Exhibit10.2 10q1q03



Exhibit
10.2


PG&E
CORPORATION

EXECUTIVE STOCK OWNERSHIP PROGRAM


Administrative Guidelines

(As amended February 19, 2003)


1.         
Description.  The Executive Stock Ownership Program
(“Program”) was approved by the Nominating and
Compensation Committee of the Board of Directors on October 15,
1997.  The Program is an important element of the
Committee’s compensation policy of aligning executive
interests with those of the Corporation’s shareholders. 
As an integral part of the Program, the Committee also authorized
the use of Special Incentive Stock Ownership Premiums
(“SISOPs”) which are designed to provide incentives to
Eligible Executives to assist in achieving minimum stock ownership
targets established by the Committee.  These Guidelines were
originally adopted by the Committee on November 19, 1997, amended
by the Committee on July 22, 1998, October 21, 1998, February 16,
2000, September 19, 2000, and February 19, 2003.  These
amended Guidelines, along with the written materials provided to
the Committee on October 15, 1997, describe the Program which
became effective on January 1, 1998.  The Program is
administered by the Corporation’s Senior Human Resources
Officer.


2.         
Eligible Executives.  The Chief Executive Officer shall
designate the officers of the Corporation and its affiliates who
shall be Eligible Executives covered by the Program. The officers
covered by the Guidelines and the applicable total stock ownership
target (“Target”) are: 


	


 Officer Band

	


 Position

	
Total
Stock

 Ownership Target


	
1

	
CEO

	
3 x base
salary


	
2

	
Heads of
Business Lines,

 CFO, & General Counsel

	


 2 x base salary


	
3

	
SVPs of
Corp. & Utility

	
1.5 x base
salary







3.         AnnualMilestones.  
Under the Guidelines, Targets are designed to be achieved by the
end of the fifth calendar year following the calendar year in which
an officer first becomes an Eligible Executive (“Target
Date”).  Annual Milestones have been established as a
means of measuring progress towards achieving Targets and of
providing incentives for Eligible Executives to expeditiously meet
their Targets.  The Annual Milestone at the end of the first
full calendar year is 20 percent of the Target, and the Annual
Milestone for each succeeding year is an additional 20 percent of
the Target.  Annual Milestones shall be adjusted to reflect
changes in base salary; provided, however, that in each instance
any such modification shall be amortized over the remaining
original five-year term.  Following the Target Date, Targets
also shall be modified to reflect changes in base
salary. 


4.         
Calculation of Stock Ownership Levels.  Stock ownership
level is the dollar value of stock and stock equivalents owned by
an Eligible Executive and calculated as of the last day of the
calendar year (“Measurement Date”).  The purpose
of this calculation is to determine the value of the stock or stock
equivalents owned by the Eligible Executive as compared with the
Annual Milestone or Target for that executive.  For purposes
of this calculation, the value per share of stock or stock
equivalent ("Measurement Value") is the average closing price of
PG&E Corporation common stock as traded on the New York Stock
Exchange for the last thirty (30) trading days of the
year.


         a)         The
value of stock beneficially owned by the Eligible Executive is
determined by multiplying the number of shares owned beneficially
on the Measurement Date times the Measurement Value.


         b)         The
value of PG&E Corporation phantom stock units credited to the
Eligible Executive's account in the PG&E Corporation
Supplemental Retirement Savings Plan (“SRSP”) is
determined by multiplying the number of phantom stock units
credited to the Eligible Executive's SRSP account on the
Measurement Date times the Measurement Value.


         c)         The
value of stock held in the PG&E Corporation stock fund of any
defined contribution plan maintained by PG&E Corporation or any
of its subsidiaries is determined by multiplying the number of
shares in such plan on the Measurement Date times the Measurement
Value.


         d)         The
value of restricted stock held by the Eligible Executive is
determined by multiplying the number of shares held by the Eligible
Executive on the Measurement Date times the Measurement Value (for
purposes of this calculation, restricted stock shall include any
shares that have been approved by the Nominating, Compensation and
Governance Committee but not yet issued as of the Measurement
Date).


         e)         For
Eligible Executive’s whose Target Date is on or before
12/31/2004, the value of the frozen share-equivalent units of the
vested "in the money" stock options as of 12/31/2000 is the
difference between the number of options on 12/31/2000 multiplied
by the Measurement Value on 12/31/2000 minus the number of options
on 12/31/2000 multiplied by the option exercise price (for purposes
of this calculation, any value attributable to dividend equivalents
is excluded).


5.         
Award of SISOPs.  SISOPs are awarded to Eligible
Executives who achieve and maintain stock ownership levels prior to
the end of the third year following the year in which an officer
first became an Eligible Executive.  For purposes of
determining awards, the total stock ownership level is calculated
as set forth under paragraph 4 on the Measurement Date; however,
such calculations will exclude the value of restricted stock held
by the Eligible Executive as defined in paragraph 4(d).  The
amount of a SISOP award shall be equal to:


         a)         For
the first year, 20 percent of the amount of the Eligible
Executive’s stock ownership level at the end of the year, up
to the Annual Milestone, plus an additional 30 percent of the
amount by which the stock ownership level exceeds the Annual
Milestone up to the Target; and


         b)         For
each of the second and third years, the current stock ownership
level is reduced by the stock ownership level used to calculate
previous SISOP awards to determine the new ownership then 20
percent of the amount up to the Annual Milestone by which the end
of the year stock ownership level exceeds the beginning of the year
stock ownership level, plus an additional 30 percent of the amount
by which the end of the year balance exceeds the Annual Milestone,
up to the Target.


Each time a SISOP award
calculation is made, a second calculation also is made to determine
the minimum number of shares which must be retained by the Eligible
Executive to avoid forfeiture of the SISOP award ("Minimum
Ownership Level") as discussed below in paragraph 8.  This
calculation converts the dollar value of the stock ownership level
used as the basis for qualifying for SISOPs into a number of shares
of stock by dividing that stock ownership level by the Measurement
Value.  Thus, for example, if an Eligible Executive's stock
ownership level (less restricted stock held) was $250,000 and the
Measurement Value was $25 per share, then the Minimum Ownership
Level would be 10,000 shares.


For purposes of this
calculation, the maximum share ownership level used is the Eligible
Executive's Target.  If an Eligible Executive has a share
ownership level higher than his/her Target, the increment over the
Target is not included.  Thus, for example, if an Eligible
Executive has a Target of $750,000 and his/her share ownership
level is $900,000, then only $750,000 is used to calculate the
Minimum Ownership Level.


6.         
SISOPs Credited to the SRSP.  Upon award, SISOPs are
credited to the Eligible Executive's SRSP account and converted
into units of phantom stock each equal in value to a share of
PG&E Corporation common stock ("SISOP units") as determined in
accordance with the SRSP.  The SISOP units constitute
"incentive awards" authorized to be awarded by the Committee to
Eligible Executives under the PG&E Corporation Long-Term
Incentive Program ("LTIP").  Upon credit of SISOP units to an
Eligible Executive's SRSP account, an equal number of shares of
PG&E Corporation common stock shall be reserved for issuance
from the pool of shares authorized for issuance under the
LTIP.  Once a SISOP unit is credited to the Eligible
Executive's SRSP account, it shall be subject to all of the terms
and conditions specifically applicable to SISOP units under the
SRSP.  Once vested in accordance with paragraph 7 below, SISOP
units are distributed in the form of an equal number of shares of
PG&E Corporation common stock as provided in the
SRSP. 


7.         
Vesting.  SISOPs vest only upon the expiration of three
years after the date of award (provided the Eligible Executive
continues to be employed on such date), or, if earlier, upon an
Eligible Executive's death, disability, Retirement, upon a Change
in Control, as defined in the LTIP, or upon a termination of
employment coincident with the sale of all or substantially all of
the assets of a subsidiary of PG&E Corporation.  An
Eligible Executive's unvested SISOPs will be forfeited upon
termination of employment unless otherwise provided in the PG&E
Corporation Officer Severance Policy or by another separation
agreement


8.         
Forfeiture of SISOP Units.  So long as SISOP units remain
unvested, such units are subject to forfeiture if, on each
Measurement Date, the Eligible Executive's stock ownership is less
than the Minimum Ownership Level established when the SISOPs were
granted (see paragraph 5).  To determine forfeiture, the
following steps are followed on each Measurement Date:


         a)         The
total stock and stock equivalents owned by an Eligible Executive is
determined as set forth under

paragraph 4.  This total ("Current Holdings") is compared with
the Minimum Ownership Level determined when the SISOPs were
granted.  If the Current Holdings are equal to or greater than
the Minimum Ownership Level, then no unvested SISOP units are
forfeited.  If the Current Holdings are less than the Minimum
Ownership Level, then the unvested SISOP units are forfeited in the
same proportion as the Current Holdings are less than Minimum
Ownership Level (for example, if the Current Holdings are 20
percent less than the Minimum Ownership Level, then 20 percent of
the SISOP units are forfeited).


9.         
Failure to Achieve or Maintain Target.  Failure to achieve
stock ownership levels at Target on the Target Date, or to maintain
stock ownership levels at Target on any Measurement Date
thereafter, will result in the deferral into the PG&E
Corporation Phantom Stock Fund of the SRSP of annual awards from
the Performance Unit Plan (“PUP”) and the Short-Term
Incentive Plan (“STIP”).  As of any Measurement
Date, to the extent that stock ownership levels are below Target,
PUP awards shall be converted into PG&E Corporation Phantom
Stock Units and held in the PG&E Corporation Phantom Stock Fund
of the SRSP.  If, with the addition of the phantom stock units
attributable to the PUP award, the stock ownership level is still
below Target for any Measurement Date, any STIP award above target
STIP also shall be converted into phantom stock units, to the
extent necessary to achieve the Target stock ownership level. 
Such conversion of PUP and STIP awards shall continue for
successive Measurement Dates, if necessary, until Target is
met.  Phantom stock units attributable to PUP and STIP awards
described in this paragraph 9 will be paid from the SRSP in a lump
sum in January of the year following the year in which the Eligible
Executive's employment terminates, or upon such earlier date as may
have been elected by the Eligible Executive within thirty days
after the date of mandatory deferral of PUP and/or STIP awards
which date shall not be earlier than three (3) years after the date
of mandatory deferral.