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EXHIBIT 10.43    
  


PG&E CORPORATION

OFFICER SEVERANCE POLICY

(As Amended Effective as of December 19, 2001)  


	1.
	Purpose



This
is the controlling and definitive statement of the Officer Severance Policy of PG&E Corporation ("Policy"). Since Officers are employed at the will of PG&E Corporation and its subsidiaries
("Corporation"), their employment with the Corporation may be terminated at any time, with or without cause. The Policy, which was first adopted effective November 1, 1998, provides Officers of
the Corporation in Officer Compensation Bands I through V ("Officers") with severance benefits if their employment is terminated.(1) Severance benefits for officers not covered by this Policy will be
provided under policies or programs developed by the appropriate lines of business in consultation with and the approval by the Senior Human Resources Officer of the Corporation. 




	(1)
	Severance
benefits for Officers who are currently covered by an employment agreement will continue to be provided solely under such agreements until their expiration at which time
this Policy will become effective for such Officers. 



The
purpose of the Policy is to attract and retain senior management by defining terms and conditions for severance benefits, to provide severance benefits that are part of a competitive total
compensation package, to provide consistent treatment for all terminated officers, and to minimize potential litigation costs associated with Officer termination of employment. 



	2.
	Termination of Employment Not Following a Change in Control or Potential Change in Control



	(a)
	Corporation's Obligations. If the Corporation exercises its right to terminate an Officer's employment without cause and such
termination does not entitle Officer to payments under Section 3, the Corporation shall give the Officer thirty (30) days' advance written notice or pay in lieu thereof. Except as
provided in Section 2(b) below, in consideration of the Officer's agreement to the obligations described in Section 2(c) below and to the arbitration provisions described in
Section 12 below, Corporation shall also provide the following payments and benefits to Officer:(2) 





	(2)
	Any
payments made hereunder shall be less applicable taxes.



	(1)
	The
Corporation shall pay Officer a lump sum severance payment equal to: 1/12 (the sum of the Officer's annual base compensation and the Officer's Short-Term Incentive
Plan target award at the time of his or her termination) times (the number of months that Officer was employed by the Corporation ("Severance Multiple")); provided, however, that the Severance
Multiple shall be no less than 6, nor more than 24 for Officers in Officer Bands I, II, III, or more than 18 for Officers in Officer Bands IV or V. Annual base compensation shall mean the Officer's
monthly base pay for the month in which the Officer is given notice of termination, multiplied by 12.



	(2)
	If
Officer is a participant in the Supplemental Executive Retirement Plan of the Pacific Gas and Electric Company (SERP), Officer may elect to convert any portion of the amount
described in the preceding Section 2(a)(1) to provide for additional years of service and/or additional years to Officer's age for purposes of calculating a benefit under the SERP. The value of
any amount so converted shall be calculated using the same actuarial factors used in calculating benefits under the Retirement Plan for Employees of Pacific Gas and Electric Company. Any severance
amounts converted to provide for additional age and/or years of service for calculating an enhanced benefit under the SERP shall not be eligible for any of the alternative payment elections described
in Section 2.03c. or Section 2.03d. of the SERP. 











	(3)
	If
Officer is a participant in the SERP and if the additional age resulting from a conversion under Section 2(a)(2) does not result in an age of 55 or greater, Officer may
elect to begin receiving an immediately payable SERP benefit. If Officer elects to receive an immediately payable SERP benefit, the Administrator shall use an interest rate and actuarial factors which
the Administrator, in its sole discretion, has determined are appropriate to reflect the true economic value to the Corporation of providing an immediately payable SERP benefit;



	(4)
	The
incentive awards granted to Officer under the Corporation's Long-Term Incentive Program which have not yet vested as of the date of termination will continue to vest
over a period of months
equal to the Severance Multiple after the date of termination as if the Officer had remained employed for such period. For vested stock options as of the date of termination, the Officer shall have
the right to exercise such stock options at any time within their respective terms or within five years after termination, whichever is shorter. For stock options that vest during a period of months
equal to the Severance Multiple, the Officer shall have the right to exercise such options at any time within five years after termination. Awards under the Performance Unit Plan shall continue to
vest and be payable during a period of months equal to the Severance Multiple. Any unvested Performance Unit Plan awards remaining at the end of such period shall be forfeited;



	(5)
	For
Officers in Officer Bands I, II or III, two thirds of the unvested Company stock units in the Officer's account in the Corporation's Deferred Compensation Plan for Officers which
were awarded in connection with the Executive Stock Ownership Program requirements ("SISOPs") shall vest upon the Officer's termination, and one third shall be forfeited. For Officers in Officer Bands
IV and V, one third of any unvested SISOPs shall vest upon the Officer's termination, and two thirds shall be forfeited. Unvested stock units attributable to SISOPs which becomes vested under this
provision shall be distributed to Officer in accordance with the Deferred Compensation Plan after such stock units vest;



	(6)
	For
a period of 18 months, the Corporation shall pay the Officer's COBRA premiums;



	(7)
	If
Officer is terminated after serving consecutively for six months in a fiscal year, Officer shall be entitled to receive a prorated bonus under the Corporation's
Short-Term Incentive Plan, at the time such bonus would otherwise be paid, if any;



	(8)
	To
the extent not theretofore paid or provided, the Corporation shall timely pay or provide to the Officer any other amounts or benefits required to be paid or provided or which the
Officer is eligible to receive under any plan, contract or agreement of the Corporation and its affiliated companies; and



	(9)
	Such
career transition services as the Corporation's Senior Human Resources Officer shall determine is appropriate. 





	(b)
	Remedies. The Executive Officer shall be entitled to recover damages for late or nonpayment of amounts which the Corporation is
obligated to pay hereunder. The Executive Officer shall also be entitled to seek specific performance of the Corporation's obligations and any other applicable equitable or injunctive relief.



	(c)
	Section 2(a)
shall not apply in the event that the Corporation terminates an Officer's employment "for cause." Except as used in Section 3 of this Policy, "for cause"
means that the Corporation, acting in good faith based upon information then known to it, determines that the Officer has engaged in, committed, or is responsible for (1) serious misconduct,
gross negligence, theft, or fraud against the
Corporation; (2) refusal or unwillingness to perform his duties; (3) inappropriate conduct in violation of Corporation's equal employment opportunity policy; (4) conduct which
reflects adversely upon, or making any remarks disparaging of, the Corporation, its Board of Directors, Officers, or employees, or its affiliates or subsidiaries; (5) insubordination;
(6) any willful act that is likely to have the effect of injuring the 








reputation,
business, or business relationship of the Corporation or its subsidiaries or affiliates; (7) violation of any fiduciary duty; or (8) breach of any duty of loyalty; or
(9) any breach of the restrictive covenants contained in Subsection 2(c) below. Upon termination "for cause," the Corporation shall have no liability to the Officer other than for accrued
salary, vacation benefits, and any vested rights the Officer may have under the Corporation's benefit and compensation plans under the general terms and conditions of the applicable plan. 



	(d)
	Obligations of Officer



	(1)
	Release of Claims. The Corporation shall have no obligation to commence the payment of the amounts and benefits described in
Section 2(a) until the latter of (1) the delivery by Officer to the Corporation a fully executed comprehensive general release of any and all known or unknown claims that he or she may
have against the Corporation and a covenant not to sue in the form prescribed by the Administrator, and (2) the expiration of any revocation period associated with the release to which the
Officer may be entitled under law.



	(2)
	Covenant Not to Compete. (i) During the period of Officer's employment with the Corporation or its subsidiaries and for a period
of months equal to the Severance Multiple thereafter (the "Restricted Period"), Officer shall not, in any county within the State of California or in any city, county or area outside the State of
California within the United States or in the countries of Canada or Mexico, directly or indirectly, whether as partner, employee, consultant, creditor, shareholder, or other similar capacity,
promote, participate, or engage in any activity or other business competitive with the Corporation's business or that of any of its subsidiaries or affiliates, without the prior written consent of the
Corporation's Chief Executive Officer. Notwithstanding the foregoing, Officer may have an interest in any public company engaged in a competitive business so long as Officer does not own more than
2 percent of any class of securities of such company, Officer is not employed by and does not consult with, or becomes a director of, or otherwise engage in any activities for, such competing
company. 









(ii)
The Corporation and its subsidiaries presently conduct their businesses within each county in the State of California and in areas outside California that are located within the United States,
and it is anticipated that the Corporation and its subsidiaries will also be conducting business within the countries of Canada and Mexico. Such covenants are necessary and reasonable in order to
protect the Corporation and its subsidiaries in the conduct of their businesses. To the extent that the foregoing covenant or any provision of this Section 2(c)(2)(ii) shall be deemed
illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant,
(iii) any activity or capacity covered by such covenant, or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with
respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant. 



	(3)
	Soliciting Corporation Customers and Employees. During the Restricted Period, Officer shall not, directly or indirectly, solicit or
contact any customer or any prospective customer of the Corporation for any commercial pursuit that could be reasonably construed to be in competition with the Corporation, or induce, or attempt to
induce, any employees, agents or consultants of or to the Corporation or any of its subsidiaries or affiliates to do anything from which Officer is restricted by reason of this covenant nor shall
Officer, directly or indirectly, offer or aid to others to offer employment to, or interfere or attempt to interfere with any employment, consulting or agency relationship with, any employees, agents
or consultants of the Corporation, its subsidiaries and affiliates, who received compensation of $75,000 or more during the preceding six (6) months, to work for any business competitive with
any business of the Corporation, its subsidiaries or affiliates. 









	(4)
	Confidentiality. Officer shall not at any time (including after termination of employment) divulge to others, use to the detriment of
the Corporation, or use in any business competitive with any business of the Corporation, any trade secret, confidential or privileged information obtained during his employment with the Corporation,
without first obtaining the written consent of the Corporation's Chief Executive Officer. This paragraph covers but is not limited to discoveries, inventions (except as otherwise provided by
California law), improvements, and writings, belonging to or relating to the affairs of the Corporation or of any of its subsidiaries or affiliates, or any marketing systems, customer lists or other
marketing data. Officer shall, upon termination of employment for any reason, deliver to the Corporation all data, records and communications, and all drawings, models, prototypes or similar visual or
conceptual presentations of any type, and all copies or duplicates thereof, relating to all matters contemplated by this paragraph.



	(5)
	Assistance in Legal Proceedings. During the Restricted Period, Officer shall, upon reasonable notice from the Corporation, furnish
information and proper assistance (including testimony and document production) to the Corporation as may be reasonably required by the Corporation in connection with any legal, administrative or
regulatory proceeding in which it or any of its subsidiaries or affiliates is, or may become, a party, or in connection with any filing or similar obligation of the Corporation imposed by any taxing,
administrative or regulatory authority having jurisdiction, provided, however, that the Corporation shall pay all reasonable expenses incurred by Officer in complying with this paragraph.



	(6)
	Remedies. Upon Officer's failure to comply with the provisions of this Section 2(c), the Corporation shall have the right to
immediately terminate any unpaid amounts or benefits described in Section 2(a) to Officer. In the event of such termination, the Corporation shall have no further obligations under this Policy
and shall be entitled to recover damages. In the event of an Officer's breach or threatened breach of any of the covenants set forth in this Section 2(c), the Corporation shall also be entitled
to specific performance by Officer of any such covenant and any other applicable equitable or injunctive relief. 






	3.
	Termination of Employment Following a Change in Control or Potential Change in Control



	(a)
	If
an Executive Officer's employment by the Corporation or any subsidiary or successor of the Corporation shall be subject to an Involuntary Termination within the Covered Period,
then the provisions of this Section 3 instead of Section 2 shall govern the obligations of the Corporation as to the payments and benefits it shall provide to the Executive Officer. In
the event that Executive Officer's employment with the Corporation or an employing subsidiary is terminated under circumstances which would not entitle Executive Officer to payments under this
Section 3, Executive Officer shall only receive such benefits to which he is entitled under Section 2, if any. In no event shall Executive Officer be entitled to receive termination
benefits under both this Section 3 and Section 2. 






All
the terms used in this Section 3 shall have the following meanings: 



	(1)
	"Affiliate"
shall mean any entity which owns or controls, is owned or is under common ownership or control with, the Corporation.



	(2)
	"Cause"
shall mean (i) the willful and continued failure of the Executive Officer to perform substantially the Executive Officer's duties with the Corporation or one of its
affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive Officer by the
Board of Directors or the Chief Executive Officer of the Corporation which specifically identifies the manner in which the Board of Directors or Chief Executive Officer believes that the Executive
Officer has not substantially performed the 










Executive
Officer's duties; or (ii) the willful engaging by the Executive Officer in illegal conduct or gross misconduct which is materially demonstrably injurious to the Corporation. 






For
purposes of the provision, no act or failure to act, on the part of the Executive Officer, shall be considered "willful" unless it is done, or omitted to be done, by the Executive Officer in bad
faith or without reasonable belief that the Executive Officer's action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board of Directors or upon the instructions of the Chief Executive Officer or a senior officer of the Corporation or based upon the advice of counsel for the Corporation
shall be conclusively presumed to be done, or omitted to be done, by the Executive Officer in good faith and in the best interests of the Corporation. The cessation of employment of the Executive
Officer shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive Officer a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive Officer
and the Executive Officer is given an opportunity, together with counsel, to be heard before the Board of Directors), finding that, in the
good faith opinion of the Board of Directors, the Executive Officer is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in
detail. 



	(3)
	"Change
in Control" shall be deemed to have occurred if:



	a)
	any
"person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, but excluding any benefit plan for employees or any trustee, agent or other
fiduciary for any such plan acting in such person's capacity as such fiduciary), directly or indirectly, becomes the beneficial owner of securities of the Corporation representing 20 percent or
more of the combined voting power of the Corporation's then outstanding securities;



	b)
	during
any two consecutive years, individuals who at the beginning of such a period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a
majority of the Board of Directors of the Corporation, unless the election or the nomination for election by the shareholders of the Corporation, of each new Director was approved by a vote of at
least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of the period; or



	c)
	the
shareholders of the Corporation shall have approved (i) any consolidation or merger of the Corporation other than a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any
parent of such surviving entity) at least 70 percent of the Combined Voting Power of the Corporation, such surviving entity or the parent of such surviving entity outstanding immediately after
such merger or consolidation; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the
Corporation; or (iii) any plan or proposal for the liquidation or dissolution of the Corporation. 









	(4)
	"Change
in Control Date" shall mean the date on which a Change in Control occurs.



	(5)
	"Combined
Voting Power" shall mean the combined voting power of the Corporation's or other relevant entity's then outstanding voting securities.



	(6)
	"Covered
Period" shall mean the period commencing with the Change in Control Date and terminating two (2) years following said commencement; provided, however, that if a 










Change
in Control occurs and Executive Officer's employment with the Corporation or the employing subsidiary is subject to an Involuntary Termination before the Change in Control Date but on or after
a Potential Change in Control Date, and if it is reasonably demonstrated by the Executive Officer that
such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or in
anticipation of a Change in Control, then the Covered Period shall mean, as applied to Executive Officer, the two-year period beginning on the date immediately before the Potential Change
in Control Date. In the case of termination of employment following a Potential Change in Control Date, references in the definition of "Good Reason" to conditions in effect immediately prior to a
Change in Control shall be deemed to mean conditions in effect immediately prior to Executive Officer's termination. 



	(7)
	"Disability"
shall mean the absence of the Executive Officer from the Executive Officer's duties with the Corporation or the employing subsidiary on a full-time basis for
180 consecutive business days as a result of incapacity due to physical or mental illness which is determined to be total and permanent by a physician selected by the Corporation or its insurers and
acceptable to the Executive Officer or the Executive Officer's legal representative.



	(8)
	"Executive
Officer" shall mean officers of the Corporation at the level of Senior Vice President and above.



	(9)
	"Good
Reason" shall mean any one or more of the following which takes place within the Covered Period:



	a)
	An
adverse change in Executive Officer's status or position(s) as in effect immediately before a Change in Control or Potential Change in Control, including, without limitation, the
assignment to the Executive Officer of any duties inconsistent in any respect with the Executive Officer's position (including status, offices, titles and reporting requirements, including reporting
requirements under Section 16 of the Securities Exchange Act of 1934), authority, duties or responsibilities prior to a Change in Control or Potential Change in Control, or any other action by
the Corporation which results in the diminution in such position, authority, duties or responsibilities prior to a Change in Control or Potential Change in Control, excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive Officer;



	b)
	Executive
Officer's base salary is reduced from that provided to him immediately before the Change in Control Date or as the same may be increased from time to time thereafter, unless
such reduction is part of an across-the-board reduction for all similarly situated executives, including executives of the other party to the transaction that results in the
Change in Control;



	c)
	Executive
Officer's eligibility to participate in bonus, stock option, incentive award and other compensation plans which provide opportunities to receive compensation is diminished
from that provided to him immediately before the Change in Control Date, unless substantially equal benefits are provided to Executive Officer under comparable compensation plans, or unless such
reduction is part of an across-the-board reduction for all similarly situated executives, including executives of the other party to the transaction that results in the Change
in Control;



	d)
	The
aggregate projected value of Executive Officer's employee benefits (including but not limited to supplemental and excess retirement programs, medical, dental, life insurance and
long-term disability plans) and perquisites is diminished from that provided to him immediately before the Change in Control Date, unless such 














reduction
is part of an across-the-board reduction for all similarly situated executives, including executives of the other party to the transaction that results in the Change
in Control; 



	e)
	A
change in Executive Officer's principal place of employment by Corporation (including its subsidiaries) to a location more than thirty-five miles from Executive Officer's
principal place of employment immediately before the Change in Control Date;



	f)
	A
reasonable determination by the Board of Directors that, as a result of a Change in Control and a change in circumstances thereafter significantly affecting his position, he is
unable to exercise the authorities, powers, function or duties attached to his position immediately before the Change in Control Date;



	g)
	The
failure of the Corporation to obtain the assumption of this Policy by any successor contemplated in Section 7, hereof; or



	h)
	The
material failure of the Corporation to fulfill its obligations under this Policy, to the extent not remedied in a reasonable period of time after the Corporation's receipt of
written notice from Executive Officer specifying the material failure by the Corporation. 





	(10)
	"Involuntary
Termination" shall mean a termination (i) by the Corporation without Cause, or (ii) by Executive Officer following Good
Reason; provided, however, the term "Involuntary Termination" shall not include termination of Executive Officer's employment due to Executive Officer's death, Disability, or voluntary retirement.



	(11)
	"Potential
Change in Control" shall mean the earliest to occur of (i) the date on which the Corporation executes an agreement or letter of
intent, where the consummation of the transaction described therein would result in the occurrence of a Change in Control, (ii) the date on which the Board of Directors approves a transaction
or series of transactions, the consummation of which would result in a Change in Control, or (iii) the date on which a tender offer for the Corporation's voting stock is publicly announced, the
completion of which would result in a Change in Control; provided, however, that if such Potential Change in Control terminates by its terms, such transaction shall no longer constitute a Potential
Change in Control.



	(12)
	"Potential
Change in Control Date" shall mean the date on which a Potential Change in Control occurs.



	(13)
	"Reference
Salary" shall mean the greater of (i) the annual rate of Executive Officer's base salary from the Corporation or the employing
subsidiary in effect immediately before the date of Executive Officer's Involuntary Termination, or (ii) the annual rate of Executive Officer's base salary from the Corporation or the employing
subsidiary in effect immediately before the Change in Control Date.



	(14)
	"Termination
Date" shall be the date specified in the written notice of termination of Executive Officer's employment given by either party in
accordance with Section 3(b) of this Policy. 





	(b)
	Notice of Termination. During the Covered Period, in the event that the Corporation (including an employing subsidiary) or Executive
Officer terminates Executive Officer's employment with the Corporation or employing subsidiary, the party terminating employment shall give written notice of termination to the other party, specifying
the Termination Date and the specific termination provision in this Section 3 that is relied upon, if any, and setting forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of Executive Officer's employment under the provision so indicated. The Termination Date shall be determined as follows: (i) if Executive Officer's employment is
terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that Executive Officer shall 








not
have returned to the full-time performance of Executive Officer's duties during such 30-day period); (ii) if Executive Officer's employment is terminated by the
Corporation in an Involuntary Termination, five days after the date the Notice of Termination is received by Executive Officer; and (iii) (as defined in this Section 3) if Executive
Officer's employment is terminated by the Corporation for Cause, the date specified in the Notice of Termination, provided, that the events or circumstances cited by the Board of Directors as
constituting Cause are not cured by Executive Officer during any cure period that may be offered by the Board of Directors. The Date of Termination for a resignation of employment other than for Good
Reason shall be the date set forth in the applicable notice, which shall be no earlier than ten (10) days after the date such notice is received by the Corporation, unless waived by the
Corporation. During the Covered Period, a notice of termination given by Executive Officer for Good Reason shall be given within three (3) months after occurrence of the event on which
Executive Officer bases his notice of termination and shall provide a Termination Date not more than sixty (60) days after the notice of termination is given to the Corporation. 



	(c)
	Corporation's Obligations. If Executive Officer's employment by the Corporation or any subsidiary or successor of the Corporation shall
be subject to an Involuntary Termination within the Covered Period, then the Corporation shall provide Executive Officer the following benefits:



	(1)
	The
Corporation shall pay to the Executive Officer a lump sum in cash within thirty (30) days after the Termination Date:



	a)
	the
sum of (1) any earned but unpaid base salary through the Termination Date at the rate in effect at the time of the notice of termination to the extent not theretofore paid;
(2) the Executive Officer's target bonus under the Short-Term Incentive Plan of the Corporation, an Affiliate, or a predecessor, for the fiscal year in which the Termination Date
occurs (the "Target Bonus"); and (3) any accrued but unpaid vacation pay, in each case to the extent not theretofore paid; and



	b)
	the
amount equal to the product of (1) three and (2) the sum of (x) the Reference Salary and (y) the Target Bonus. 









	(2)
	Remedies. The Executive Officer shall be entitled to recover damages for late or nonpayment of amounts which the Corporation is
obligated to pay hereunder. The Executive Officer shall also be entitled to seek specific performance of the Corporation's obligations and any other applicable equitable or injunctive relief. 









	(d)
	Adjustment for Excise Taxes. If any portion of the payments to the Executive Officer under this Section 3 or under any other
plan, program, or arrangement maintained by the Corporation (a "Payment") would be subject to the excise tax levied under Section 4999 of the Internal Revenue Code ("Code"), or any interest or
penalties are incurred by Executive Officer with respect to such excise tax (such excise tax together with such interest and penalties are referred to herein as the "Excise Tax"), then the Corporation
shall make an additional payment to Executive Officer (a "Tax Restoration Payment") in an amount such that after payment by the Executive Officer of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Tax Restoration
Payment, the Executive Officer retains an amount of the Tax Restoration Payment equal to the Excise Tax imposed upon the Payments. The payment of a Tax Restoration Payment under this Section 3
shall not be conditioned upon the Executive Officer's termination of employment. 



All
determinations and calculations required to be made under this Section 3(d) shall be made by Deloitte & Touche (the "Accounting Firm"), which shall provide its determination (the
"Determination"), together with detailed supporting calculations regarding the amount of any Tax Restoration Payment and any other relevant matter, both to the Corporation and the 










Executive Officer within five (5) days of the termination of the Executive Officer's employment, if applicable, or such earlier time as is requested by the Corporation or the Executive Officer
(if the Executive Officer reasonably believes that any of the Payments may be subject to Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive Officer, it shall
furnish the Executive Officer with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Officer has
substantial authority not to report any Excise Tax on the Executive Officer's federal income tax return. If a Tax Restoration
Payment is determined to be payable, it shall be paid to the Executive Officer within five (5) days after the Determination is delivered to the Corporation or the Executive Officer. Any
determination by the Accounting Firm shall be binding upon the Corporation and the Executive Officer, absent manifest error. 



As
a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Tax Restoration Payments
not made by the Corporation should have been made ("Underpayment") or that Tax Restoration Payments will have been made by the Corporation which should not have been made ("Overpayment"). In either
such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid
by the Corporation to or for the benefit of the Executive Officer. In the case of an Overpayment, the Executive Officer shall, at the direction and expense of the Corporation, take such steps as are
reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Corporation, and otherwise reasonably cooperate
with the Corporation to correct such Overpayment, provided, however, that (i) the Executive Officer shall in no event be obligated to return to the Corporation an amount greater than the net
after-tax portion of the Overpayment that the Executive Officer has retained or has recovered as a refund from the applicable taxing authorities, and (ii) this provision shall be
interpreted in a manner consistent with the intent of the Tax Restoration Payment paragraph above, which is to make the Executive Officer whole, on an after-tax basis, from the application
of Excise Tax, it being understood that the correction of an Overpayment may result in the Executive Officer's repaying to the Corporation an amount that is less than the Overpayment. 




	4.
	Administration



The
Policy shall be administered by the Senior Human Resources Officer of the Corporation ("Administrator"), who shall have the authority to interpret the Policy and make and revise such rules as may
be reasonably necessary to administer the Policy. The Administrator shall have the duty and responsibility of maintaining records, making the requisite calculations, securing Officer releases, and
disbursing payments hereunder. The Administrator's interpretations, determinations, rules, and calculations shall be final and binding on all persons and parties concerned. 



	5.
	No Mitigation



Payment
of the amounts and benefits under Section 2(a) and Section 3 (except as otherwise provided in Section 2(a)(5)) shall not be subject to offset, counterclaim, recoupment,
defense or other claim, right or action which the Corporation may have and shall not be subject to a requirement that Officer mitigate or attempt to mitigate damages resulting from Officer's
termination of employment. 



	6.
	Amendment and Termination



The
Corporation, acting through its Nominating and Compensation Committee, reserves the right to amend or terminate the Policy at any time; provided, however, that any amendment which would reduce the
aggregate level of benefits, or terminate the Policy, shall not become effective 








prior to the third anniversary of the Corporation giving notice to Officers of such amendment or termination. 



	7.
	Successors



The
Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation
expressly to assume and to agree to perform its obligations under this Policy in the same manner and to the same extent that the Corporation would be required to perform such obligations if no such
succession had taken place; provided, however, that no such assumption shall relieve the Corporation of its obligations hereunder. As used herein, the "Corporation" shall mean the Corporation as
hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform its obligations by operation or law or otherwise. 



This
Policy shall inure to the benefit of and be binding upon the Officer (and Officer's personal representatives and heirs), Corporation and its successors and assigns, and any such successor or
assignee shall be deemed substituted for the Corporation under the terms of this Policy for all purposes. As used herein, "successor" and "assignee" shall include any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires the stock of the Corporation or to which the Corporation assigns this Policy by
operation of law or otherwise. If Officer should die while any amount would still be payable to Officer hereunder if Officer had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with this Policy to Officer's devisee, legatee or other designee, or if there is no such designee, to Officer's estate. 



	8.
	Nonassignability of Benefits



The
payments under this Policy or the right to receive future payments under this Policy may not be anticipated, alienated, pledged, encumbered, or subject to any charge or legal process, and if any
attempt is made to do so, or a person eligible for payments becomes bankrupt, the payments under the Policy of the person affected may be terminated by the Administrator who, in his or her sole
discretion, may cause the same to be held if applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that he or she deems appropriate. 



	9.
	Nonguarantee of Employment



Officers
covered by the Policy are at-will employees, and nothing contained in this Policy shall be construed as a contract of employment between the Officer and the Corporation (or, where
applicable, a subsidiary or affiliate of the Corporation), or as a right of the Officer to continued employment, or to remain as an Officer, or as a limitation on the right of the Corporation (or a
subsidiary or affiliate of the Corporation) to discharge Officer at any time, with or without cause. 



	10.
	Benefits Unfunded and Unsecured



The
payments under this Policy are unfunded, and the interest under this Policy of any Officer and such Officer's right to receive payments under this Policy shall be an unsecured claim against the
general assets of the Corporation. 



	11.
	Applicable Law



All
questions pertaining to the construction, validity, and effect of the Policy shall be determined in accordance with the laws of the United States and, to the extent not preempted by such laws, by
the laws of the state of California. 



	12.
	Arbitration



With
the exception of any request for specific performance, injunctive or other equitable relief, any dispute or controversy of any kind arising out of or related to this Policy, Officer's employment
with the Corporation (or with the employing subsidiary), the termination thereof or any claims for 








benefits shall be resolved exclusively by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Provided, however,
that in making their determination, the arbitrators shall be limited to accepting the position of the Officer or the position of the Corporation, as the case may be. The only claims not covered by
this Section 12 are claims for benefits under workers' compensation or unemployment insurance laws; such claims will be resolved under those laws. The place of arbitration shall be San
Francisco, California. Parties may be represented by legal counsel at the arbitration but must bear their own fees for such representation. The prevailing party in any dispute or controversy covered
by this Section 12, or with respect to any request for specific performance, injunctive or other equitable relief, shall be entitled to recover, in addition to any other available remedies
specified in this Policy, all litigation expenses and costs, including any arbitrator or administrative or filing fees and reasonable attorneys' fees. Both the Officer and the Corporation specifically
waive any right to a jury trial on any dispute or controversy
covered by this Section 12. Judgment may be entered on the arbitrators' award in any court of competent jurisdiction. 










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EXHIBIT 10.43