Common use of Welfare Benefits Clause in Contracts

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(c) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject to Except as otherwise provided in this Section 3.02(d), for a 24-month period after the terms and conditions Date of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penaltyChange in Control). Any Medical Continuation Benefits provided Life insurance coverage otherwise receivable by the Executive pursuant to this Section 4(c3.02(d) shall will be co-extensive with (and not in addition to) any benefits reduced to which the extent comparable coverage is actually received by or made available to the Executive without greater cost to Executive than as provided by the Company during the 24-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 24 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 24 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s covered dependents) may be entitled continuation coverage rights under COBRA or any similar provisions of applicable state continuation coverage law.

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six fifteen (615) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company's employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the "Welfare Benefits"), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer's cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (and up to an additional twelve (12COBRA) months if shall commence at the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) end the Medical Continuation Officer's Severance Period. Benefits (including any Medical Continuation Benefits that are provided otherwise receivable by the Officer pursuant to this Section 4(c) for periods after the maximum COBRA coverage periodParagraph 4(d) shall be provided on reduced to the same terms and conditions that apply extent comparable benefits are actually received by or made available to COBRA coverage the Officer (including termination thereof), (ii) if other than benefits available at the Medical Continuation Benefits are to be provided Officer's sole expense pursuant to COBRA) during the fifteen (15) month continuation period provided in this Section 4(cParagraph 4(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide (and any such benefits actually received or cause to be provided made available to the Executive, in lieu Officer shall be reported to the Company by the Officer). To the extent the continuation of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Welfare Benefits under this Agreement would subject Sempra Energy Paragraph 4(d) is, or any of its Affiliates to a material tax or penaltyever becomes, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement Officer and to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Welfare Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may Officer would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under COBRA or similar provisions if the Officer elected such coverage and paid the applicable premiums, the Company shall administer such continuation of applicable state law.coverage consistent with the following additional requirements as set forth in Treas. Reg. ss. 1.409A-3(i)(1)(iv):

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject (a) In order to permit benefits transition with respect to Retained DEFS Employees, for the period beginning on the date hereof and ending on the earliest of (i) December 31, 2000, (ii) such date as Duke shall cease to have a greater than 50%, direct or indirect, ownership interest in the Company, or (iii) such date as the Company or Duke shall designate with respect to any particular Old Welfare Plan (provided that Duke or the Company shall provide reasonable notice under the circumstances to the terms and conditions of this Agreementother party prior to any such date), if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Company and/or its wholly-owned Subsidiaries shall be provided with group medical benefits participating employers on behalf of their employees (including any Continued Employees) who meet the requirements for eligibility under the following Old Welfare Plans maintained by Duke: the Duke Energy Medical, Dental, Cafeteria (FSP), Basic Life Insurance, Supplemental and Dependent Life Insurance, Basic, Supplemental and Dependent Accidental Death and Dismemberment Insurance, Business Travel Accident Insurance and Long-Term Care Insurance Plans (each such Old Welfare Plan is herein referred to as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof"Continued Duke Welfare Plan"); provided, however, that (i) retiree medical, dental and life insurance coverages under the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided applicable Continued Duke Welfare Plans shall not become applicable to an individual who either is not a Retained DEFS Employee or fails to meet such requirements as Duke shall impose for such coverages. Duke may terminate the participation by the Company and its wholly-owned Subsidiaries in a particular Continued Duke Welfare Plan prior to December 31, 2000, pursuant to this Section 4(cclause (iii) of the preceding sentence only if (1) Duke will be terminating such plan in its entirety as of the date designated by Duke pursuant to such clause or (2) Duke has determined that such continued participation by the Company and/or any of its wholly-owned Subsidiaries could subject Duke or such plan to fines, penalties, excise taxes, loss of tax deductions or other liabilities (other than liabilities for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are benefits to be provided pursuant to under such plan). Without limiting the generality of the preceding provisions of this Section 4(c7.4(a), it is understood and agreed that such provisions shall not override the provisions of Section 4.2(b) past of Annex A to the maximum COBRA coverage periodContribution Agreement. For purposes of applying Section 4.5(c) of Annex A to the Contribution Agreement, Sempra Energy may, in its sole discretion, provide or cause the Continued Duke Welfare Plans shall be deemed to be provided New Welfare Plans; provided, however, that Eligible Expenses of a Retained DEFS Employee shall be determined without regard to when such expenses are recorded by the applicable plan administrator or reported to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawCompany.

Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(d) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twenty-four (624) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(d) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(d) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(d) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(d) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(d) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six thirty (630) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company's employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the "Welfare Benefits"), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer's cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (and up to an additional twelve (12COBRA) months if shall commence at the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) end the Medical Continuation Officer's Severance Period. Benefits (including any Medical Continuation Benefits that are provided otherwise receivable by the Officer pursuant to this Section 4(c) for periods after the maximum COBRA coverage periodParagraph 4(d) shall be provided on reduced to the same terms and conditions that apply extent comparable benefits are actually received by or made available to COBRA coverage the Officer (including termination thereof), (ii) if other than benefits available at the Medical Continuation Benefits are to be provided Officer's sole expense pursuant to COBRA) during the thirty (30) month continuation period provided in this Section 4(cParagraph 4(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide (and any such benefits actually received or cause to be provided made available to the Executive, in lieu Officer shall be reported to the Company by the Officer). To the extent the continuation of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Welfare Benefits under this Agreement would subject Sempra Energy Paragraph 4(d) is, or any of its Affiliates to a material tax or penaltyever becomes, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement Officer and to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Welfare Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may Officer would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under COBRA or similar provisions if the Officer elected such coverage and paid the applicable premiums, the Company shall administer such continuation of applicable state law.coverage consistent with the following additional requirements as set forth in Treas. Reg. ss. 1.409A-3(i)(1)(iv):

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 24 months following the date of the Involuntary Termination Executive’s Separation from Service (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical “Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofPeriod”), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts arrange to provide the Executive with a comparable benefits (the “Employee Benefits”), including travel accident, major medical, dental care and other welfare benefit programs, substantially similar to those in effect immediately prior to the Change in Control, or, if greater, to those that does the Executive was receiving or entitled to receive immediately prior to the date of the Executive’s Separation from Service (or, if greater, immediately prior to the reduction, termination, or denial described in Section 2(b)(ii)(D)). If and to the extent that any benefit described in this Section 4(b) is not violate applicable law or subject Sempra Energy cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, the Executive’s dependents and beneficiaries of its Affiliates such Employee Benefits along with, in the case of any benefit which is subject to tax because it is not or cannot be paid or provided under any such policy, 8 plan, program or arrangement of the Company or any subsidiary, an additional amount such that after payment by the Executive, or the Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such tax or penaltytaxes. Any Medical Continuation Employee Benefits provided otherwise receivable by the Executive pursuant to this Section 4(c4(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits actually received by the Executive shall be co-extensive with (reported by the Executive to the Company. In addition, the Executive shall receive additional age and not service credit for the Continuation Period for purposes of the Executive’s eligibility to receive any retiree medical benefits. To the extent the continuation of the Employee Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive and to the extent the Employee Benefits that are medical benefits continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under COBRA or similar provisions a group health plan of the Company under Code section 4980B (COBRA) if the Executive elected such coverage and paid the applicable state law.premiums, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(d) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six twenty-four (624) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(d) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(d) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject to Except as otherwise provided in this Section 3.02(d), for a 12-month period after the terms and conditions Date of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts will arrange to provide the Executive with life insurance coverage substantially similar to that which the Executive is receiving from the Company immediately prior to the Notice of Termination (without giving effect to any reduction in that coverage subsequent to a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penaltyChange in Control). Any Medical Continuation Benefits provided Life insurance coverage otherwise receivable by the Executive pursuant to this Section 4(c3.02(d) shall will be co-extensive with (and not in addition to) any benefits reduced to which the extent comparable coverage is actually received by or made available to the Executive without greater cost to him than as provided by the Company during the 12-month period following the Executive’s termination of employment (and the Executive will report to the Company any such coverage actually received by or made available to the Executive). If, as of the Date of Termination, the Company reasonably determines that the continued life insurance coverage required by this Section 3.02(d) is not available from the Company’s group insurance carrier, cannot be procured from another carrier, and cannot be provided on a self-insured basis without adverse tax consequences to the Executive or his death beneficiary, then, in lieu of continued life insurance coverage, the Company will pay the Executive, in accordance with Section 3.04, a lump sum payment, in cash, equal to 12 times the full monthly premium payable to the Company’s group insurance carrier for comparable coverage for an executive employee under the Company’s group life insurance plan then in effect. The Company will offer the Executive and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to COBRA. The Executive will be responsible for paying the required monthly premium for that coverage, but the Company will pay the Executive, in accordance with Section 3.04, a lump sum cash stipend equal to 12 times the monthly COBRA premium then charged to qualified beneficiaries for the same level of health and dental coverage the Executive had in effect immediately prior to his termination, and the Executive may, but is not required to, choose to use the stipend for the payment of COBRA premiums for any COBRA coverage that the Executive or eligible family members may elect. The Company will pay the stipend to the Executive whether or not the Executive or any eligible family member elects COBRA coverage, whether or not the Executive continues COBRA coverage for the maximum period permitted by law, and whether or not the Executive receives medical or dental coverage from another employer while the Executive is receiving COBRA continuation coverage. Payment of the stipend will not in any way extend or modify the Executive’s covered dependents) may be entitled continuation coverage rights under COBRA or any similar provisions of applicable state continuation coverage law.

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six twelve (612) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject During the continuation period (as defined below), the Company will (i) maintain group health and dental plan(s) and (ii) provide, or arrange to the terms and conditions of this Agreement, if the Executive (andprovide, to the extent applicablesuch policies or coverages can be obtained on commercial reasonable terms, his/her eligible dependents) is eligible the same or equivalent accidental death and dismemberment, short and long-term disability, life insurance coverages, and all other insurance policies and health and welfare benefits (other than benefits pursuant to and elects COBRA coverage in connection with any cafeteria plan maintained by the Executive’s Involuntary TerminationCompany pursuant to Section 125 of the Code), then which by their terms cover the Executive (and the Executive’s family members and dependents who have elected COBRA coveragewere eligible to be covered at any time during the 90-day period immediately prior to the date of the Change in Control for the period after the Change in Control in which such family members and dependents would otherwise continue to be covered under the terms of the plan in effect immediately prior to the Change in Control) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially under the same terms and conditions and at the same cost to the Executive and the Executive’s family members and dependents as apply similarly situated individuals who continue to similarly-situated active employees be employed by the Company (without regard to any reduction in such benefits that constitutes Good Reason). For purposes of this section, the “continuation period” is the period beginning on the Executive’s Date of Termination and ending on (x) the last day of the Company for [24th month; 12th month] that begins after the same type and level Executive’s Date of coverage. The Medical Continuation Benefits shall be provided for a period of up to six Termination or, if earlier, (6y) months following in the date case of the Involuntary Termination (group health and up dental plans referred to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that in clause (i) above, the Medical Continuation Benefits date after the Executive’s Date of Termination on which the Executive first becomes eligible to participate as an employee in a plan of another employer providing group health and dental benefits to the Executive and the Executive’s eligible family members and dependents which plan does not contain any exclusion or limitation with respect to any pre-existing condition of the Executive or any eligible family member or dependent who would otherwise be covered under the Company’s plan but for this clause (y) or (z) in the case of the other welfare benefits referred to in clause (ii) above, the date after the Executive’s Date of Termination on which the Executive first becomes eligible to participate as an employee in a plan of another employer providing substantially similar welfare benefits to the Executive and the Executive’s eligible family members and dependents. To the extent the Executive incurs a tax liability (including federal, state and local taxes and any Medical Continuation Benefits that are interest and penalties with respect thereto) in connection with a benefit provided pursuant to this Section 4(c2(b) for periods after which the maximum COBRA coverage period) shall be provided on Executive would not have incurred had the same terms Executive been an active employee of the Company participating in the Company’s group health and conditions that apply to COBRA coverage (including termination thereof)dental plan, (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided Company will make a payment to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment Executive in an amount equal to such tax liability plus an additional amount sufficient to permit the COBRA PremiumExecutive to retain a net amount after all taxes (including penalties and interest) equal to the initial tax liability in connection with the benefit. For purposes of applying the foregoing, the Executive’s tax rate will be deemed to be the highest statutory marginal state and federal tax rate (on a combined basis) then in effect. The payment pursuant to this Section 2(b) will be made within 10 days after the Executive’s remittal of a written request for payment accompanied by a statement indicating the basis for and amount of the liability. If, on or after the date of a Change in Control, an Affiliate is sold, merged, transferred or in any other manner or for any other reason ceases to be an Affiliate or all or any portion of the business or assets of an Affiliate are sold, transferred or otherwise disposed of and the acquiror is not the Parent Corporation or an Affiliate (a “Disposition”), and the Executive remains or becomes employed by the acquiror or an “affiliate” of the acquiror (iiias defined in this Agreement but substituting “acquiror” for “Parent Corporation”) in connection with the Disposition, the Executive will be deemed to have terminated employment on the effective date of the Disposition for purposes of this Section 2 and will be entitled to the benefits described in this Section 2 unless (x) the Medical Continuation Benefits shall be provided acquiror and its affiliates jointly and severally expressly assume and agree, in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding is enforceable by the foregoingExecutive, if Sempra Energy determines in its sole discretion that to perform the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 obligations of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited same extent reasonably necessary that the Company would be required to avoid such violation of law or tax or penalty perform if the Disposition had not occurred and shall use all reasonable efforts to provide (y) the Executive with Successor guarantees, in a comparable benefit manner that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and is enforceable by the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law, payment and performance by the acquiror.

Welfare Benefits. Subject If Mr. Bowers meets the eligibility requirements of Paragrxxx 0.(x) hereof and is not otherwise eligible to receive retiree medical and life insurance benefits provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan, he shall be entitled to the benefits set forth in this Paragraph 2.(c). (i) Mr. Bowers shall be eligible to participate in xxx Xxxxxny's Group Health Plan, upon payment of both the Company's and his monthly premium under such plan, for a period of six (6) months for each of Mr. Bowers' Years of Service, not to exceed fixx (0) xxxrs. If Mr. Bowers elects to receive this extended medxxxx xxxxxage, he shall also be entitled to elect coverage under the Group Health Plan for his dependents who were participating in the Group Health Plan on Mr. Bowers' Termination Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Mr. Bowers' extended medical coverage under this Xxxxxxxph 2.(c)(i) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan. (A) The extended medical coverage afforded to Mr. Bowers pursuant to Paragraph 2.(c)(i), as well as the premiums to be paid by Mr. Bowers in connection with such coxxxxxx xxxll be determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of this Agreement, if the Executive (and, Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage be paid by Mr. Bowers in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) this exxxxxxx xxxerage shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) due on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees first day of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof)each month; provided, however, that if he fails to pay his premium within thirty (i30) the Medical Continuation Benefits days of its due date, such extended coverage shall be terminated. (including any Medical Continuation Benefits that are B) Any Group Health Plan coverage provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage periodunder Paragraph 2.(c)(i) shall be provided on a part of and not in addition to any COBRA Coverage which Mr. Bowers or his dependents may elecx. Xx xxx event that Mr. Bowers or his dependents become exxxxxxx xx xx covered, by virtue of re-employment or otherwise, by any employer-sponsored group health plan or is eligible for coverage under any government-sponsored health plan during the same terms above period, coverage under the Company's Group Health Plan available to Mr. Bowers or his dependents by virtux xx xxx xxxxxxxxxx of Paragraph 2.(c)(i) shall terminate, except as may otherwise be required by law, and conditions that apply to COBRA coverage (including termination thereof), shall not be renewed. (ii) if the Medical Continuation Benefits are Mr. Bowers shall be entitled to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in receive xxxx xx an amount equal to the COBRA Premium, Company's and Mr. Bowers' cost of premiums for three (iii3) years xx xxxxrage under the Medical Continuation Benefits shall be provided Group Health Plan and Group Life Insurance Plan in a manner that complies accordance with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 terms of such plans as of the Public Health Service Act) or that date of the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, Change in Control. (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.d)

Welfare Benefits. Subject 5.8.8.1 The Seller and its Affiliates shall be solely responsible for (a) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) under Seller Benefit Plans that are either (x) Foreign Benefit Plans for which there are neither any book reserves nor any Funded Assets or (y) U.S. Benefit Plans (collectively, "Welfare Benefits") that are incurred by or with respect to any Transferred Employee before the terms applicable Hire Date and conditions of this Agreement, if any Former Business Employee at any time; (b) claims relating to COBRA Coverage under Seller Benefit Plans attributable to "qualifying events" with respect to any (i) Transferred Employee and his or her beneficiaries and dependents that occur on or before the Executive applicable Hire Date and (ii) Former Business Employee and his or her beneficiary or dependents that occur any time; and, ; (c) claims for workers compensation that are incurred by or with respect to any Transferred Employee before the extent applicable, his/her eligible dependents) is eligible to applicable Hire Date. The Purchasers and elects COBRA coverage in connection with their respective Affiliates (including the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverageTransferred Subsidiaries) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company solely responsible for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation all other claims for Welfare Benefits with respect to Transferred Employees (including claims relating to COBRA Coverage attributable to "qualifying events" with respect to any Medical Continuation Benefits Transferred Employee and his or her beneficiaries and dependents that are provided pursuant to this Section 4(c) for periods occur after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofapplicable Hire Date), and (ii) if claims for workers compensation that are incurred by or with respect to any Transferred Employee on or after the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu applicable Hire Date. For purposes of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, : (A) the Executive a EXECUTION COPY -------------- medical/dental claim shall be considered incurred when the services are rendered or the supplies are provided, in lieu thereof, with and not when the condition arose; provided that claims relating to a taxable monthly payment in an amount equal to hospital confinement that begins before the COBRA Premium applicable Hire Date but continues thereafter shall be treated as incurred on or before the applicable Hire Date; (B) Sempra Energy a disability claim shall have be considered incurred on or before the authority to amend applicable Hire Date if the Agreement injury or condition giving rise to the limited extent reasonably necessary claim occurs on or before the applicable Hire Date and (C) a claim for workers compensation shall be considered to avoid such violation be incurred before the applicable Hire Date only if (I) it arises solely out of law an injury or tax or penalty condition that occurred before the applicable Hire Date and shall use all reasonable efforts to provide the Executive with a comparable benefit that (II) it does not violate involve an aggravation of an injury or second injury that occurs on or after the applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state lawHire Date.

Welfare Benefits. Subject If Mr. McCrary meets the eligibility requirements xx Xxxxgraph 2.(a) hereof and is not otherwise eligible to receive retiree medical and life insurance benefits provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan, he shall be entitled to the benefits set forth in this Paragraph 2.(c). (i) Mr. McCrary shall be eligible to particxxxxx xx xxx Company's Group Health Plan, upon payment of both the Company's and his monthly premium under such plan, for a period of six (6) months for each of Mr. McCrary's Years of Service, not to exceex xxxx (0) xxxxx. Xx Mr. McCrary elects to receive this extended medical coverage, he shall also be entitled to elect coverage under the Group Health Plan for his dependents who were participating in the Group Health Plan on Mr. McCrary's Termination Date (and for suxx xxxxx xxxxndents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Mr. McCrary's extended medical coverage xxxxx xxxx Xxxagraph 2.(c)(i) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan. (A) The extended medical coverage afforded to Mr. McCrary pursuant to Paragraph 2.(c)(i), as xxxx xs the premiums to be paid by Mr. McCrary in connection with such coverage xxxxx xx determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of this Agreement, if the Executive (and, Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage be paid by Mr. McCrary in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) this extendex xxxxxxxx shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) due on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees first day of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof)each month; provided, however, that if he fails to pay his premium within thirty (i30) the Medical Continuation Benefits days of its due date, such extended coverage shall be terminated. (including any Medical Continuation Benefits that are B) Any Group Health Plan coverage provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage periodunder Paragraph 2.(c)(i) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu a part of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition toto any COBRA Coverage which Mr. McCrary or his dependents may elect. In the event that Mr. McCrary or his dependents become eligible to be covered, by virtue of re-employment or otherwise, by any employer-sponsored group health plan or is eligible for coverage under any government-sponsored health plan during the above period, coverage under the Company's Group Health Plan available to Mr. McCrary or his dependents by virtue of txx xxxxxxxxns of Paragraph 2.(c)(i) any benefits to which the Executive shall terminate, except as may otherwise be required by law, and shall not be renewed. (and the Executive’s covered dependentsii) may Mr. McCrary shall be entitled to receive cash xx xx xxxunt equal to the Company's and Mr. McCrary's cost of premiums for three (0) xxxxx xx xxverage under COBRA or similar provisions the Group Health Plan and Group Life Insurance Plan in accordance with the terms of applicable state law.such plans as of the date of the Change in Control. (d)

Welfare Benefits. Subject If Mr. Garrett meets the eligibility requirements of Paraxxxxx 0.(x) hereof and is not otherwise eligible to receive retiree medical and life insurance benefits provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan, he shall be entitled to the benefits set forth in this Paragraph 2.(c). (i) Mr. Garrett shall be eligible to participate in xxx Xxxxany's Group Health Plan, upon payment of both the Company's and his monthly premium under such plan, for a period of six (6) months for each of Mr. Garrett's Years of Service, not to exceed xxxx (0) xxxrs. If Mr. Garrett elects to receive this extended mxxxxxx xxxxrage, he shall also be entitled to elect coverage under the Group Health Plan for his dependents who were participating in the Group Health Plan on Mr. Garrett's Termination Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Mr. Garrett's extended medical coverage under xxxx Xxxxxxxph 2.(c)(i) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan. (A) The extended medical coverage afforded to Mr. Garrett pursuant to Paragraph 2.(c)(i), as well as the premiums to be paid by Mr. Garrett in connection with such xxxxxxxx xxall be determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of this Agreement, if the Executive (and, Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage be paid by Mr. Garrett in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) this xxxxxxxx xxverage shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) due on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees first day of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof)each month; provided, however, that if he fails to pay his premium within thirty (i30) the Medical Continuation Benefits days of its due date, such extended coverage shall be terminated. (including any Medical Continuation Benefits that are B) Any Group Health Plan coverage provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage periodunder Paragraph 2.(c)(i) shall be provided on a part of and not in addition to any COBRA Coverage which Mr. Garrett or his dependents may elxxx. Xx xxx event that Mr. Garrett or his dependents become xxxxxxxx xx xx covered, by virtue of re-employment or otherwise, by any employer-sponsored group health plan or is eligible for coverage under any government-sponsored health plan during the same terms above period, coverage under the Company's Group Health Plan available to Mr. Garrett or his dependents by virxxx xx xxx xxxxxxxxxx of Paragraph 2.(c)(i) shall terminate, except as may otherwise be required by law, and conditions that apply to COBRA coverage (including termination thereof), shall not be renewed. (ii) if the Medical Continuation Benefits are Mr. Garrett shall be entitled to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in recxxxx xxxx xn an amount equal to the COBRA Premium, Company's and Mr. Garrett's cost of premiums for three (iii3) xxxxx xx xxxxrage under the Medical Continuation Benefits shall be provided Group Health Plan and Group Life Insurance Plan in a manner that complies accordance with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 terms of such plans as of the Public Health Service Act) or that date of the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, Change in Control. (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.d)

Welfare Benefits. Subject Upon a Qualified Termination, from the Date of Termination until the third anniversary of the Date of Termination or, with respect to each welfare benefit other than health care and life insurance benefits, such shorter period as the terms and conditions receipt of this Agreement, if such welfare benefit is not considered taxable income to the Executive (andthe “Benefit Continuation Period”), to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with Company shall provide welfare benefits for the Executive and/or the Executive’s Involuntary Terminationfamily at least equal to, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same after-tax cost to the Executive and/or the Executive’s family, as apply those that would have been provided to similarly-situated active employees them in accordance with the plans, programs, practices and policies providing welfare benefits and at the benefit level as in effect immediately prior to the Change of Control if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up its Affiliates and their families at no cost to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) or his family. Such welfare benefits shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive and/or the Executive, in lieu of ’s family only if permitted under the Medical Continuation Benefits for any period in excess of applicable plan or policy under which the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal welfare benefit is provided and only to the COBRA Premiumextent that the receipt of such welfare benefit, other than health care and (iii) life insurance benefits, is not considered taxable income to the Medical Executive. To the greatest extent possible, the health care benefits provided during the Benefit Continuation Benefits Period shall be provided in such a manner that complies with Treasury Regulation such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes. Any health care benefits to be provided during the Benefit Continuation Period that would be included in the Executive’s income for federal income tax purposes shall be provided only during the period of time during which (but for the provisions of this Section 1.409A-1(a)(52(b)) the Executive would be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits canExecutive becomes re-employed with another employer and is eligible to receive health care or other welfare benefits under another employer provided plan, the health care and other welfare benefits provided hereunder shall be secondary to those provided under such other plan, and such other benefits shall not be provided without potentially violating by the Company, during such applicable law (including, without limitation, Section 2716 period of the Public Health Service Act) or that eligibility. The Executive’s entitlement to COBRA Coverage shall not be offset by the provision of Medical Continuation Benefits benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (ASection 2(b) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under period of COBRA or similar provisions Coverage shall commence at the end of applicable state lawthe Benefit Continuation Period.

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six thirty (630) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company's employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the “Welfare Benefits”), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer's cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (and up to an additional twelve (12COBRA) months if shall commence at the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) end the Medical Continuation Officer's Severance Period. Benefits (including any Medical Continuation Benefits that are provided otherwise receivable by the Officer pursuant to this Section 4(c) for periods after the maximum COBRA coverage periodParagraph 4(d) shall be provided on reduced to the same terms and conditions that apply extent comparable benefits are actually received by or made available to COBRA coverage the Officer (including termination thereof), (ii) if other than benefits available at the Medical Continuation Benefits are to be provided Officer's sole expense pursuant to COBRA) during the thirty (30) month continuation period provided in this Section 4(cParagraph 4(d) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide (and any such benefits actually received or cause to be provided made available to the Executive, in lieu Officer shall be reported to the Company by the Officer). To the extent the continuation of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Welfare Benefits under this Agreement would subject Sempra Energy Paragraph 4(d) is, or any of its Affiliates to a material tax or penaltyever becomes, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement Officer and to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Welfare Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may Officer would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under COBRA or similar provisions if the Officer elected such coverage and paid the applicable premiums, the Company shall administer such continuation of applicable state law.coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 36 months following the date of Involuntary Termination of Employment, the Company shall maintain in full force and effect for the continued benefit of the Executive (and/or his spouse, children, dependents or other beneficiaries (hereinafter collectively referred to as the “Beneficiaries”)) each employee health plan and welfare benefit plan (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended) in which the Executive (and/or any of the Beneficiaries) was entitled to participate immediately prior to the Involuntary Termination (and up of Employment. If the terms of any such employee health plan or welfare benefit plan do not permit such continued participation, then the Company will arrange to an additional twelve (12) months if provide to the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including and/or any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of Beneficiaries) a benefit substantially similar to and no less favorable then the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and and/or any of the Beneficiaries) was entitled under each such plan at the end of the period of coverage. The Executive (or the Executive’s covered dependentspersonal representative or estate in the event of the Executive’s death or Permanent Disability) may be entitled shall have the option to have assigned to him (or to his personal representative or estate in the event of his death or Permanent Disability) at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company and relating specifically to the Executive. Following the expiration of the 36 month period for Welfare Benefits under this Subsection 2.3(b), the Executive shall have the health care continuation benefits (the “COBRA or similar provisions benefits”) provided for in Internal Revenue Code Section 4980B(f) and the Company shall pay the full expense thereof without reimbursement by the Executive. In the event of applicable state lawan Involuntary Termination after a Change of Control, the Company shall for a period of 36 months following the date of such Involuntary Termination also provide the Executive with other fringe benefits (including, but not limited to, short-term disability insurance, long-term disability insurance, life insurance, club memberships, automobile allowances, and other supplementary benefits) which were provided by the Company for the Executive during his employment.

Welfare Benefits. Subject If Mr. Fanning meets the eligibility requirements of Paragxxxx 0.(x) hereof and is not otherwise eligible to receive retiree medical and life insurance benefits provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan, he shall be entitled to the benefits set forth in this Paragraph 2.(c). (i) Mr. Fanning shall be eligible to participate in xxx Xxxxxny's Group Health Plan, upon payment of both the Company's and his monthly premium under such plan, for a period of six (6) months for each of Mr. Fanning's Years of Service, not to exceed xxxx (0) xxxxs. If Mr. Fanning elects to receive this extended mexxxxx xxxxxage, he shall also be entitled to elect coverage under the Group Health Plan for his dependents who were participating in the Group Health Plan on Mr. Fanning's Termination Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Mr. Fanning's extended medical coverage under xxxx Xxxxxxxxh 2.(c)(i) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan. (A) The extended medical coverage afforded to Mr. Fanning pursuant to Paragraph 2.(c)(i), as xell as the premiums to be paid by Mr. Fanning in connection with such cxxxxxxx xxxll be determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of this Agreement, if the Executive (and, Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage be paid by Mr. Fanning in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) this exxxxxxx xxxerage shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) due on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees first day of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof)each month; provided, however, that if he fails to pay his premium within thirty (i30) the Medical Continuation Benefits days of its due date, such extended coverage shall be terminated. (including any Medical Continuation Benefits that are B) Any Group Health Plan coverage provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage periodunder Paragraph 2.(c)(i) shall be provided on a part of and not in addition to any COBRA Coverage which Mr. Fanning or his dependents may elexx. Xx xxx event that Mr. Fanning or his dependents become xxxxxxxx xx xx covered, by virtue of re-employment or otherwise, by any employer-sponsored group health plan or is eligible for coverage under any government-sponsored health plan during the same terms above period, coverage under the Company's Group Health Plan available to Mr. Fanning or his dependents by virtxx xx xxx xxxxxxxxxx of Paragraph 2.(c)(i) shall terminate, except as may otherwise be required by law, and conditions that apply to COBRA coverage (including termination thereof), shall not be renewed. (ii) if the Medical Continuation Benefits are Mr. Fanning shall be entitled to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in recexxx xxxx xx an amount equal to the COBRA Premium, Company's and Mr. Fanning's cost of premiums for three (iii3) yxxxx xx xxxxxage under the Medical Continuation Benefits shall be provided Group Health Plan and Group Life Insurance Plan in a manner that complies accordance with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 terms of such plans as of the Public Health Service Act) or that date of the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, Change in Control. (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.d)

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 24 months following the date of the Involuntary Termination Executive’s Separation from Service (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical “Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofPeriod”), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts arrange to provide the Executive with a comparable benefits (the “Employee Benefits”), including travel accident, major medical, dental care and other welfare benefit programs, substantially similar to those in effect immediately prior to the Change in Control, or, if greater, to those that does the Executive was receiving or entitled to receive immediately prior to the date of the Executive’s Separation from Service (or, if greater, immediately prior to the reduction, termination, or denial described in Section 2(b)(ii)(D)). If and to the extent that any benefit described in this Section 4(b) is not violate applicable law or subject Sempra Energy cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, the Executive’s dependents and beneficiaries of its Affiliates such Employee Benefits along with, in the case of any benefit which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any subsidiary, an additional amount such that after payment by the Executive, or the Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such tax or penaltytaxes. Any Medical Continuation Employee Benefits provided otherwise receivable by the Executive pursuant to this Section 4(c4(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits actually received by the Executive shall be co-extensive with (reported by the Executive to the Company. In addition, the Executive shall receive additional age and not service credit for the Continuation Period for purposes of the Executive’s eligibility to receive any retiree medical benefits. To the extent the continuation of the Employee Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive and to the extent the Employee Benefits that are medical benefits continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under COBRA or similar provisions a group health plan of the Company under Code section 4980B (COBRA) if the Executive elected such coverage and paid the applicable state law.premiums, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 24 months following the date of the Involuntary Termination Executive's Separation from Service (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical "Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofPeriod"), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts arrange to provide the Executive with a comparable benefits (the "Employee Benefits"), including travel accident, major medical, dental care and other welfare benefit programs, substantially similar to those in effect immediately prior to the Change in Control, or, if greater, to those that does the Executive was receiving or entitled to receive immediately prior to the date of the Executive's Separation from Service (or, if greater, immediately prior to the reduction, termination, or denial described in Section 2(b)(ii)(D)). If and to the extent that any benefit described in this Section 4(b) is not violate applicable law or subject Sempra Energy cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, the Executive's dependents and beneficiaries of its Affiliates such Employee Benefits along with, in the case of any benefit which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any subsidiary, an additional amount such that after payment by the Executive, or the Executive's dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such tax or penaltytaxes. Any Medical Continuation Employee Benefits provided otherwise receivable by the Executive pursuant to this Section 4(c4(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits actually received by the Executive shall be co-extensive with (reported by the Executive to the Company. In addition, the Executive shall receive additional age and not service credit for the Continuation Period for purposes of the Executive's eligibility to receive any retiree medical benefits. To the extent the continuation of the Employee Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive and to the extent the Employee Benefits that are medical benefits continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under COBRA or similar provisions a group health plan of the Company under Code section 4980B (COBRA) if the Executive elected such coverage and paid the applicable state law.premiums, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve six (126) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for For a period of up to six (6) 36 months following the date of the Involuntary Termination Executive’s Separation from Service (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical “Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereofPeriod”), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts arrange to provide the Executive with a comparable benefits (the “Employee Benefits”), including travel accident, major medical, dental care and other welfare benefit programs, substantially similar to those in effect immediately prior to the Change in Control, or, if greater, to those that does the Executive was receiving or entitled to receive immediately prior to the date of the Executive’s Separation from Service (or, if greater, immediately prior to the reduction, termination, or denial described in Section 2(b)(ii)(D)). If and to the extent that any benefit described in this Section 4(b) is not violate applicable law or subject Sempra Energy cannot be paid or provided under any policy, plan, program or arrangement of the Company or any subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, the Executive’s dependents and beneficiaries of its Affiliates such Employee Benefits along with, in the case of any benefit which is subject to tax because it is not or cannot be paid or provided under any such policy, 8 plan, program or arrangement of the Company or any subsidiary, an additional amount such that after payment by the Executive, or the Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such tax or penaltytaxes. Any Medical Continuation Employee Benefits provided otherwise receivable by the Executive pursuant to this Section 4(c4(b) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits actually received by the Executive shall be co-extensive with (reported by the Executive to the Company. In addition, the Executive shall receive additional age and not service credit for the Continuation Period for purposes of the Executive’s eligibility to receive any retiree medical benefits. To the extent the continuation of the Employee Benefits under this Section 4(b) is, or ever becomes, taxable to the Executive and to the extent the Employee Benefits that are medical benefits continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under COBRA or similar provisions a group health plan of the Company under Code section 4980B (COBRA) if the Executive elected such coverage and paid the applicable state law.premiums, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, howeverthe Executive and his dependents shall be provided with group medical benefits which are substantially similar to those provided from time to time to similarly situated active employees of the Company (and their eligible dependents) (“Medical Continuation Benefits”). Without limiting the generality of the foregoing, that (i) the such Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on substantially the same terms and conditions that and at the same cost to the Executive as apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu similarly situated active employees of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits Company. Such benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (Ai) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the monthly premium that the Executive would be required to pay to continue the Executive’s and his covered dependents’ group medical benefit coverages under COBRA Premium as then in effect (which amount shall be based on the premiums for the first month of COBRA coverage) or (Bii) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.d)

Welfare Benefits. Subject to the terms and conditions of this Agreement, the Executive and the Executive’s dependents shall be provided with life, disability, accident and Medical Continuation Benefits (which benefits are collectively referred to herein as “Continued Benefits”) which are substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive; provided, however, that the Medical Continuation Benefits shall be provided pursuant to this Section 5(c) only if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) Medical Continuation Benefits shall be provided in accordance with group medical benefits as required by COBRA (“COBRA, and the Medical Continuation Benefits”) Benefits shall be provided on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Continued Benefits shall be provided for a period of up to six (6) months following the date of the Involuntary Termination (and up to an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) the Medical Continuation Benefits (including any Medical Continuation Benefits that are provided pursuant to this Section 4(c5(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c5(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5)) and the Continued Benefits will be provided in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section 4(c5(c) shall be co-extensive with (and not in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may be entitled under COBRA or similar provisions of applicable state law.

Welfare Benefits. Subject to the terms and conditions of this Agreement, if the Executive (and, to the extent applicable, his/her eligible dependents) is eligible to and elects COBRA coverage in connection with the Executive’s Involuntary Termination, then the Executive (and the Executive’s dependents who have elected COBRA coverage) The Officer shall be provided with group medical benefits as required by COBRA (“Medical Continuation Benefits”) on substantially the same terms and conditions and at the same cost to the Executive as apply to similarly-situated active employees of the Company for the same type and level of coverage. The Medical Continuation Benefits shall be provided entitled for a period of up to six thirty (630) consecutive months following the date month in which a Qualifying Termination occurs to receive medical, dental and life insurance benefits that are similar in all material respects as those benefits provided under the Company’s employee benefit plans, policies and programs to senior executives of Company who have not terminated their employment (collectively, such benefits are referred to hereinafter as the “Welfare Benefits”), at no greater monthly cost to the Officer than the cost paid by such senior executives. If the Company cannot provide such benefits under its employee benefit plans, policies and programs the Company either shall provide such benefits to the Officer outside such plans, policies and programs at no additional expense or tax liability to the Officer or shall reimburse the Officer for the Officer’s cost to purchase such benefits and for any tax liability for any such reimbursement. The continuation period for medical and dental benefits Section 4980B of the Involuntary Termination Code (and up to an additional twelve (12COBRA) months if shall commence at the Executive provides consulting services under Section 14(f) hereof); provided, however, that (i) end the Medical Continuation Officer’s Severance Period. Benefits (including any Medical Continuation Benefits that are provided otherwise receivable by the Officer pursuant to this Section 4(c) for periods after the maximum COBRA coverage period) shall be provided on the same terms and conditions that apply to COBRA coverage (including termination thereof), (ii) if the Medical Continuation Benefits are to be provided pursuant to this Section 4(c) past the maximum COBRA coverage period, Sempra Energy may, in its sole discretion, provide or cause to be provided to the Executive, in lieu of the Medical Continuation Benefits for any period in excess of the maximum COBRA coverage period, a taxable monthly cash payment in an amount equal to the COBRA Premium, and (iii) the Medical Continuation Benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the Medical Continuation Benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of Medical Continuation Benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (A) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the COBRA Premium or (B) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty. Any Medical Continuation Benefits provided pursuant to this Section Paragraph 4(c) shall be co-extensive with reduced to the extent comparable benefits are actually received by or made available to the Officer (other than benefits available at the Officer’s sole expense pursuant to COBRA) during the thirty (30) month continuation period provided in this Paragraph 4(c) (and not any such benefits actually received or made available to the Officer shall be reported to the Company by the Officer). To the extent the continuation of the Welfare Benefits under this Paragraph 4(c) is, or ever becomes, taxable to the Officer and to the extent the Welfare Benefits continue beyond the period in addition to) any benefits to which the Executive (and the Executive’s covered dependents) may Officer would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under COBRA or similar provisions if the Officer elected such coverage and paid the applicable premiums, the Company shall administer such continuation of applicable state law.coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):