable following the eligible director's
death.
6.	ADMINISTRATION
The Company's Compensation Committee shall have full and final
authority to interpret this plan and to make determinations that it
believes advisable for the administration of the plan.  All
decisions and determinations by the Compensation Committee shall be
final and binding upon all parties.
7.	GRANDFATHER BENEFIT
In the event that the retirement benefit calculated under the terms
of a Prior Plan is greater than the benefit amount under paragraph 3
herein, the eligible director shall receive a benefit equal to such
Prior Plan retirement benefit subject to the maximum provided in 4
above.
8.	OFFSET AMOUNT
The benefit, if any, to be received under this Plan shall be reduced
dollar for dollar, but not below zero, by the benefit that an
eligible director (and/or his or her survivor) receives under the
Sempra Energy Executive Security Bonus Plan (the "EBP") multiplied
by a fraction the numerator of which is the present value of the
eligible director's accrued benefit hereunder measured as of the
date payment is received under the EBP and the denominator of which
is the sum of the present value of the eligible director's accrued
benefit hereunder and the value of the eligible director's account
balance, if any, under the Sempra Energy Deferred Compensation and
Excess Savings Plan, both measured as of the date payment is
received under the EBP.  Such reduction shall be further enhanced by
interest on the offset amount accruing, at the average 30-year
Treasury rate for the calendar month preceding the date of the
change in control, from the time of distribution from the EBP to the
time of distribution hereunder.