exv10w41w3



 



Exhibit 10.41.3



September 9, 2002


Lyndell E. Maddox

11513 Dalyn Terrace

Potomac, MD 20854


Dear Lyn:


As you are aware, Standard & Poor’s and Moody’s Investors Service recently
downgraded the credit ratings of the PG&E National Energy Group (the “Company”)
and two of its subsidiaries to below investment grade. While disappointing,
these downgrades are in keeping with the rating agencies’ larger overall review
of the energy sector. In response to the downgrades and the challenging market
conditions affecting our sector of the energy industry, the Company has
embarked upon a major cost reduction effort with the goal of achieving a
reduction of at least $40 million in annual operating expenses.


In order to encourage you to continue your contribution to the success of the
Company amidst these challenging and disruptive business conditions, you are
being provided with a retention award subject to the terms and conditions set
forth in this letter (the “Letter”) and the PG&E National Energy Group
Management Retention Program (the “Program”).



	1.	 	Retention Award




	 	a.	 	Retention Award Amount - Your award will be an amount equal
to one hundred percent (100%) of your base salary as of the first
business day of September 2002 (the “Retention Award”).
	 
	 	b.	 	Timing of Payment – One third of the Retention Award is
payable as soon as reasonably practicable after January 15, 2003.
The remaining two thirds is payable on the earlier of on the first
business day in October 2003 or should your employment with the
Company cease through no fault of your own, as soon as reasonably
practicable following any such event.
	 
	 	c.	 	Forfeiture of Retention Award - You will not be entitled to
any Retention Award and shall forfeit any claim to the Retention
Award if any of the following occur:





	 	(i)	 	voluntary termination, or termination of
employment for cause; or
	 
	 	(ii)	 	retirement.



 






 


Lyndell E. Maddox

September 9, 2002

Page 2



	2.	 	Other Benefits - The opportunity to earn the Retention Award is in
addition to other compensation and benefits for which you otherwise may be
eligible under any plan in which you are eligible to participate during or
at the time of your termination of employment. Because this Retention
Award represents a unique payment to you, this amount will not be
considered in calculating salary-related benefits (e.g., 401(k) plan
deferrals and retirement plan benefits).
	 
	3.	 	Withholding - All federal, state, city or other taxes that are required
to be withheld pursuant to any applicable law or regulation, will be
deducted from your Retention Award payment.
	 
	4.	 	Resolution of Disputes - The Plan Administrator (as defined in the
Program) or its designee, is responsible for the interpretation of this
Letter and the Program. The Plan Administrator shall have sole and
absolute discretion to resolve any questions, ambiguities or disputes
arising under this Letter and the Program, and its decision shall be final
and binding.
	 
	5.	 	Disclosure – As a condition of receipt of the Retention Award, you agree
that you will not disclose, publicize, or circulate to anyone in whole or
in part, any information concerning the existence, terms, and/or
conditions of this Program without the express written consent of the
Chief Legal Officer of the Company unless required by court order or law.
Notwithstanding the preceding sentence, you may disclose the terms and
conditions of this program to your immediate family members, and any
attorneys or tax advisors, if any, to whom there is a bona fide need for
disclosure in order for them to render professional services to you,
provided that you first instruct each affected family member, attorney,
and tax advisor that he/she must keep the information confidential and may
not make any disclosure of the terms and conditions of this Program,
unless required by court order or law.
	 
	6.	 	No Guarantee of Employment - Nothing in this Letter guarantees you any
specific term of employment or specific assignment. Nothing in this
Letter shall constitute a contract of employment, implied or otherwise,
for a specified duration. Additionally, the Company is an
employment-at-will company, unless otherwise specified in a written
individual employment contract or collective bargaining agreement. Under
employment-at-will, either the Company and/or the employee may terminate
the employment relationship at any time, for any reason, with or without
notice or cause.



Sincerely,


Thomas G. Boren

Executive Vice President