SEMPRA ENERGY

                  2003 EXECUTIVE INCENTIVE PLAN



I.	PURPOSE

	The purpose of the 2003 Sempra Energy Executive Incentive Plan
(the "Plan") is to attract and retain highly qualified individuals;
to obtain from each the best possible performance; to establish a
performance goal based on objective criteria; and to include in such
individual's compensation package an incentive component that is tied
directly to the achievement of those objectives. Such component is
intended to qualify as performance-based compensation under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
so as to be fully deductible by Sempra Energy and its subsidiary
companies (collectively, the "Company").

II.	EFFECTIVE DATE; TERM

	The Plan is effective as of January 1, 2003, subject to
approval by the affirmative vote of a majority of shares of Sempra
Energy common stock voting at Sempra Energy's 2003 annual meeting of
stockholders, and shall remain in effect until such time as it shall
be terminated by the Compensation Committee (the "Compensation
Committee") of the Board of Directors (the "Board of Directors") of
Sempra Energy or any successor thereto.

III.	ELIGIBILITY AND PARTICIPATION

	Eligibility to participate in the Plan is limited to officers
or employees of the Company who are or may be "covered employees"
within the meaning of Section 162(m) of the Code. Participants in the
Plan ("Participants") shall be selected from time to time with
respect to each performance period by the Compensation Committee from
those eligible to participate in the Plan, which Participants shall
be designated in writing.

IV.	BUSINESS CRITERIA

	The Plan's performance goal shall be based upon the Company's
Operating Income for any performance period as shown on the Company's
audited statement of consolidated income ("Operating Income").  No
award shall be paid with respect to any performance period unless
there is positive Operating Income for such period.

V.	PERFORMANCE GOAL

	The Plan's performance goal shall be based on the Company's
Operating Income. For any performance period, the incentive
compensation pool (the "Incentive Pool") which shall be subject to be
awarded to Participants under the Plan shall be 1.5% of the Company's
Operating Income for the performance period, or such lesser
percentage of the Company's Operating Income that shall be determined
by the Compensation Committee.

	Subject to the foregoing and to the limitations set forth in
Section VI, no awards shall be paid to Participants unless and until
the Compensation Committee makes a certification in writing with
respect to the attainment of the performance goal and the
determination of the Incentive Pool as required by Section 162(m) of
the Code.

VI.	DETERMINATION OF INCENTIVE POOL AND AWARDS

	The Compensation Committee may grant an award to a Participant
which shall be payable if there is positive Operating Income. The
maximum award payable to the Company's Chief Executive Officer for a
performance period, shall be 30% of the Incentive Pool for such
period and the maximum award payable to any other individual
Participants shall be 17.5% of the Incentive Pool for such period.
The maximum total awards payable to all Participants for any
performance period shall be 1.5% of the Company's Operating Income
for such period.

	The Compensation Committee shall have authority to exercise
discretion in determining the amount of the Incentive Pool and the
amount of the targeted award granted to each Participant at the
beginning of a performance period, provided that the Incentive Pool
and each targeted award shall not exceed the foregoing maximum
limits.  The Compensation Committee shall determine the amount of the
Incentive Pool and the targeted awards for any performance period no
later than the latest time permitted by Section 162(m) of the Code
(generally, for performance periods of one year or more, no later
than 90 days after the commencement of the performance period) and
while the performance relating to the performance goal remains
substantially uncertain within the meaning of Section 162(m) of the
Code.

	The Compensation Committee shall have authority to exercise
discretion to reduce the amount of the Incentive Pool and of any
targeted award which shall be payable to any  Participant at the end
of each performance period, subject to the terms, conditions and
limits of the Plan and of any other written commitment authorized by
the Compensation Committee. The Compensation Committee may at any
time establish (and once established, rescind, waive or amend)
additional conditions and terms of payment of awards (including but
not limited to the achievement of other financial, strategic or
individual goals, which may be objective or subjective) as it deems
desirable in carrying out the purposes of the Plan and may take into
account such other factors as it deems appropriate in administering
any aspect of the Plan.  In determining the amount of any award to be
granted or to be paid to any Participant, the Compensation Committee
shall give consideration to the contribution which may be or has been
made by the Participant to achievement of the Company's established
objectives and such other matters as it shall deem relevant.
However, the Compensation Committee shall have no authority to
increase the amount of the Incentive Pool or the targeted award
granted to any Participant after the latest date permitted by Section
162(m) of the Code or to pay an award under the Plan if the
performance goal has not been satisfied.

	The payment of an award to a Participant with respect to a
performance period shall be conditioned upon the Participant's
employment by the Company on the last day of the performance period;
provided, however, that in the discretion of the Compensation
Committee, awards may be paid to Participants who have died or have
become disabled or whose employment with the Company has been
terminated without cause prior to the last day of the performance
period, subject to all other terms and conditions of the Plan.

VII.	FORM OF AWARDS

	All awards shall be determined by the Compensation Committee
and shall be paid in cash or in Common Stock of the Company or in a
combination of cash and Common Stock, as determined by the Committee
in its discretion.  Before the beginning of each performance period,
each Participant may elect that all or part of the Participant's
award for that period will be deferred and distributed at a later
date under The Sempra Energy Deferred Compensation and Excess Savings
Plan subject to the terms of the such plan or under any other plan
designated by the Committee that provides for the deferral of
compensation by Participants.  Any shares of Common Stock paid to
Participants under the Plan shall be paid pursuant to the Company's
1998 Long Term Incentive Plan or any other plan designated by the
Compensation Committee that provides for the award of Common Stock to
Participants.

VIII.	PAYMENT OF AWARDS

	Awards may be paid at any time following the end of the
performance period; provided, however, that no awards shall be paid
unless and until the Compensation Committee certifies, in writing,
that the amounts payable with respect to each award, and all awards
in the aggregate, does not exceed the amount of the Incentive Pool
and that the amount payable to each Participant does not exceed the
amount of the maximum targeted award permitted by the Plan or the
amount of targeted award granted to the Participant at the beginning
of the performance period.

IX.	SPECIAL AWARDS AND OTHER PLANS

	Nothing contained in the Plan shall prohibit the Company from
granting awards or authorizing other compensation to any person under
any other plan or authority or limit the authority of the Company to
establish other special awards or incentive compensation plans
providing for the payment of incentive compensation to employees
(including those employees who are eligible to participate in the
Plan).

X.	STOCKHOLDER APPROVAL

	No awards shall be paid under the Plan unless and until Sempra
Energy's stockholders shall have approved the Plan and the
performance goal as required by Section 162(m) of the Code.

XI.	ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN

	The Compensation Committee shall administer the Plan.  The
Compensation Committee shall consist solely of two or more members of
the board of directors who shall qualify as "outside directors" under
Section 162(m) of the Code. The Compensation Committee shall have
full power to construe and interpret the Plan, establish and amend
rules and regulations for its administration, and perform all other
acts relating to the Plan, including the delegation of administrative
responsibilities, that it believes reasonable and proper and in
conformity with the purposes of the Plan.

	The Board of Directors shall have the right to amend the Plan
from time to time or to repeal it entirely or to direct the
discontinuance of awards either temporarily or permanently; provided,
however, that no amendment of the Plan that changes the maximum
amount of the Incentive Pool or the maximum percentage of the
Incentive Pool that may be payable to any Participant, as set forth
in Section VI, or materially amends the definition of Operating
Income as used in Section VI, shall be effective before approval by
the affirmative vote of a majority of shares voting at a meeting of
the Company's stockholders.

	Any decision made, or action taken, by the Compensation
Committee arising out of or in connection with the interpretation
and/or administration of the Plan shall be final, conclusive and
binding on all persons affected thereby.

XII.	RIGHTS OF PLAN PARTICIPANTS

	Neither the Plan, nor the adoption or operation of the Plan,
nor any documents describing or referring to the Plan (or any part
hereof) shall confer upon any Participant any right to continue in
the employ of the Company or shall interfere with or restrict in any
way the rights of the Company, which are hereby expressly reserved,
to discharge any Participant at any time for any reason whatsoever,
with or without cause.

	No individual to whom an award has been made or any other
party shall have any interest in the cash or any other asset of the
Company prior to such amount being paid.

	No right or interest of any Participant shall be assignable or
transferable, or subject to any claims of any creditor or subject to
any lien.

XIII.	MISCELLANEOUS

	The Company shall deduct all federal, state and local taxes
required by law or Company policy from any award paid hereunder.

	In no event shall the Company be obligated to pay to any
Participant an award for any period by reason of the Company's
payment of an award to such Participant in any other period, or by
reason of the Company's payment of an award to any other Participant
or Participants in such period or in any other period. Nothing
contained in this Plan shall confer upon any person any claim or
right to any payments hereunder. Such payments shall be made at the
sole discretion of the Compensation Committee.

	The Plan shall be unfunded. Amounts payable under the Plan are
not and will not be transferred into a trust or otherwise set aside.
The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure
the payment of any award under the Plan. Any accounts under the Plan
are for bookkeeping purposes only and do not represent a claim
against the specific assets of the Company.

	It is the intent of the Company that the Plan and awards made
hereunder shall satisfy and shall be interpreted in a manner that
satisfies any applicable requirements as performance-based
compensation within the meaning of Section 162(m) of the Code. Any
provision, application or interpretation of the Plan that is
inconsistent with this intent to satisfy the standards in Section
162(m) of the Code shall be disregarded.

	Any provision of the Plan that is prohibited or unenforceable
shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of the
Plan.

	The Plan and the rights and obligations of the parties to the
Plan shall be governed by, and construed and interpreted in
accordance with, the law of the State of California (without regard
to principles of conflicts of law).