PENSION AND BENEFIT AGREEMENT

This Agreement, made and entered into at Los Angeles, California, as of this tenth day of December, 2004, by and between Southern California Gas Company, a California corporation, with its principal place of business at 555 West Fifth Street, in said City and State, party of the first part, hereinafter referred to as the "Company" and the Utility Workers Union of America, AFL-CIO, and International Chemical Workers Union Council, UFCW, AFL-CIO, parties of the second part, hereinafter referred to as the "Union".

WITNESSETH:

That it is the intent and purpose of the parties hereto to incorporate herein the provisions of the Company's Life Insurance, Disability Benefit, and Pension Plans, hereinafter referred to as the "Plans," and that this Agreement, arrived at through the process of collective bargaining in the manner provided by law, represents the determination of all issues pertaining directly or indirectly to the subject of Pension, Life Insurance, and Disability Benefits for employees covered by this Agreement and sets forth herein the agreement relating to such benefits to be observed between the parties hereto and that said parties to this Agreement, acting through their respective duly authorized representatives, promise and agree as follows:

Article I - Scope

The provisions of this Agreement shall apply to all employees who are covered by that certain Agreement between the parties hereto dated January 1, 2005, covering rates of pay, hours of work, and conditions of employment, or by said Agreement as it may be subsequently modified, or by any superseding agreement.

Article II - State of the Life Insurance,

Disability Benefit and Pension Plans

The provisions of the State of the Life Insurance, Disability Benefit, and Pension Plans, Amended as of January 1, 2005," which is included herein as Exhibit A and made a part hereof by reference, shall be applicable during the term of this Agreement without revision, except as provided under Article IV herein, to all employees who are covered by this Agreement.

Article III - Company Commitment to Provide

for the Cost of the Pension Plan

During the term of this Agreement, the Company shall contribute to the Pension Plan trust fund, as set forth herein, such amounts of money as in the aggregate, when considered with contributions heretofore made to the Company for the payment of retirement benefits under the Plan, shall not be less than the amount which shall have been estimated by qualified actuarial consultants employed by the Company to be sufficient to pay such of the said retirement benefits as shall become due and payable during the term of this Agreement, and sufficient, within the expectation that the Pension Plan will be continued in effect indefinitely into the future, to meet the reasonable and prudent funding requirements of the Pension Plan as also estimated by qualified actuarial consultants employed by the Company, except that if any time during the term of this Agreement the Department of Labor or the Internal Revenue Service of the United States, or any other agency, board, commission, or bureau having jurisdiction over such matters shall disallow, challenge, or otherwise question the propriety, legality, deductibility, or reasonableness of such contribution, or any business under any statue, law, or rule or regulation promulgated there under, than until approval or allowance shall be obtained, the Company shall be obligated to make only such contributions as will not e disallowed, challenged, or otherwise questioned as aforesaid.

Article IV - Modification

Should the Department of Labor or the Internal Revenue Service of the United States, or any other agency, board, commission, or bureau having jurisdiction over such matters, disapprove or require any changes in the provisions of this Agreement, or should any law require such changes, the parties hereto agree to negotiate appropriate modifications of this Agreement, limited to those changes needed to meet the minimum requirements of the law. The Company retains the right to modify the Plans for retirees and for employees to whom this Agreement does not apply under Article I herein.