ex1054.htm


     

     

    Exhibit
10.54               



    PG&E
Corporation and Pacific Gas and Electric Company

    Executive
Incentive Compensation Recoupment Policy

    Effective
February 17, 2010

     

    The
PG&E Corporation Executive Incentive Compensation Recoupment Policy (Policy)
applies if either PG&E Corporation or Pacific Gas and Electric Company (each
a Company) restates financial statements that were filed with the Securities and
Exchange Commission (SEC) within the three years preceding the
restatement.

     

    Under the
proposed Policy, if either Company restates its financial statements with
respect to any fiscal year within the three-year period preceding the filing of
the restatement (a Restatement Year), the PG&E Corporation Compensation
Committee (Compensation Committee) and, if applicable, the Board of Directors of
that Company may, in good faith exercise of their reasonable discretion and to
the extent permitted by law, seek recoupment of performance-based short-term and
long-term incentive compensation previously provided with respect to a
Restatement Year to any individual who served as a Section 16 Officer 1 of that
Company during that Restatement Year.

     

    The
Compensation Committee and, if applicable, each Company’s Board may exercise
their discretion to recoup performance-based incentive compensation
that:

     

    
      	
              ·  

            	
              was
      previously provided with respect to a Restatement Year to any individual
      who was a Section 16 Officer of PG&E Corporation or Pacific Gas and
      Electric Company during such a Restatement Year,
  and

            


    

     

    
      	
              ·  

            	
              is
      no greater than the difference between the amount of performance-based
      short-term and long-term incentive compensation previously provided to
      such Section 16 Officer and the lower payment that would have been
      received by that Section 16 Officer if the financial statements had
      originally been filed as subsequently restated (with the Compensation
      Committee and, if applicable, the Board, exercising discretion regarding
      whether to adjust the values to account for the tax consequences to the
      Section 16 Officer) and

            


    

     

    
      	
              ·  

            	
              was
      paid after the effective date of this
Policy.

            


    

     

    The Boards of Directors of each Company delegate the
administration of the Policy to the Compensation Committee, including authority
to determine whether or not to seek recoupment of compensation, except that
decisions will be made by each Board of Directors with respect to that
particular Company’s Chief Executive Officer.2

     

    

      

    

    
 

      
        	
                1

              	
                “Section 16 Officer” includes an
      “officer” of either Company who is subject to the reporting and short
      swing profit liability provisions of Section 16 of the Securities Exchange
      Act of 1934, as
amended.

              


      

    

    
 

      
        	
                2

              	
                The Board of Directors shall make
      this determination with respect to the Company’s President, in the event
      the chief executive officer position is not
    occupied.