Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT 
 
By this Agreement, Sempra Energy (the "Company"),  a California  
corporation formerly known as Mineral Energy Company, and STEPHEN BAUM  
(the "Executive") amend the Employment Agreement (the "Agreement")  
between Mineral Energy Company and Executive dated October 12, 1996, to  
be effective December 1, 1998, as follows: 
 
1.	Paragraph 4 (d) (iii) of the Agreement is stricken and replaced  
with the following language: 
 
"(iii)	the relocation of the Executive's principal place of  
employment to a location away from the Company's headquarters or a  
relocation of the Company's headquarters to a location further away  
which is both further away from Executive's residence and more than  
thirty (30) miles from such headquarters or a substantial increase in  
the Executive's business travel obligations outside of the Southern  
California area as of the Effective Date other than any such increase  
that (A) arises in connection with extraordinary business activities of  
the Company and (B) is understood not to be part of the Executive's  
regular duties with the Company;" 
2.	Paragraph 5 (a) (vi) of the Agreement is modified in its opening  
phrase to read: 
 
		"(vi)	Continuation of Welfare Benefits.  For a period of  
three (3) years or until the Executive is eligible for retiree medical  
benefits, whichever is longer, ..." 
 
3.	Paragraphs 5 (d), (e) and (f) of the Agreement are stricken and  
replaced by the following: 
 
"(d)   Code Section 280G 
(i)	Gross-Up.  Notwithstanding any other provisions of this Agreement,  
in the event that any payment or benefit received or to be received by  
the Executive (whether pursuant to the terms of this Agreement or any  
other plan, arrangement or agreement with (A) the Company, (B) any  
Person (as defined in Section 4(e))whose actions result in a Change in  
Control or (C) any Person affiliated with the Company or such Person)  
(all such payments and benefits, including the Severance Payments, being  
hereinafter called the "Total Payments") would be subject (in whole or  
part) to the tax (the "Excise Tax") imposed under section 4999 of the  
Code, the Company shall pay to the Executive such additional amounts  
(the "Gross-Up Payment") such that the net amount retained by the  
Executive, after deduction of any Excise Tax on the Total Payments and  
any federal, state and local income and employment taxes and Excise Tax  
upon the Gross-Up Payment, shall be equal to the Total Payments.  For  
purposes of determining the amount of the Gross-Up Payment, the  
Executive shall be deemed to pay federal income tax at the highest  
marginal rate of federal income taxation in the calendar year in which  
the Gross-Up Payment is to be made and state and local income taxes at  
the highest marginal rate of taxation in the state and locality of the  
Executive's residence on the date on which the Gross-Up Payment is  
calculated for purposes of this section, net of the maximum reduction in  
federal income taxes which could be obtained from deduction of such  
state and local taxes.  In the event that the Excise Tax is subsequently  
determined to be less than the amount taken into account hereunder, the  
Executive shall repay to the Company, at the time that the amount of  
such reduction in Excise Tax is finally determined, the portion of the  
Gross-Up Payment attributable to such reduction (plus that portion of  
the Gross-Up Payment attributable to the Excise Tax and federal, state  
and local income tax imposed on the Gross-Up Payment being repaid by the  
Executive to the extent that such repayment results in a reduction in  
Excise Tax and/or a federal, state or local income tax deduction) plus  
interest on the amount of such repayment at the rate provided in section  
1274(b)(2)(B) of the Code.  In the event that the Excise Tax is  
determined to exceed the amount taken into account hereunder (including  
by reason of any payment the existence or amount of which cannot be  
determined at the time of the Gross-Up Payment), the Company shall make  
an additional Gross-Up Payment in respect of such excess (plus any  
interest, penalties or additions payable by the Executive with respect  
to such excess) at the time that the amount of such excess is finally  
determined.  The Executive and the Company shall each reasonably  
cooperate with the other in connection with any administrative or  
judicial proceedings concerning the existence or amount of liability for  
Excise Tax with respect to the Total Payments. 
(ii)	Accounting Firm.  All determinations to be made with respect to  
this Section 5 (d) shall be made by the Company's independent accounting  
firm (or, in the case of a payment following a Change in Control, the  
accounting firm that was, immediately prior to the Change in Control,  
the Company's independent auditor).  The accounting firm shall be paid  
by the Company for its services performed hereunder." 
  
4.	Sections 5 (e) and (f) of the Agreement are added to read: 
 
"(e)	Outplacement Services.  The Executive shall receive  
outplacement services suitable to his or her position for a period of  
eighteen (18) months following the Date of Termination, or if earlier,  
until the first acceptance of an offer of employment with a subsequent  
employer, in an aggregate amount not to exceed $50,000. 
(f)	Financial Planning Services.  The Executive shall  
receive financial planning services for a period of eighteen (18) months  
following the Date of Termination at a level consistent with the  
benefits provided under the Company's financial planning program for the  
Executive, as in effect immediately prior to the Date of Termination." 
5.	Section 5(h) of the Agreement is added to read: 
 
	(h)	Notwithstanding anything contained herein, if a Change in  
Control occurs and if, prior to the date of the Change in Control, the  
Executive's employment is terminated by the Company (other than for  
Cause, death or Disability), or by the Executive for Good Reason, and if  
such Termination (i) was at the request of a third party who has taken  
steps reasonably calculated to effect the Change in Control or (ii)  
otherwise arose in connection with or in anticipation of the Change in  
Control, then such Termination shall be treated as a Termination  
following a Change in Control for purposes of this Agreement (including,  
without limitation, for purposes of determining the amounts of the  
Severance Payments under this Section 5). 
 
 
6.	Paragraph 8 ("Arbitration") of the Agreement is stricken and  
replaced with the following language: 
 
"8.	Dispute Resolution.   
 
	Any disagreement, dispute, controversy or claim arising out of or  
relating to this Agreement or the interpretation of this Agreement or  
any arrangements relating to this Agreement or contemplated in this  
Agreement or the breach, termination or invalidity thereof shall be  
settled by final and binding arbitration administered by JAMS/Endispute  
in San Diego, California in accordance with the then existing  
JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes.   
In the event of such an arbitration proceeding, the Executive and the  
Company shall select a mutually acceptable neutral arbitrator from among  
the JAMS/Endispute panel of arbitrators.  In the event the Executive and  
the Company cannot agree on an arbitrator, the Administrator of  
JAMS/Endispute will appoint an arbitrator.  Neither the Executive nor  
the Company nor the arbitrator shall disclose the existence, content, or  
results of any arbitration hereunder without the prior written consent  
of all parties.  Except as provided herein, the Federal Arbitration Act  
shall govern the interpretation, enforcement and all proceedings.  The  
arbitrator shall apply the substantive law (and the law of remedies, if  
applicable) of the state of California, or federal law, or both, as  
applicable and the arbitrator is without jurisdiction to apply any  
different substantive law.  The arbitrator shall have the authority to  
entertain a motion to dismiss and/or a motion for summary judgment by  
any party and shall apply the standards governing such motions under the  
Federal Rules of Civil Procedure.  The arbitrator shall render an award  
and a written, reasoned opinion in support thereof.  Judgment upon the  
award may be entered in any court having jurisdiction thereof." 
 
	IN WITNESS WHEREOF, the Executive and, pursuant to authorization  
from its Board of Directors, the Company have caused this Amendment to  
Employment Agreement to be executed as of the effective date, above. 
 
SEMPRA ENERGY 
By:	________________________ 
Richard D. Farman Chairman & Chief Executive Officer 
			 
________________________ 
STEPHEN BAUM 
 
 
 
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4TOPS/123198 
 
 
  
 
4TOPS/123198