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10.1Exhibit A - Form of LLP AgreementDated [ ]THE ROYAL BANK OF SCOTLAND plcandSEMPRA GLOBALandSEMPRA ENERGY TRADING INTERNATIONAL, B.V.andRBS SEMPRA COMMODITIES LLPandSEMPRA ENERGY(solely for the purposes of Clauses 13.1, 15.1, 15.2, 17 and 18.15)LIMITED LIABILITY PARTNERSHIP AGREEMENT

This Agreement is made on [ ] between:(1)The Royal Bank of Scotland plc, a public limited company incorporated in Scotland whoseregistered office is at 36 St Andrew Square, Edinburgh EH2 2YB (“RBS”);(2)Sempra Global, a corporation duly organised and existing under the laws of California, USAwhose registered office is at 101 Ash, San Diego, California 92101, USA (Sempra Global, orsuch other Qualifying Subsidiary as Sempra Energy may designate prior to the date hereof,“SG”);(3)Sempra Energy Trading International, B.V., a company formed under the laws of theNetherlands whose registered office is at Olympic Plaza, Fred. Roeskestraat 123, 1076 EEAmersterdam, the Netherlands (Sempra Energy Trading International, B.V., or such otherQualifying Subsidiary as Sempra Energy may designate prior to the date hereof, “SETI”);(4)Sempra Energy, a corporation duly organised and existing under the laws of California, USAwhose registered office is at 101 Ash, San Diego, California 92101, USA (“Sempra Energy”);and(5)RBS Sempra Commodities LLP, a limited liability partnership formed under the UnitedKingdom Limited Liability Partnership Act 2000 and the regulations made thereunder whoseregistered office is at [ ] (the “Partnership”).Whereas:(A)Sempra Energy, SG, SETI and RBS entered into a Master Formation and Equity InterestPurchase Agreement on July 9, 2007 which provides for RBS and Sempra Energy to contributecash and cash equivalents to the Partnership to fund the purchase by the Partnership of theSET Companies and the repayment to Sempra Energy of inter-company debt.(B)The Partnership was incorporated in England under the Act (as defined below) underpartnership no. [OC ] on 2007 pursuant to the Incorporation Document.(C)[RBS Entity] and [RBS Entity] were the Members of the Partnership on incorporation.(D)The parties to this Agreement wish to enter into this Limited Liability Partnership Agreement togovern the future operation of the Partnership and the mutual rights and duties of its Members.(E)RBS and the members of the SET Group have entered into that certain Commodities TradingActivities Master Agreement dated as of the date hereof (the “Commodities TradingActivities Master Agreement”) pursuant to which the SET Group will engage in the SETBusiness as agent on behalf of RBS and the Partnership will make its capital available to RBS,and will assume the risk of loss, in connection with the SET Business.It is agreed as follows:1Interpretation1.1DefinitionsIn this Agreement unless the context otherwise requires:“AAA” has the meaning provided in Clause 19.2.1;1

“AAA Rules” has the meaning provided in Clause 19.2.1;“Accession Deed” means a deed in the form set out in Schedule 1 pursuant to which a Personagrees to become a Member and accedes to this Agreement;“Accounting Dispute Notice” has the meaning provided in Clause 13.1.3(ix);“Accounting Expert” has the meaning provided in Clause 13.1.3(ix);“Accounts” has the meaning provided in Clause 6.2.3;“Acquiror” has the meaning provided in Clause 16.3.4;“Act” means the United Kingdom Limited Liability Partnerships Act 2000, as amended fromtime to time;“Adjusted Contribution Amounts” means the RBS Adjusted Contribution Amount and theSempra Adjusted Contribution Amount;“Adjusted Global Net Income” means, for any Financial Year, the Post-Tax consolidatedincome of the SET Group, determined in accordance with IFRS, plus the Aggregate TransferPricing Adjustment; provided that any items that are specifically addressed in Clause 7.8 shallbe excluded from the computation of Adjusted Global Net Income. For purposes of thisdefinition, “Post-Tax” means a computation made after deductions of any Taxes incurred bythe SET Group and any irrecoverable VAT incurred by RBS or the SET Group as a result of theContributions, as set forth in Section 2.2 of the Master Formation and Equity Interest PurchaseAgreement or in the course of conduct of the Business but not including Taxes (other than VATdescribed in the previous clause of this sentence) of any Member in respect of its respectiveshare of Partnership Net Income or Partnership Net Loss;“Adjusted Global Net Loss” means, for any Financial Year, the Post-Tax consolidated loss ofthe SET Group, determined in accordance with IFRS, plus the Aggregate Transfer PricingAdjustment; provided that any items that are specifically addressed in Clause 7.8 shall beexcluded from the computation of Adjusted Global Net Loss. For purposes of this definition,“Post-Tax” means a computation made after deductions of any Taxes incurred by the SETGroup and any irrecoverable VAT incurred by RBS or the SET Group as a result of theContributions, as set forth in Section 2.2 of the Master Formation and Equity Interest PurchaseAgreement or in the course of conduct of the Business but not including Taxes (other than VATdescribed in the previous clause of this sentence) of any Member in respect of its respectiveshare of Partnership Net Income or Partnership Net Loss;“Affiliate Conduct Rules and Plans” means any laws, rules, regulations, directives,judgements, decrees or orders that are promulgated or imposed by the United States FederalEnergy Regulatory Commission, the public utility commission of any State of the United States(including the California Public Utility Commission) or any similar utility or energy regulatorybodies (for the avoidance of doubt, excluding the FSA) and that are applicable to SempraEnergy or its affiliates, including any codes of conduct, standards of conduct, compliance plansor interlocking directorate rules pertaining to Sempra Energy or its affiliates or adopted bySempra Energy or its affiliates as it or they reasonably deem necessary to comply with suchlaws, rules and regulations, as in effect from time to time and, as to codes of conduct andstandards of conduct adopted internally, of which the Partnership has been notified in writing(such internal codes and standards as in effect as of the Closing being attached hereto asSchedule 2);2

“Aggregate Transfer Pricing Adjustment” means, with respect to any Financial Year, theaggregate amount by which payments by the members of the SET Group during suchFinancial Year to any Member, or any Associated Company thereof, in respect of any goods orservices, the provision of which is subject to the affiliate pricing terms set forth in Clause 13.3,exceed (or are less than, as the case may be), as a result of adjustments required by anapplicable Tax authority, the amount that would have been paid had such provision of goods orservices been on the pricing terms set forth in Clause 13.3;“Agreement” means this Limited Liability Partnership Agreement;“Allocation Percentages” means each of the RBS Allocation Percentage and the SempraAllocation Percentage;“Allocation Percentage Calculation Date” has the meaning provided in Clause 7.1;“Applicable Laws” means, with respect to any Person, any laws, rules, regulations, directives,treaties, judgements, decrees, Governmental Authorisations or orders of any GovernmentalBody that are applicable to and binding on such Person;“Arbitration Demand” has the meaning provided in Clause 19.2.1;“Associated Companies” means, in relation to any Person, any holding company, subsidiary,subsidiary undertaking or any other subsidiaries or subsidiary undertakings of any such holdingcompany; provided that: (i) with respect to the Sempra Members, “Associated Companies”does not include the Sempra Utilities or any other Person now or hereafter owned by SempraEnergy or any of its Associated Companies, that is subject to cost-based rate regulation andregulation as to service by any state, federal or foreign governmental authority and owns oroperates facilities used for (a) the generation, transmission, or distribution of electric energy forsale, (b) the distribution of natural or manufactured gas for heat, light, or power or (c) thecollection, treatment and distribution of water for sale; (ii) with respect to RBS, Sempra Energyor any Member, “Associated Companies” shall not include any member of the SET Group; and(iii) with respect to any Person, “Associated Companies” shall not include (a) any holdingcompany resulting from an acquisition of such Person by another Person, which other Personwas not, prior to such acquisition, an Associated Company of such Person or (b) anysubsidiary or subsidiary undertaking of a holding company described in clause (iii)(a) that was,prior to such acquisition, a subsidiary or subsidiary undertaking, respectively, of such holdingcompany;“Auditors” means the auditors of the Partnership from time to time as appointed pursuant toClause 6.3.8 by the Designated Members;“Average Net Trading Revenue” means, with respect to any Person, the average, for themost recent three years for which financial statements are available for such Person, of thetotal annual net revenue for such Person, determined in accordance with IFRS or GAAP, asapplicable, it being understood that net revenues (i) with respect to any trading activity shallmean the total realized gains, unrealized mark-to-market gains and fee and interest incomegenerated by trading activities, net of interest expense and transaction fees and expensesattributable to such trading activity for such period and (ii) with respect to any othertransactions, the net revenues as reflected in such financial statements;“Board” means the Board of Directors of the Partnership constituted in accordance withClause 12 or, where the context requires, any authorised committee thereof;3