Exhibit 10.1


EXECUTION COPY


  GOLDMAN SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW
YORK 10004 | TEL:  212-902-1000


	
To:

	
        

	
PG&E Corporation

 One Market Spear Tower

 Suite 2400

 San Francisco, CA 94105

         


	
From:

		
Goldman, Sachs & Co.

         


	
Subject:

		
Accelerated Share Repurchase Transaction - VWAP Pricing
(Non-Collared)

         


	
Ref. No:

		
EN50BJ000000000

         


	
Date:

		
March 4, 2005

         








               This
master confirmation (“Master Confirmation”) dated as of
March 4, 2005, is intended to supplement the terms and provisions
of certain Transactions (each, a “Transaction”) entered
into from time to time between Goldman, Sachs & Co.
(“GS&Co.”) and PG&E Corporation
(“Counterparty”).  This Master Confirmation, taken
alone, is neither a commitment by either party to enter into any
Transaction nor evidence of a Transaction.  The terms of any
particular Transaction shall be set forth in a Supplemental
Confirmation in the form of Annex A, which references this Master
Confirmation, in which event the terms and provisions of this
Master Confirmation shall be deemed to be incorporated into and
made a part of each such Supplemental Confirmation.  This
Master Confirmation and each Supplemental Confirmation together
shall constitute a “Confirmation” as referred to in the
Agreement specified below.


               The
definitions and provisions contained in the 2002 ISDA Equity
Derivatives Definitions (the “Equity Definitions”), as
published by the International Swaps and Derivatives Association,
Inc., are incorporated into this Master Confirmation.  This
Master Confirmation and each Supplemental Confirmation evidences a
complete binding agreement between the Counterparty and GS&Co.
as to the terms of each Transaction to which this Master
Confirmation and the related Supplemental Confirmation relates.


               This Master Confirmation and each Supplemental
Confirmation, together with all other documents referring to the 1992 ISDA Master Agreement (Multicurrency-Cross
Border) (the “ISDA Form” or the “Agreement), confirming Transactions entered into between
GS&Co. and Counterparty, shall supplement, form a part of, and
be subject to the ISDA Form as if GS&Co. and Counterparty had
executed the Agreement (but without any Schedule) except that the following
elections and modifications shall be made:
(i) the election of Loss and Second Method, New York law
(without regard to conflicts of law principles) as the governing
law and US Dollars (“USD”) as the Termination Currency,
(ii) the election that subparagraph (ii) of
Section 2(c) will not apply to Transactions, (iii) the
replacement of the word “third” in the last line of
Section 5(a)(i) with the word “first”, (iv) the
election that the “Cross Default” provisions of Section
5(a)(vi) shall apply to Counterparty, with a “Threshold
Amount” of USD 75
million, and (v) the replacement of clause (1) in Section 6(d)(i)
with the clause “(1) showing in reasonable detail such
calculations and specifying any amount payable under Section 6(e)
(including, without limitation, providing all relevant quotations
and assumptions and specifying the methodologies used in sufficient
detail so as to enable the other party to replicate the
calculation)”.  Further, for purposes of determining
whether an Event of Default pursuant to Section 5(a)(vi) of the
Agreement has occurred, notwithstanding
anything to the contrary stated in that
provision, clause (1) of Section 5(a)(vi) will apply only to
Specified Indebtedness that is actually declared to be due and
payable before it would otherwise be due and payable under the
relevant agreement or instrument, and not to Specified Indebtedness
that is merely “capable at such time of being declared”
so due and payable.


               All
provisions contained in the Agreement shall govern this Master
Confirmation and the related Supplemental Confirmation relating to
a Transaction except as expressly modified herein or in the related
Supplemental Confirmation.  With respect to any relevant
Transaction, the Agreement, this Master Confirmation and the
related Supplemental Confirmation shall represent the entire
agreement and understanding of the parties with respect to the
subject matter and terms of such Transaction and shall supersede
all prior or contemporaneous written or oral communications with
respect thereto.


               If,
in relation to any Transaction to which this Master Confirmation
and related Supplemental Confirmation relate, there is any
inconsistency between the Agreement, this Master Confirmation, any
Supplemental Confirmation and the Equity Definitions that are
incorporated into this Master Confirmation or
any Supplemental Confirmation, the following
will prevail for purposes of such Transaction in the order of
precedence indicated: (i) such Supplemental Confirmation; (ii) this
Master Confirmation; (iii) the Agreement; and (iv) the Equity
Definitions.


                    1.  Each
Transaction constitutes a Share Forward Transaction for the
purposes of the Equity Definitions.  Set forth below are the
terms and conditions which, together with the terms and conditions
set forth in each Supplemental Confirmation (in respect of each
relevant Transaction), shall govern each such Transaction.


General Terms:


	
        

	
Trade Date:

	
     

	
For each Transaction, as set forth in the Supplemental
Confirmation. 


		
        

		
		
Seller:

		
Counterparty       


		
        

		
		
Buyer:

		
GS&Co.        


		
        

		
		
Shares:

		
Common Stock of PG&E Corp. (Ticker:
PCG)        


		
        

		
		
Number of Shares:

		
For each Transaction, as set forth in the Supplemental
Confirmation.        


		
        

		
		
Forward Price:

		
For each Transaction, as set forth in the Supplemental
Confirmation.        


		
        

		
		
Prepayment:

		
Not
Applicable        


		
        

		
		
Variable Obligation:

		
Not
Applicable        


		
        

		
		
Exchange:

		
New York Stock
Exchange        


		
        

		
		
Related Exchange(s):

		
All
Exchanges        


		
        

		
		
Market Disruption Event:

	
          

	
The definition of “Market Disruption Event” in
Section 6.3(a) of the Equity Definitions is hereby amended by
inserting the words “at any time on any Scheduled Trading Day
during the Valuation Period or” after the word
“material,” in the third line thereof.





Valuation:


	
        

	
Valuation Period:

	
     

	
Each Scheduled Trading Day during the period commencing on and
including the Valuation Period Start Date to and including the
Valuation Date (but excluding any day(s) on which the Valuation
Period is suspended in accordance with Section 5 herein and
including any day(s) by which the Valuation Period is extended
pursuant to the provision
below).        


		
        

		
			 	
Notwithstanding anything to the contrary in the Equity
Definitions, to the extent that any Scheduled Trading Day in the
Valuation Period is a Disrupted Day, the Valuation Date shall be
postponed and the Calculation Agent in its sole discretion shall
extend the Valuation Period and make adjustments to the weighting
of each Relevant Price for purposes of determining the Settlement
Price, with such adjustments based on, among other factors, the
duration of any Market Disruption Event and the volume, historical
trading patterns and price of the Shares.  To the extent that
there are 9 consecutive Disrupted Days during the Valuation Period,
then notwithstanding the occurrence of a Disrupted Day, the
Calculation Agent shall have the option in its sole discretion to
either determine the Relevant Price using its good faith estimate
of the value for the Share on such 9th consecutive day
or elect to further extend the Valuation Period as it deems
necessary.        


	
       

	
        

		
		
Valuation Period Start Date:

		
For each Transaction, as set forth in the Supplemental
Confirmation.        


		
        

		
		
Valuation Date:

	
          

	
For each Transaction, as set forth in the Supplemental
Confirmation (as the same may be postponed in accordance with the
provisions of “Valuation Period” and Section 5
herein).





Settlement Terms:


	
        

	
Settlement Currency:

		
USD (all amounts shall be converted to the Settlement Currency
in good faith and in a commercially reasonable manner by the
Calculation
Agent).        


		
        

		
		
Settlement Method Election:

		
Applicable; provided that (a) Section 7.1 of the Equity
Definitions is hereby amended by deleting the word
“Physical” in the sixth line thereof and replacing it
with the words “Net Share” and deleting the word
“Physical” in the last line thereof and replacing it
with word “Cash” and (b) in the event that GS&Co.
would deliver to the Counterparty an amount of Shares under Net
Share Settlement, Cash Settlement shall be applicable in lieu of
Net Share
Settlement.        


		
        

		
		
Electing Party:

		
Counterparty        


		
        

		
	
        

	
Settlement Method Election Date:

	
        

	
10 Scheduled Trading Days prior to the originally scheduled
Valuation Date.        


		
        

		
		
Default Settlement Method:

		
Cash
Settlement        


		
        

		
		
Forward Cash Settlement Amount:

		
An amount in the Settlement Currency equal to the product of
(a) the Number of Shares multiplied by (b) an amount equal to
(i) the Settlement Price minus (ii) the Forward
Price.        


		
Settlement Price:

		
The arithmetic mean of the Relevant Prices of the Shares for
each Exchange Business Day in the Valuation
Period.        


		
        

		
		
Relevant Price:

		
The New York 10b-18 Volume Weighted Average Price per share of
the Shares for the regular trading session (including any
extensions thereof) of the Exchange on the related Exchange
Business Day (without regard to pre-open or after hours trading
outside of such regular trading session) as published by Bloomberg
at 4:15 p.m. New York time on such date.
        


		
        

		
		
Cash Settlement Payment Date:

		
3 Currency Business Days after the Valuation
Date.        


		
        

		
	
        

	
Counterparty’s Contact Details for Purpose of Giving
Notice:

		
Nicholas Bijur

 Assistant Treasurer

 PG&E Corporation

 One Market Street, Spear Tower

 Suite 2400

 San Francisco, CA 94105

 Telephone No.:  (415) 817-8199

 Facsimile No.:  (415) 267-7265


	
          

	
       

		
				
With a copy to:

 Gary Encinas

 Chief Counsel-Corporate

 PG&E Corporation

 One Market Street, Spear Tower

 Suite 2400

 San Francisco, CA 94105

 Telephone No.:  (415) 817-8201

 Facsimile No.:  (415) 817-8225


		
        

	
          

	
		
GS&Co.’s Contact Details for Purpose of Giving
Notice:

		


 Telephone No.:  (212) 902-8996

 Facsimile No.:   (212) 902-0112

 Attention:  Equity Operations:  Options and
Derivatives


		
     

		
			 	
With a copy to:

 Kelly Coffey

 Equity Capital Markets

 One New York Plaza

 New York, NY 10004

 Telephone No.:

 (212) 902-1037

 Facsimile No.:

 (212) 346-2126

         





Net Share Settlement:


	
        

	
Net Share Settlement Procedures:

	
          

	
Net Share Settlement shall be made in accordance with the
procedures attached hereto as Annex
B.        


		
        

		
		
Net Share Settlement Price:

		
The Net Share
Settlement Price shall be the price per Share as of the Valuation
Time on the Net Share Valuation Date as reported in the official
real-time price dissemination mechanism for the Exchange.  The Net
Share Settlement Price shall be reduced by the per Share amount of
the underwriting discount and/or commissions agreed to pursuant to
the equity underwriting or agency agreement contemplated by the Net Share Settlement
Procedures.        


		
        

		
		
Valuation Time:

		
As provided in Section 6.1 of the Equity Definitions; provided
that Section 6.1 of the Equity Definitions is hereby amended by
inserting the words “Net Share,” before the words “Valuation Date” in the
first and third lines
thereof.        


		
        

		
		
Net Share Valuation Date:

		
The Exchange Business Day immediately following the Valuation
Date.        


		
        

		
		
Net Share Settlement Date:

		
The third Exchange Business Day immediately following the
Valuation Date.        


		
        

		
		
Reserved Shares:

		
For each Transaction, as set forth in the Supplemental
Confirmation.        





Fixed, Floating and Counterparty

Additional Payment Amounts Payable:


Floating Amount Payable by GS&Co.:


	
        

	
Floating Amount Payment Date:

	
          

	
The Cash Settlement Payment
Date        


		
        

		
		
Floating Amount:

		
For each Transaction, an amount equal to the sum of the
applicable Federal Funds Rate multiplied by (i) the Daily Notional
Amount multiplied by (ii) 1/360 for each day from and including the
Floating Amount Accrual Date to and including the Valuation
Date.        


		
Floating Amount Accrual Date:

		
Trade Date     


		
        

		
		
Federal Funds Rate:

		
For any date of determination, the “Fed Funds Open
Rate,” which shall be the interest rate reported on Bloomberg
under the symbol “FEDSOPEN <index>” on such
date.  For the avoidance of doubt, for any day which is not a
Currency Business Day the “Federal Funds Open Rate” for
the immediately preceding Currency Business Day shall
apply.        


		
        

		
		
Daily Notional Amount:

		
Commencing with the Floating Amount Accrual Date, for any date
of determination, the Daily Notional Amount shall be an amount
equal to the product of the Initial Notional Amount (as set forth
in the Supplemental Confirmation) multiplied by a fraction with a
numerator equal to the Originally Scheduled Number of Scheduled
Trading Days in the Valuation Period minus the number of Exchange
Business Days in the Valuation Period that have elapsed (other than
any days during which the Valuation Period is suspended pursuant to
Section 5 herein) as of such date of determination and a
denominator equal to the Originally Scheduled Number of Scheduled
Trading Days in the Valuation Period (such fraction, the
“Remaining
Percentage”).        


		
        

		
			 	
To the extent that the Valuation Period is extended pursuant to
the terms of this Master Confirmation, the Calculation Agent shall
adjust the Daily Notional Amount commencing with the first Exchange
Business Day after such extension (the “Valuation Period
Extension Date”).  The notional amount deemed to be
remaining at the end of the Exchange Business Day before the
Valuation Period Extension Date (the “Remaining Notional
Value”) shall be the Initial Notional Value multiplied by the
Remaining Percentage at the end of such day.  Commencing with
the Valuation Period Extension Date, for any date of determination,
the Daily Notional Amount shall be equal to the product of the
Remaining Notional Value multiplied by a fraction with (a) a
numerator equal to (i) the number of Scheduled Trading Days
remaining from and including the Valuation Period Extension Date to
the Valuation Date after extension (the “Remaining Scheduled
Trading Days”) minus (ii) the number of Exchange Business
Days in the Valuation Period after extension from and including the
Valuation Period Extension Date that have elapsed (other than any
days during which the Valuation Period after extension is suspended
pursuant to Section 5 herein) as of such date of determination and
(b) a denominator equal to the Remaining Scheduled Trading
Days.        





Fixed Amount Payable by Counterparty:


	
        

	
Fixed Amount Payment Date:

	
          

	
The Cash Settlement Payment
Date        


		
        

		
		
Fixed Amount:

		
For each Transaction, an amount equal to the sum of (I) the applicable Daily
Additional Spread multiplied by (i) the Daily Notional Amount multiplied by
(ii) 1/360 for each day from and
including the Floating Amount Accrual Date to and including the
Valuation Date plus (II) an amount equal to the sum
of the applicable Fixed Rate multiplied by
(i)  the Notional Amount multiplied by
(ii) 1/360 for
each day from and including the Floating Amount Accrual Date to and
including the Valuation
Date.        


	
        

	
        

		
		
Fixed Rate:

		
For each Transaction, as set forth in the Supplemental
Confirmation.        


		
        

		
		
Daily Additional Spread:

		
The Additional Spread shall be 25 basis
points
        


		
        

		
		
Notional Amount:

		
For any date of determination, 105% of the Daily Notional
Amount.        


		
        

		



Counterparty Additional Amount

Payable by Company:


	
        

	
Counterparty Additional Payment Amount:

	
          

	
For each Transaction, as set forth in the Supplemental
Confirmation.        


		
        

		
		
Counterparty Additional Payment Date:

		
The Cash Settlement Payment
Date.        





Settlement Terms for Fixed Amount and

Counterparty Additional Payment Amount:


	
        

	
Settlement Currency

	
          

	
USD (all amounts shall be converted to the Settlement Currency
in good faith and in a commercially reasonable manner by the
Calculation
Agent).        


		
        

		
		
Settlement Method Election:

		
Applicable; provided that Section 7.1 of the Equity
Definitions is hereby amended by deleting the word
“Physical” in the sixth line thereof and replacing it
with the words “Net Share” and deleting the word
“Physical” in the last line thereof and replacing it
with the word
“Cash”.        


		
        

		
		
Electing Party:

		
Counterparty        


		
        

		
		
Settlement Method Election Date:

		
10 Scheduled Trading Days prior to the originally scheduled
Valuation Date.        


		
        

		
		
Default Settlement Method:

		
Cash
Settlement        





Share Adjustments:


	
        

	
Method of Adjustment:

	
          

	
Calculation Agent
Adjustment        





Extraordinary Events:


Consequences of Merger
Events:                   Subject
to Section 7(b) of the Master Confirmation:


	
        

	
(a)     Share-for-Share:

	
          

	
Modified Calculation Agent Adjustment


		
      

		
		
(b)     Share-for-Other:

		
Cancellation and Payment on that portion of the Other
Consideration that consists of cash; Modified Calculation Agent
Adjustment on the remainder of the Other Consideration.


		
       

		
		
(c)     Share-for-Combined:

		
Component
Adjustment        


		
        

		
		
Determining Party:

		
GS&Co.        





Tender
Offer:                                                Applicable


Consequences of Tender
Offers:                   Subject
to Section 7(b) of the Master Confirmation:


	
        

	
(a)     Share-for-Share:

	
          

	
Modified Calculation Agent
Adjustment        


		
        

		
		
(b)     Share-for-Other:

		
Cancellation and Payment on that portion of the Other
Consideration that consists of cash; Modified Calculation Agent
Adjustment on the remainder of the Other
Consideration.        


		
        

		
		
(c)     Share-for-Combined:

		
Component
Adjustment        


		
        

		
		
Determining Party:

		
GS&Co.        


		
        

		
	
Nationalization, Insolvency or Delisting:

		
Subject to Section 7(a) of this Master Confirmation, Negotiated
Close-out; provided that in addition to the provisions of Section
12.6(a)(iii) of the Equity Definitions, it shall also constitute a
Delisting if the Exchange is located in the United States and the
Shares are not immediately re-listed, re-traded or re-quoted on any
of the New York Stock Exchange, the American Stock Exchange or The
NASDAQ National Market (or their respective successors); if the
Shares are immediately re-listed, re-traded or re-quoted on any
such exchange or quotation system, such exchange or quotation
system shall be deemed to be the
Exchange.        

 





Additional Disruption Events:


	
        

	
(a)     Change in Law:

	
          

	
Applicable; provided that Section 12.9(a)(ii)(Y) of the Equity
Definitions is hereby
deleted.        


		
        

		
		
(b)     Failure to Deliver:

		
Not
Applicable        


		
        

		
		
(c)     Insolvency Filing:

		
Applicable        


		
        

		
		
(d)     Loss of Stock Borrow:

		
Applicable; provided that Loss of Stock Borrow shall not
constitute an Additional Disruption Event so long as Counterparty
agrees to pay the Hedging Party the amount by which the stock loan
rate necessary to maintain a borrowing of Shares by GS&Co.
(“Hedge Position”) in connection with the Transaction
exceeds the Maximum Stock Loan
Rate.        


		
        

		
		
Maximum Stock Loan Rate

		
30 basis
points        


		
        

		
		
(e)     Hedging Disruption:

		
Not
Applicable.        


		
        

		
		
(f)     Increased Cost of Hedging:

		
Not
Applicable.        


		
        

		
		
(g)     Increased Cost of Stock
Borrow:  

		
Not
Applicable.        


		
        

		
		
Hedging Party:

		
GS&Co.        


		
        

		
		
Determining Party:

		
GS&Co.        


		
        

		
	
Non-Reliance:

		
Applicable        


	
        

		
	
Agreements and Acknowledgements Regarding Hedging Activities:

		
Applicable        


	
        

	
          

	
	
        

	
Additional Acknowledgements:

		
Applicable        


		
        

		
		
Net Share Settlement following Extraordinary Event:

		
Counterparty shall have the right, in its sole discretion, to
make any payment required to be made by it pursuant to
Sections 12.7 or 12.9 of the Equity Definitions (except with
respect to any portion of the consideration for the Shares
consisting of cash in the event of a Merger Event or Tender Offer)
following the occurrence of an Extraordinary Event by electing to
Net Share Settle the Transactions under this Master Confirmation in
accordance with the terms, and subject to the conditions, for Net
Share Settlement herein by giving written notice to GS&Co. of
such election on the day that the notice fixing the date that the
Transactions are terminated or cancelled, as the case may be, (the
“Cancellation Date”) pursuant to the applicable
provisions of Section 12 of the Equity Definitions is
effective.  If Counterparty elects Net Share Settlement:
(a) the Net Share Valuation Date shall be the date specified
in the notice fixing the date that the Transactions are terminated
or cancelled, as the case may be; provided that the Net Share
Valuation Date shall be either the  Exchange Business Day that
such notice is effective or the first Exchange Business Day
immediately following the Exchange Business Day that such notice is
effective, (b) the Net Share Settlement Date shall be deemed to be
the Exchange Business Day immediately following the Cancellation
Date and (c) all references to the Forward Cash Settlement Amount, the Fixed Amount and the Counterparty
Additional Payment Amount, as the case may be, in Annex B hereto
shall be deemed to be references to the Cancellation Amount.   The definition of
“Cancellation Amount” in Section 12.8 of the Equity
Definitions is hereby amended by inserting the following paragraph:
“(h) The Determining Party shall show the other party in
reasonable detail its calculation of the Cancellation Amount,
including without limitation providing all relevant quotations and
assumptions and specifying the methodologies used in sufficient
detail so as to enable the other party to replicate the
calculation”.        


	
        

	
        

		
		
Net Share Settlement Upon Early Termination:

		
Counterparty shall have the right, in its sole discretion, to
make any payment required to be made by it (the “Early
Termination Amount”) pursuant to Sections 6(d) and 6(e)
of the Agreement following the occurrence of an Early Termination
Date in respect of the Agreement by electing to Net Share Settle
all the Transactions under this Master Confirmation in accordance
with the terms, and subject to the conditions, for Net Share
Settlement herein by giving written notice to GS&Co. of such
election on the day that the notice fixing an Early Termination
Date is effective.  If Counterparty elects Net Share
Settlement: (a) the Net Share Valuation Date shall be the date
specified in the notice fixing an Early Termination Date; provided
that the Net Share Valuation Date shall be either the Exchange
Business Day that such notice is effective or the first Exchange
Business Day immediately following the Exchange Business Day that
such notice is effective, (b) the Net Share Settlement Date shall
be deemed to be the Exchange Business Day immediately following the
Early Termination Date (except for an Early
Termination as a result of Section 7(d), in which event the Net
Share Settlement Date shall be deemed to be the tenth Exchange
Business Day following the Early Termination Date) and (c) all references to Forward Cash Settlement
Amount, the Fixed
Amount and the Counterparty Additional Payment Amount, as the case
may be, in Annex B hereto shall be deemed references to the Early
Termination Amount. 
        


		
        

	
          

	
		
Transfer:

		
Notwithstanding anything to the contrary in the Agreement,
GS&Co. may assign, transfer and set over all rights, title and
interest, powers, privileges and remedies of GS&Co. under any
Transaction, in whole or in part, to an affiliate of GS&Co.
that is fully and unconditionally guaranteed by The Goldman Sachs
Group, Inc. without the consent of Counterparty, provided that
Counterparty is not required to make a payment to GS&Co. in
respect of an Indemnifiable Tax as a result of such
transfer.        


		
        

		
		
GS&Co. Payment Instructions:

		
Chase Manhattan Bank New York

 For A/C Goldman, Sachs & Co.

 A/C # 930-1-011483

 ABA:  021-000021

         


		
        

		
		
Counterparty Payment Instructions:

		
PG&E Corporation Master Account No. 099023

 Mellon Trust of New England, N.A.

 Boston, MA

 ABA Routing No: 011001234

         


		
        

	
          

	



                    2.  
Calculation Agent:  GS&Co.


                    3.  
Representations, Warranties and Covenants of GS&Co. and
Counterparty. 


                         (a)  Each
party represents and warrants that it (i) is an “eligible
contract participant”, as defined in the U.S. Commodity
Exchange Act, as amended and (ii) is entering into each Transaction
hereunder as principal (and not as agent or in any other capacity,
fiduciary or otherwise) and not for the benefit of any third
party.


                        (b)  Each
party acknowledges that the offer and sale of each Share Forward Transaction to
it is intended to be exempt from registration under the Securities
Act of 1933, as amended (the “Securities Act”), by
virtue of Section 4(2) thereof and the provisions of Regulation D
promulgated thereunder (“Regulation D”); and this
acknowledgement shall not be deemed to extend to Settlement Shares
or Early Settlement Shares.  Accordingly, each party
represents and warrants to the other that (i) it has the financial
ability to bear the economic risk of its investment in each Share Forward Transaction and is able to bear a total loss of its
investment, (ii) it is an “accredited investor” as
that term is defined under Regulation D, (iii) it will purchase
each Share Forward Transaction for investment and not with a view to
the distribution or resale thereof, and (iv) the disposition of
each Share Forward
Transaction is restricted under this Master Confirmation and each
Supplemental Confirmation, the Securities Act and state securities
laws.


                    4.  
Additional Representations, Warranties and Covenants of
Counterparty.


 As of the date hereof and the date
of each Supplemental Confirmation, Counterparty represents,
warrants and covenants to GS&Co. that:


                              (a)  the
purchase or writing of each Transaction will not violate
Rule 13e-1 or Rule 13e-4 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”);


                              (b)  is
not entering into any Transaction on the basis of, and is not aware
of, any material non-public information with respect to the Shares
or in anticipation of, in connection with, or to facilitate, a
distribution of its securities, a self tender offer or a
third-party tender offer;


                              (c)  it
is not entering into any Transaction to create, and will not engage
in any other securities or derivative transaction to create, a
false or misleading appearance of active trading or market activity
in the Shares (or any security convertible into or exchangeable for
the Shares), or which would otherwise violate the Exchange Act;


                              (d)  Counterparty
is in compliance with its reporting obligations under the Exchange
Act and its most recent Annual Report on Form 10-K, together with
all reports subsequently filed by it pursuant to the Exchange Act,
taken together and as amended and supplemented to the date of this
representation, do not, as of their respective filing dates,
contain any untrue statement of a material fact or omit any
material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which
they were made, not misleading;


                              (e)  each
Transaction is being entered into pursuant to a publicly disclosed
Share buy-back program and its Board of Directors has approved the
use of the Transaction to effect the Share buy-back program;


                              (f)  notwithstanding
the generality of Section 13.1 of the Equity Definitions,
GS&Co. is not making any representations or warranties with
respect to the treatment of any Transaction under FASB Statements
149 or 150, EITF 00-19 (or any successor issue statements) or under
FASB’s Liabilities & Equity Project;


                              (g)  it
has not, and during any Valuation Period (as extended pursuant to
the provisions of Section  5 and
“Valuation Period” herein) will not, enter into
agreements similar to the Transactions described herein except with GS&Co. or an entity affiliated with
GS&Co. where the valuation period in
such other transaction will overlap at any time (including as a
result of extensions in such valuation period as provided in the
relevant agreements) with any Valuation Period (as extended
pursuant to the provisions of Section 5 and “Valuation
Period” herein) under this Master Confirmation.  In the
event that the valuation period in any other similar transaction with an entity other than GS&Co. or an
entity affiliated with GS&Co. overlaps
with any Valuation Period under this Master Confirmation as a
result of any extension made pursuant to the provisions of Section
5 and “Valuation Period” herein, Counterparty shall
promptly amend such transaction to avoid any such overlap; and


                              (h)  it
shall report each Transaction as required under the Exchange Act and the
regulations promulgated thereunder.


                    5.  
Suspension of Valuation Period; Extension of Valuation
Period. 


                              (a)  If
Counterparty concludes that it will be engaged in a distribution of
the Shares for purposes of Regulation M promulgated under the
Exchange Act (“Regulation M”), Counterparty agrees that
it will, on one Scheduled Trading Day’s written notice,
direct GS&Co. not to purchase Shares in connection with hedging
any Transaction during the “restricted period” (as
defined in Regulation M).  If on any Scheduled Trading Day
Counterparty delivers written notice (and confirms by telephone) by
8:30 a.m. New York Time (the “Notification Time”), then
such notice shall be effective to suspend the Valuation Period as
of such Notification Time.  In the event that Counterparty
delivers notice and/or confirms by telephone after the Notification
Time, then the Valuation Period shall be suspended effective as of
8:30 a.m. New York Time on the following Scheduled Trading Day or
as otherwise required by law or agreed between Counterparty and
GS&Co.  The Valuation Period shall be suspended and the
Valuation Date extended for each Scheduled Trading Day in such
restricted period.


                              (b)  In
the event that GS&Co. concludes, in its reasonable discretion,
that it is appropriate with respect to any legal, regulatory or
self-regulatory requirements or related policies and procedures
(whether or not such requirements, policies or procedures are
imposed by law or have been voluntarily adopted by GS&Co.), for
it to refrain from purchasing Shares on any Scheduled Trading Day
during the Valuation Period, GS&Co. may by written notice to
Counterparty elect to suspend the Valuation Period for such number
of Scheduled Trading Days as is specified in the notice.  The
notice shall not specify, and GS&Co. shall not otherwise
communicate to Counterparty, the reason for GS&Co.’s
election to suspend the Valuation Period.  The Valuation
Period shall be suspended and the Valuation Date extended for each
Scheduled Trading Day occurring during any such suspension.


                              (c)  In
the event that the Valuation Period is suspended pursuant to
Sections 5(a) or (b) above during the regular trading session on
the Exchange, then the Calculation Agent in
its sole discretion shall, in calculating the Forward Cash
Settlement Amount, extend the Valuation Period and make adjustments
to the weighting of each Relevant Price for purposes of determining
the Settlement Price, with such adjustments based on, among other
factors, the duration of any such suspension and the volume,
historical trading patterns and price of the Shares.


                              (d)  On
the first Exchange Business Day of each calendar week during the
Valuation Period, to the extent that the Number of Daily Reference
Shares exceeds 25% of the ADTV (as defined in Rule 10b-18 under the
Exchange Act (“Rule 10b-18”)) for the Shares on such
day, the Calculation Agent will (i) adjust the Number of Daily
Reference Shares to equal an amount equal to 15% of ADTV for the
Shares determined and effective on such Exchange Business Day and
(ii) deem the remaining Scheduled Trading Days in the Valuation
Period to be equal to the Remaining Number of Shares divided by the
Number of Daily Reference Shares (after giving effect to any
adjustments pursuant to (i) above), rounded up to the nearest whole
number.





                              
“Number of Daily Reference Shares” means, for each
Transaction, initially the Initial Number of Daily Reference Shares
(as set forth in the Supplemental Confirmation) and thereafter as
may be adjusted in accordance with this Section 5(d); provided that
on the first Exchange Business Day of the fifth calendar week following
any such adjustment the Number of Daily Reference Shares shall
equal the lesser of (i) the Initial Number of Daily Reference
Shares and (ii) 15% of the ADTV of the Shares determined on such
Exchange Business Day.





                              
“Remaining Number of Shares” means, for each
Transaction and as of any date of determination, a number of Shares
equal to (i) the Number of Shares minus (ii) the sum of, for each
Exchange Business Day in the Valuation Period up to and including
such date, the Number of Shares divided by the total number of
Exchange Business Days in the Valuation Period (the “Daily
Amount”).  The Daily Amount will be deemed to be zero
for each day on which the Valuation Period is suspended in
accordance with Sections 5(a) and (b) hereof.  In the event
that the Valuation Period is extended pursuant to the terms of this
Master Confirmation, the Calculation Agent may make corresponding
adjustments to the amount of the Remaining Number of Shares.


                              6.  
Counterparty Purchases.  Counterparty represents, warrants and
covenants to GS&Co. that for each Transaction:


                              (a)  Counterparty
(or any “affiliated purchaser” as defined in Rule
10b-18) shall not, purchase any Shares, listed contracts on the
Shares or securities that are convertible into, or exchangeable or
exercisable for Shares (including, without limitation, any Rule
10b-18 purchases of blocks (as defined in Rule 10b-18)) during any
Valuation Period (as extended pursuant to the provisions of Section
5 and “Valuation Period” herein) except for purchases
through GS&Co. or an entity affiliated with GS&Co., or if
not through GS&Co., with the prior written consent of
GS&Co., and in compliance with Rule 10b-18 or otherwise in
a manner that Counterparty and GS&Co. believe is in compliance
with applicable requirements and except for purchases in connection
with management compensation plans or other employee benefit
arrangements and except for purchases of the Counterparty’s
9.50% Convertible Subordinated Notes due 2010, provided such
purchases are made in compliance with any applicable legal
regulatory or self-regulatory requirements or related policies and
procedures (whether such requirements, policies or procedures are
imposed by law or have been voluntarily adopted by GS&Co. for
uniform application to all such purchases).  Any such purchase
by Counterparty shall be disregarded for purposes of determining
the Forward Cash Settlement Amount.  To the extent that
Counterparty makes any such purchase other than through GS&Co.,
or other than in connection with any Transaction, Counterparty
hereby represents and warrants to GS&Co. that (a) it will not
take other action that would or could cause GS&Co.’s
purchases of the Shares during the Valuation Period not to comply
with Rule 10b-18 and (b) any such purchases will not otherwise
constitute a violation of Section 9(a) or Rule 10(b) of the
Exchange Act.  This subparagraph (a) shall not restrict any
purchases by Counterparty of Shares effected during any suspension
of any Valuation Period in accordance with Section 5 herein
and any purchases during such suspension shall be disregarded in
calculating the Forward Cash Settlement Amount; and for the
avoidance of doubt, this subparagraph (a) shall not restrict
any holders of outstanding securities of the Counterparty from
exercising or converting such securities to Shares; and


                              (b)  Counterparty
is entering into this Master Confirmation and each Transaction
hereunder in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b5-1 under the Exchange Act
(“Rule 10b5-1”).  It is the intent of the parties
that each Transaction entered into under this Master Confirmation
comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and (B) and
each Transaction entered into under this Master Confirmation shall
be interpreted to comply with the requirements of Rule
10b5-1(c).  Counterparty will not seek to control or influence
GS&Co. to make "purchases or sales" (within the meaning of Rule
10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under
this Master Confirmation, including, without limitation,
GS&Co.’s decision to enter into any hedging
transactions.  Counterparty represents and warrants that it
has consulted with its own advisors as to the legal aspects of its
adoption and implementation of this Master Confirmation and each
Supplemental Confirmation under Rule 10b5-1.


                              7.  
Additional Termination Events.  Additional Termination
Events will apply under Section 5(b)(v) of
the Agreement.  The following will constitute Additional
Termination Events, in each case with Counterparty as the sole
Affected Party:


                              (a)  Notwithstanding
anything to the contrary in the Equity Definitions, the occurrence
of a Nationalization, Insolvency or a Delisting (in each case
effective on the Announcement Date as determined by the Calculation
Agent);


                              (b)  Notwithstanding
anything to the contrary in the Equity Definitions, the occurrence
of a Merger Event (effective on the Merger Date) or a Tender Offer
(effective on the Tender Offer Date) in respect of which any Other
Consideration received for the Shares does not consist of
cash.  For the avoidance of doubt, in the event that any portion of the
consideration received for the Shares consists of cash or New
Shares, this Additional Termination Event shall only apply with
respect to all or any Transaction(s) (or portions thereof)
remaining after giving effect to the provisions in
“Consequences of Merger Events” or “Consequences
of Tender Offers”, as the case may be, above;


                           (c)  [reserved];
or



                              
(d)  Notwithstanding anything to
the contrary in the Equity Definitions, one
day prior to the ex-dividend date in respect of any Extraordinary Dividend (as
specified in the Supplemental Confirmation) by the Issuer; provided
that in the event that GS&Co. and Counterparty enter into a
mutually acceptable new transaction (using their good faith and commercially reasonable
efforts) on or prior to one day prior to the ex-dividend date in respect of
the Extraordinary Dividend, the amounts determined pursuant to
Section 6(e) of the Agreement or otherwise to be owed by
Counterparty and GS&Co. with respect to the Affected
Transaction(s) shall be deemed to be only
the amounts that would otherwise be owed hereunder in respect of
the Forward Cash Settlement Amount (the “Termination Forward
Settlement Amount”), the Floating Amount (the
“Termination Floating Amount”), the Fixed Amount, (the
“Termination Fixed Amount”) and the Counterparty
Additional Payment Amount if the Early Termination Date were the
Cash Settlement Payment Date, and shall be payable in cash or (in
the case of the Counterparty) by Net Share Settlement or a
combination of the two.  In the event that an Early Termination Date would
otherwise occur pursuant to this clause 7(d) while the Counterparty
is in possession of, or is aware of, material, non-public
information, the Early Termination Date shall not be deemed to
occur until the day after the day on which Counterparty is not in
possession of, and is not aware of, material non-public information
so long as, if, at the Counterparty’s
option, on or prior to one day prior to the ex-dividend date for
such Extraordinary Dividend, Counterparty agrees to pay GS&Co.
no later than the earlier of the entry into the new transaction or
the dividend payment date for such Extraordinary Dividend, a fixed
amount in cash or by Net Share Settlement or a combination of the
two, that shall be determined in good faith by GS&Co. as having
a value equal to (i) the amount per share of such Extraordinary
Dividend multiplied by (ii) the actual number of Shares that will
remain borrowed by GS&Co. in connection with any Hedge
Positions related to the Transaction as
of such ex-dividend date.  If the Counterparty does not so
agree on or prior to one day prior to the ex-dividend date for such
Extraordinary Dividend, the Early Termination Date shall occur at
the close of business on the Exchange Business Day that is one day
prior to the ex-dividend date.  For purposes of this Section
7(d):  the Termination Forward Settlement Amount shall mean
an  amount in Settlement Currency equal to the product of (a)
the Termination Trading Days multiplied by the Initial Number of
Daily Reference Shares multiplied by (b) an amount equal to (i) the
Termination Settlement Price minus (ii) the Forward Price; the
Termination Floating Amount shall mean an amount equal to the sum
of the applicable Federal Funds Rate multiplied by (i) the Daily
Notional Amount multiplied by (ii) 1/360 for each day from and
including the Floating Amount Accrual Date to but excluding the
Early Termination Date; and the Termination Fixed Amount shall mean
an amount equal to the sum of (I) the applicable Daily Additional
Spread multiplied by (i) the Daily Notional Amount multiplied by
(ii) 1/360 for each day from and including the Floating Amount
Accrual Date to but excluding the Early Termination Date plus (II)
an amount equal to the sum of the applicable
Fixed Rate multiplied by (i)  the Notional Amount multiplied by (ii) 1/360
for each day from and including the Floating Amount Accrual Date to
but excluding the Early Termination Date.  Also for purposes
of this Section 7(d): “Termination Trading Days” shall
mean the number of Exchange Business Days (excluding any day(s) on
which the Valuation Period was suspended in accordance with Section
5 herein or as a result of any Scheduled Trading Day being a
Disrupted Day) from and including the Valuation Period Start Date
to and including the Early Termination Date; “Termination
Valuation Period” shall mean the Exchange Business  Days
during the period commencing on and including the Valuation Period
Start Date to and including the Early Termination Date (but
excluding any day(s) on which the Valuation Period was suspended in
accordance with Section 5 herein or as a result of any Scheduled
Trading Day being a Disrupted Day and including any day(s) by which
the Valuation Period was extended pursuant to the provision below);
and the “Termination Settlement Price” shall mean the
arithmetic mean of the Relevant Prices of the Shares for each
Exchange Business Day in the Termination Valuation
Period. 


                              8.  
Automatic Termination Provisions.  Notwithstanding
anything to the contrary in Section 6 of the Agreement:


                              (a)  An
Additional Termination Event with Counterparty as the sole Affected
Party will automatically occur without any notice or action by
GS&Co. or Counterparty if the price of the Shares on the
Exchange at any time falls below the Termination Price (as
specified in the related Supplemental Confirmation) provided that
(for the avoidance of doubt only) such Additional Termination Event
shall be an Additional Termination Event only with respect to the
Transaction documented in such related Supplemental
Confirmation.  The Exchange Business Day that the price of the
Shares on the Exchange at any time falls below the Termination
Price will be the “Early Termination Date” for purposes
of the Agreement.


                              (b)  Notwithstanding
anything to the contrary in Section 6(d) of the Agreement,
following the occurrence of such an Additional Termination Event,
GS&Co. will notify Counterparty of the amount owing under
Section 6(e) of the Agreement within a commercially reasonable time
period (with such period based upon the amount of time, determined
by GS&Co. (or any of its Affiliates) in its reasonable
discretion, that it would take to unwind any of its Hedge
Position(s) related to the Transaction in a commercially reasonable
manner based on relevant market indicia).  For purposes of the
“Net Share Settlement Upon Early Termination”
provisions herein, (i) the date that such notice is effective (the
“Notice Date”) shall constitute the “Net Share
Valuation Date”, (ii) the Exchange Business Day immediately
following the Notice Date shall be the Net Share Settlement Date
and (iii) all references to the Forward Cash
Amount or the Fixed
Amount in Annex B hereto shall be deemed to
be the Early Termination Amount.  For the avoidance of doubt,
Hedge Position shall only mean any purchase, sale, entry into or
maintenance of one or more stock borrowing transactions by
GS&Co. or its Affiliates in respect of the Shares in connection
with this Transaction and, notwithstanding the forgoing portions of
this paragraph and Sections 6(d) and (e) of the Agreement,
Counterparty shall be entitled to satisfy the Hedge Position by
delivery of the Number of Early Settlement Shares as defined in and
pursuant to the provisions of Section 10.


                              9.  
Special Provisions for Merger Events.  Notwithstanding
anything to the contrary herein or in the Equity Definitions, to
the extent that an Announcement Date for a potential Merger
Transaction occurs during any Valuation Period:


                              (a)  Promptly
after request from GS&Co., Counterparty shall provide
GS&Co. with written notice specifying (i) Counterparty’s
average daily Rule 10b-18 Purchases (as defined in Rule 10b-18)
during the three full calendar months immediately preceding the
Announcement Date that were not effected through GS&Co. or its
affiliates and (ii) the number of Shares purchased pursuant to the
proviso in Rule 10b-18(b)(4) under the Exchange Act for the three
full calendar months preceding the Announcement Date.  Such
written notice shall be deemed to be a certification by
Counterparty to GS&Co. that such information is true and
correct.  Counterparty understands that GS&Co. will use
this information in calculating the trading volume for purposes of
Rule 10b-18; and


                              (b)  GS&Co.
in its sole discretion may (i) make adjustments to the terms of any
Transaction, including, without limitation, the Valuation Date and
the Number of Shares to account for the number of Shares that could
be purchased on each day during the Valuation Period in compliance
with Rule 10b-18 following the Announcement Date or (ii) treat the
occurrence of the Announcement Date as an Additional Termination
Event with Counterparty as the sole Affected Party. 


                              
“Merger Transaction” means any merger, acquisition or
similar transaction involving a recapitalization as contemplated by
Rule 10b-18(a)(13)(iv) under the Exchange Act.


                              10.  
Special Settlement Following Early Termination and Extraordinary
Events.  Notwithstanding anything to the contrary in this
Master Confirmation or any Supplemental Confirmation hereunder, in
the event that an Extraordinary Event under Article 12 of the
Equity Definitions occurs or an Early Termination Date under Section 6 of the Agreement occurs or is designated with respect to any
Transaction (each an “Affected Transaction”), then either party may elect, by notice to the other party,
to have Counterparty deliver the Number of Early Settlement Shares
to GS&Co. on the date that such notice is effective (provided that GS&Co. determines in its good
faith sole discretion that such delivery is in compliance with any
legal, regulatory or self-regulatory requirements or related
policies and procedures), except for a termination as a result of
Section 7(d), in which event the date of delivery shall be the
tenth Business Day thereafter.  To the
extent that Counterparty elects to deliver Shares to GS&Co. accompanied by
an effective Registration Statement (satisfactory to GS&Co. in
its reasonable
discretion) covering such Early Settlement Shares, Counterparty
must be in compliance with the conditions specified in (iii) though
(ix) in Annex B hereto at the time of such delivery.  If
Counterparty elects to deliver Unregistered Shares (as defined in
Annex B) to GS&Co., Counterparty and GS&Co. will negotiate
in good faith on acceptable procedures and documentation relating
to the sale of such Unregistered Shares.


                              
“Number of Early Settlement Shares” means a number of
Shares based on the Hedge Positions of GS&Co. or any of its
Affiliates’ with respect to each Affected Transaction under
this Master Confirmation at the time of the Extraordinary Event or
Early Termination Date, as applicable.


                              In determining the amount of Loss under
Section 6(e) of the Agreement or the Cancellation Amount under
Article 12, the parties shall take into account the Floating Rate
Amount that would have otherwise been due to the Counterparty and
the Fixed Amount that would have otherwise been due to GS&Co.,
and the difference between the New York 10b-18 Volume Weighted
Average Price per share of the Shares over the Valuation Period as
compared to the Forward Price.  Further, if Counterparty
delivers Early Settlement Shares, an amount equal to the product of
(i)  the Number of Early Settlement
Shares multiplied by (ii) the Forward Price (or if Counterparty
delivers Unregistered Shares, as reduced by a discount determined
by GS&Co. in a good faith commercially reasonable manner based
on the discount to the New York 10b-18 Volume Weighted Average
Price at which it could sell the Shares and whether GS&Co. and
Counterparty have agreed on acceptable procedures and documentation
relating to such Unregistered Shares as described above) shall be
credited against any amount owing under Section 6(e) of the
Agreement or pursuant to Article 12 of the Equity Definitions or otherwise under this Master
Confirmation.


                              11.  
Acknowledgments.  The parties hereto intend for:


                              (a)  Each
Transaction to be a “securities contract” as defined in
Section 741(7) of the U.S. Bankruptcy Code (Title 11 of the United
States Code) (the “Bankruptcy Code”), a “swap
agreement” as defined in Section 101(53B) of the Bankruptcy
Code, or a “forward contract” as defined in Section
101(25) of the Bankruptcy Code, and the parties hereto to be
entitled to the protections afforded by, among other Sections,
Sections 362(b)(6), 362(b)(17), 555, 556, and 560 of the Bankruptcy
Code;


                              (b)  A
party’s right to liquidate or terminate any Transaction, net
out or offset termination values of payment amounts, and to
exercise any other remedies upon the occurrence of any Event of
Default under the Agreement with respect to the other party to
constitute a “contractual right” (as defined in the
Bankruptcy Code);


                              (c)  All
payments for, under or in connection with each Transaction, all
payments for the Shares and the transfer of such Shares to
constitute “settlement payments” and
“transfers” (as defined in the Bankruptcy Code).


                              12.  
Set-Off.  The parties agree to amend Section 6 of the
Agreement by adding a new Section 6(f) thereto as follows:


“(f)  Upon the occurrence of
an Event of Default or Termination Event with respect to a party
who is the Defaulting Party or the Affected Party ("X"), the other
party ("Y") will have the right (but not be obliged) without prior
notice to X or any other person to set-off or apply any obligation
of X owed to Y  (whether or not matured
or contingent and whether or not arising under the Agreement, and
regardless of the currency, place of payment or booking office of
the obligation) against any obligation of Y
owed to X (whether or not matured or contingent and whether or not
arising under the Agreement, and regardless of the currency, place
of payment or booking office of the obligation).  Y will give
notice to the other party of any set-off effected under this
Section 6(f).


Amounts (or the relevant portion of such
amounts) subject to set-off may be converted by Y into the
Termination Currency at the rate of exchange at which such party
would be able, acting in a reasonable manner and in good faith, to
purchase the relevant amount of such currency.  If any
obligation is unascertained, Y may in good faith estimate that
obligation and set-off in respect of the estimate, subject to the
relevant party accounting to the other when the obligation is
ascertained.  Nothing in this Section 6(f) shall be effective
to create a charge or other security interest.  This Section
6(f) shall be without prejudice and in addition to any right of
set-off, combination of accounts, lien or other right to which any
party is at any time otherwise entitled (whether by operation of
law, contract or otherwise).”




                              13.  
Payment Date Upon Early Termination.  Notwithstanding
anything to the contrary in Section 6(d)(ii) of the Agreement, all
amounts calculated as being due in respect of an Early Termination
Date under Section 6(e) of the Agreement will be payable on the day
that notice of the amount payable is effective, except as otherwise
provided in this Master Confirmation or any Supplemental
Confirmation.


                              14.  
Share Settlement; Maximum Shares.  Notwithstanding
anything contained in this Master Confirmation, the Agreement or
the Equity Definitions, Counterparty may satisfy all amounts it may
owe GS&Co. hereunder and under each Supplemental Confirmation
by delivery of Shares in accordance with Annex B and/or Section 10
hereof, and is solely vested with the right to determine whether to
satisfy its obligations in Shares, in cash or in a combination of
the two.  Notwithstanding anything contained in this Master
Confirmation, the Agreement or the Equity Definitions, Counterparty
and GS&Co. agree that if Counterparty elects to satisfy its
obligations to GS&Co. by delivery of Shares, the delivery of a
number of Shares equal to the Reserved Shares will satisfy in full
the obligation of Counterparty to make any payments pursuant to
Section 6(e) of the Agreement, Article 12 of the Equity Definitions
or otherwise in respect of the Transaction.


                              15.  
Governing Law.  The Agreement, this Master Confirmation
and each Supplemental Confirmation and all matters arising in
connection with the Agreement, this Master Confirmation and each
Supplemental Confirmation shall be governed by, and construed and
enforced in accordance with, the law of the State of New York
without reference to its choice of law doctrine.


                              16.  
Offices.


                              (a)  The
Office of GS&Co. for each Transaction is:  One New York
Plaza, New York, New York 10004. 


                              (b)  The
Office of Counterparty for each Transaction is:  One Market
Spear Tower, Suite 2400 San Francisco, CA 94105.


                              
17.  Arbitration.


                              
(a)  Arbitration is final and binding on Counterparty and
GS&Co.


                              
(b)  Counterparty and GS&Co. are waiving their right
to seek remedies in court, including the right to a jury
trial.


                              
(c)  Pre-arbitration discovery is generally more limited
than and different from court proceedings.


                              
(d)  The arbitrators’ award is not required to
include factual findings or legal reasoning and any party’s
right to appeal or to seek modification of rulings by the
arbitrators is strictly limited.


                              
(e)  The panel of arbitrators will typically include a
minority of arbitrators who were or are affiliated with the
securities industry.


                              
Any controversy between or among GS&Co. or its affiliates, or
any of its or their partners, directors, agents or employees, on
the one hand, and Counterparty or its agents and affiliates, on the
other hand, arising out of or relating to the Agreement or any
Transaction entered into hereunder, shall be settled by
arbitration, in accordance with the then current rules of the American Arbitration Association
(“AAA”), except that  the provisions of this
Section 17 shall supersede any conflicting or inconsistent
provisions of such rules.  Each party shall appoint a
qualified arbitrator within 5 days after the giving of notice by
either party.  If either party shall fail timely to appoint a
qualified arbitrator, the appointed, qualified arbitrator shall
select the second qualified arbitrator within 5 days after such
party's failure to appoint.  The qualified arbitrators so
appointed shall meet and shall, if possible, determine such matter
within 10 days after the second qualified arbitrator is appointed,
and their determination shall be binding on the parties.  If
for any reason such two qualified arbitrators fail to agree on such
matter within such period of 10 days, then either party may request
the AAA to appoint a qualified arbitrator who shall be impartial
within 7 days of such request and both parties shall be bound by
any appointment so made by the AAA.  Within 7 days after the
third qualified arbitrator has been appointed, each of the first
two qualified arbitrators shall submit their respective
determinations to the third qualified arbitrator who must select
one or the other of such determinations (whichever the third
qualified arbitrator believes to be correct or closest to a correct
determination) within 7 days after the first two qualified
arbitrators shall have submitted their respective determinations to
the third qualified arbitrator, and the selection so made shall in
all cases be binding upon the parties, and judgment upon such
decision may be entered into any court having jurisdiction. 
In the event of the failure, refusal or inability of a qualified
arbitrator to act, a successor shall be appointed within 10 days as
hereinbefore provided.  The costs of the arbitration shall be
funded 50% by each party, and the parties shall bear their own
attorneys' fees, during the arbitration.  The prevailing party
shall be repaid all of such expenses by the non-prevailing party
within 10 days after the final determination of the qualified
arbitrator(s).  The award of the arbitrators shall be final,
and judgment upon the award rendered may be entered in any court,
state or Federal, having jurisdiction.


                              
Neither party shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a putative
class action; who is a member of a putative class who has not opted
out of the class with respect to any claims encompassed by the
putative class action until:


                              
(i)      the class certification is
denied;


                              
(ii)     the class is decertified;
or


                              
(iii)    the party is excluded from the class
by the court.


Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights
under the Agreement except to the extent stated herein.


[SIGNATURE PAGE FOLLOWS]









                              18.  Counterparty
hereby agrees (a) to check this Master Confirmation carefully
and immediately upon receipt so that errors or discrepancies can be
promptly identified and rectified and (b) to confirm that the
foregoing (in the exact form provided by GS&Co.) correctly sets
forth the terms of the agreement between GS&Co. and
Counterparty with respect to any Transaction, by manually signing
this Master Confirmation or this page hereof as evidence of
agreement to such terms and providing the other information
requested herein and immediately returning an executed copy to
Equity Derivatives Documentation Department, facsimile No.
212-428-1980/83.



		
Yours sincerely,


		
      


		
GOLDMAN, SACHS & CO.


		
By:       Frank
Huber             


              Vice
President                  


               Authorized
Signatory


	
Agreed and Accepted By:

	
		
      


	
PG&E CORPORATION

	
	

By:  Leroy T. Barnes                                                               


 Name:  Leroy T. Barnes

 Title:  Vice President and Treasurer

	

















ANNEX A



SUPPLEMENTAL CONFIRMATION FOR FULLY UNCOLLARED TRANSACTIONS





	
To:

	
            
	
PG&E Corporation

 One Market Spear Tower

 Suite 2400

 San Francisco, CA 94105


	
	
	
     

	
From:

	
	
Goldman, Sachs & Co.


	
	
	
     

	
Subject:

	
	
Accelerated Share Repurchase Transaction – VWAP
Pricing


	
	
	
     

	
Ref. No:

	
	
EN50BJ000000000


	
	
	
     

	
Date:

	
	
March 4, 2005













                        The
purpose of this Supplemental Confirmation is to confirm the terms
and conditions of the Transaction entered into between Goldman,
Sachs & Co. (“GS&Co.”) and PG&E Corporation
(“Counterparty”) (together, the “Contracting
Parties”) on the Trade Date specified below.  This
Supplemental Confirmation is a binding contract between GS&Co.
and Counterparty as of the relevant Trade Date for the Transaction
referenced below. 


1.
                    This
Supplemental Confirmation supplements, forms part of, and is
subject to the Master Confirmation dated as of March 4, 2005
(the “Master Confirmation”) between the Contracting
Parties, as amended and supplemented from time to time.  The
definitions and provisions contained in the Master Confirmation are
incorporated into this Supplemental Confirmation, except as
expressly modified below.  In the event of any inconsistency
between those definitions and provisions and this Supplemental
Confirmation, this Supplemental Confirmation will govern.


2.
                    The
terms of the Transaction to which this Supplemental Confirmation
relates are as follows:


	
Trade Date:

	
March 4, 2005.


	
	
     

	
Forward Price:

	
USD 35.60 per Share


	
	
     

	
Number of Shares:

	
29,489,400 Shares


	
	
     

	
Valuation Period Start Date:

	
March 7, 2005


	
	
     

	
Valuation Date:

	
September 7, 2005


	
	
     

	
Termination Price:

	
$10 per Share


	
	
     

	
Fixed Rate:

	
25 basis points


	
	
     

	
Reserved Shares:

	
Two times the Number of Shares


	
	
     

	
Extraordinary Dividends:

	
Any cash dividend declared by the Issuer in excess of $0.00 per
Share except for the dividend in the amount of $0.30 per Share
payable on April 15, 2005


	
	
     

	
Initial Number of Daily Reference Shares:

	
228,600 Shares


	
	
     

	
Initial Notional Amount:

	
The Number of Shares multiplied by the Forward Price.


	
	
     

	
Counterparty Additional Payment Amount:

	
USD 7,818,120.00





[SIGNATURE PAGE
FOLLOWS]












3.
                    Counterparty
represents and warrants to GS&Co. that neither it (nor any
“affiliated purchaser” as defined in Rule 10b-18 under
the Exchange Act) have made any purchases of blocks except through
GS&Co. or an entity affiliated with GS&Co. pursuant to the
proviso in Rule 10b-18(b)(4) under the Exchange Act during the four
full calendar weeks immediately preceding the Trade Date.


                        Counterparty
hereby agrees (a) to check this Supplemental Confirmation
carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and
(b) to confirm that the foregoing (in the exact form provided
by GS&Co.) correctly sets forth the terms of the agreement
between GS&Co. and Counterparty with respect to this
Transaction, by manually signing this Supplemental Confirmation or
this page hereof as evidence of agreement to such terms and
providing the other information requested herein and immediately
returning an executed copy to Equity Derivatives Documentation
Department, facsimile No. 212-428-1980/83.


		
Yours sincerely,


		
GOLDMAN, SACHS & CO.


		
By:       Vanessa
Marling             


              Vice
President                  


               Authorized
Signatory


	
Agreed and Accepted By:

	
		
      


	
PG&E CORPORATION

	
	

By:  Leroy T. Barnes                                                               


 Name:  Leroy T. Barnes

 Title:  Vice President and Treasurer

	

















ANNEX B


NET SHARE SETTLEMENT
PROCEDURES


                    The
following Net Share Settlement Procedures shall apply to the extent
that Counterparty elects Net Share Settlement in accordance with
the Master Confirmation:


                    Net
Share Settlement shall be made by delivery of the number of Shares
equal in value to the sum of the Forward Cash Settlement Amount, the Fixed Amount and the
Counterparty Additional Payment Amount (the “Settlement
Shares”), with such Shares’ value based on the Net
Share Settlement Price.  Delivery of such Settlement Shares
shall be made free of any contractual or other restrictions in good
transferable form (other than under the Securities Act with respect
to any Unregistered Shares (as defined below)) on the Net Share
Settlement Date with Counterparty (i) representing and warranting
to GS&Co. at the time of such delivery that it has good, valid
and marketable title or right to sell and transfer all such Shares
to GS&Co. under the terms of the related Transaction free of
any lien charge, claim or other encumbrance and (ii) making the
representations and agreements contained in Section 9.11(ii)
through (iv) of the Equity Definitions to GS&Co. with respect
to the Settlement Shares.  GS&Co. or any affiliate of
GS&Co. designated by GS&Co. (GS&Co. or such affiliate,
“GS”) shall resell the Settlement Shares during a
period (the “Resale Period”) commencing no earlier than
the Exchange Business Day on which the Settlement Shares are
delivered.  GS shall use its good faith, commercially
reasonable efforts to sell the Settlement Shares as promptly as
possible at commercially reasonable prices based on prevailing
market prices for the Shares.  The Resale Period shall end on
the Exchange Business Day on which GS completes the sale of all
Settlement Shares or a sufficient number of Settlement Shares so
that the realized net proceeds of such sales exceed the sum of
Forward Cash Settlement Amount, the Fixed Amount and the
Counterparty Additional Payment Amount.  Notwithstanding the
foregoing, if resale by GS of the Settlement Shares, as determined
by GS in its sole discretion (i) occurs during a distribution
for purposes of Regulation M, and if GS would be subject to the
restrictions of Rule 101 of Regulation M in connection with
such distribution, the Resale Period will be postponed or tolled,
as the case may be, until the Exchange Business Day immediately
following the end of any “restricted period” as such
term is defined in Regulation M with respect to such
distribution under Regulation M or (ii) conflict with any
legal, regulatory or self-regulatory requirements or related
policies and procedures applicable to GS (whether or not such
requirements, policies or procedures are imposed by law or have
been voluntarily adopted by GS), the Resale Period will be
postponed or tolled, as the case may be, until such conflict is no
longer applicable.  During the Resale Period, if the realized
net proceeds from the resale of the Settlement Shares exceed the
sum of the Forward Cash Settlement Amount, the Fixed Amount and the
Counterparty Additional Payment Amount, GS shall refund such excess
in cash to Counterparty by the close of business on the third
Exchange Business Day immediately following the last day of the
Resale Period.  If the sum of the Forward Cash Settlement
Amount, the Fixed Amount and the Counterparty Additional Payment
Amount exceeds the realized net proceeds from such resale,
Counterparty shall transfer to GS by the open of the regular
trading session on the Exchange on the third Scheduled Trading Day
immediately following the last day of the Resale Period the amount
of such excess (the “Additional Amount”) in the number of Shares (“Make-whole
Shares”) in an amount that, based on the Net Share Settlement
Price on the last day of the Resale Period (as if such day was the
“Net Share Valuation Date” for purposes of computing
such Net Share Settlement Price), has a dollar value equal to the
Additional Amount.  The Resale Period shall continue to enable
the sale of the Make-whole Shares.  The requirements and
provisions set forth below shall apply to Shares delivered to pay
such Additional Amounts.  This provision shall be applied
successively until the Additional Amount is equal to zero. 


Net Share Settlement of a Transaction is
subject to the following conditions:


Counterparty at its sole expense
shall:


                    
(i)  as promptly as practicable (but in no event more
than five (5) Exchange Business Days immediately following the
Settlement Method Election Date or, in the case of an election of
Net Share Settlement upon the occurrence of an Extraordinary Event
or an Early Termination Date, no more than one Exchange Business
Day immediately following either the Cancellation Date or the Early
Termination Date, as the case may be) file under the Securities Act
and use its best efforts to make effective, as promptly as
practicable, a registration statement or supplement or amend an
outstanding registration statement, in any such case, in form and
substance reasonably satisfactory to GS (the “Registration
Statement”) covering the offering and sale by GS of not less
than 150% of the Shares necessary to fulfill the Net Share
Settlement delivery obligation by Counterparty (determining the
number of such Shares to be registered on the basis of the average
of the Settlement Prices on the five (5) Exchange Business
Days prior to the date of such filing, amendment or supplement, as
the case may be);


                    
(ii)  maintain the effectiveness of the Registration
Statement until GS has sold all shares to be delivered by
Counterparty necessary to satisfy its Net Share Settlement
obligations;


                    
(iii)  have afforded GS and its counsel and other
advisers a reasonable opportunity to conduct a due diligence
investigation of Counterparty customary in scope for transactions
in which GS acts as underwriter of equity securities, and GS shall
have been satisfied (with the approval of its Commitments Committee
in accordance with its customary review process) with the results
of such investigation;


                    
(iv)  have negotiated and entered into an agreement with
GS providing for such covenants, conditions, representations and
warranties, underwriting discounts, commissions, indemnities and
contribution rights as are customary for GS equity underwriting
agreements, together with customary certificates and opinions of
counsel and letters of independent auditors of Counterparty to be
delivered to GS covering the shares to be delivered by Counterparty
in satisfaction of its Net Share Settlement obligations;


                    
(v)  have delivered to GS such number of prospectuses
relating thereto as GS shall have reasonably requested and shall
promptly update and provide GS with replacement prospectuses as
necessary to ensure the prospectus does not contain any untrue
statement of a material fact or any omission of a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they were made,
not misleading;


                    
(vi)   have retained for GS nationally-recognized
underwriting counsel acceptable to GS (in its sole discretion) with
broad experience in similar registered securities offerings and
such counsel shall have agreed to act as such;


                     (vii)        
have taken all steps necessary for the shares sold by GS to be
listed or quoted on the primary exchange or quotation system that
the Shares are listed or quoted on;


                    
(viii)  have paid all reasonable and actual out-of-pocket
costs and expenses of GS and all reasonable and actual fees and
expenses of GS’s outside counsel and other independent
experts in connection with the foregoing; and


                    
(ix)  take such action as is required to ensure that
GS’s sale of the Shares does not violate, or result in a
violation of, the federal or state securities laws.


                    
In the event that the Registration Statement is not declared
effective by the Securities Exchange Commission (the
“SEC”) or any of the conditions specified in (ii)
through (ix) above are not satisfied on or prior to the Valuation
Date (or, in the case of an election of Net Share Settlement upon
the occurrence of an Extraordinary Event or an Early Termination
Date, on or prior to the first Exchange Business Day following
either the Cancellation Date or the Early Termination Date, as the
case may be except for any Early Termination as result of Section
7(d) of the Master Confirmation, in which case, such date shall be
the tenth Exchange Business Day following such Early Termination
Date), then Counterparty may deliver Unregistered Shares to GS in
accordance with the following conditions.  If GS and
Counterparty can agree on acceptable pricing, procedures and
documentation relating to the sale of such Unregistered Shares
(including, without limitation, applicable requirements in (iii)
through (ix) above and insofar as pertaining to private offerings),
then such Unregistered Shares shall be deemed to be the
“Settlement Shares” for the purposes of the related
Transaction and the settlement procedure specified in this Annex B
shall be followed except that in the event that the Forward Cash
Settlement Amount plus the Fixed Amount, exceeds the proceeds from
the sale of such Unregistered Shares then for the purpose of
calculating the number of “Make-whole Shares” to be
delivered by Counterparty, GS shall determine the discount to the
Net Share Settlement Price at which it can sell the Unregistered
Shares.  Notwithstanding the delivery of the Unregistered
Shares, Counterparty shall endeavor in good faith to have a
registration statement declared effective by the SEC as soon as
practical.  In the event that GS has not sold sufficient
Unregistered Shares to satisfy Counterparty’s obligations to
GS contained herein at the time that a Registration Statement
covering the offering and sale by GS of a number of Shares equal in
value to not less than 150% of the amount then owed to GS is
declared effective (based on the Net Share Settlement Price on the
Exchange Business Day (as if such Exchange Business Day were the
“Net Share Valuation Date” for purposes of computing
such Net Share Settlement Price) that the Registration Statement
was declared effective), GS shall return all unsold Unregistered
Shares to Counterparty and Counterparty shall deliver such number
of Shares covered by the effective Registration Statement equal to
100% of the amount then owed to GS based on such Net Share
Settlement Price.  Such delivered shares shall be deemed to be
the “Settlement Shares” for the purposes of the related
Transaction and the settlement procedure specified in this Master
Confirmation, including, without limitation, this Annex B,
(including the obligation to deliver any Make-whole Shares, if
applicable) shall be followed.  In all cases GS shall be
entitled to take any and all required actions in the course of its
sales of the Settlement Shares, including without limitation making
sales of the Unregistered Shares only to “Qualified
Institutional Buyers” (as such term is defined under the
Securities Act), to ensure that the sales of the Unregistered
Shares and the Settlement Shares covered by the Registration
Statement are not integrated resulting in a violation of the
securities laws and Counterparty agrees to take all actions
requested by GS in furtherance thereof.


                    
If GS and Counterparty cannot agree on acceptable pricing,
procedures and documentation relating to the sales of such
Unregistered Shares then the number of Unregistered Shares to be
delivered to GS pursuant to the provisions above shall not be based
on the Net Share Settlement Price but rather GS shall determine the
value attributed to each Unregistered Share in a commercially
reasonable manner and based on such value Counterparty shall
deliver a number of Shares equal in value to the Forward Cash
Settlement Amount plus the Fixed Amount.  For the purposes
hereof “Unregistered Shares” means Shares that have not
been registered pursuant to an effective registration statement
under the Securities Act or any state securities laws (“Blue
Sky Laws”) and that cannot be sold, transferred, pledged or
otherwise disposed of without registration under the Securities Act
or under applicable Blue Sky Laws unless such sale, transfer,
pledge or other disposition is made in a transaction exempt from
registration thereunder.


                    
In the event that Counterparty delivers Shares pursuant to an
election of Net Share Settlement then Counterparty agrees to
indemnify and hold harmless GS, its affiliates and its assignees
and their respective directors, officers, employees, agents and
controlling persons (GS and each such person being an
“Indemnified Party”) from and against any and all
losses, claims, damages and liabilities (or actions in respect
thereof), joint or several, to which such Indemnified Party may
become subject, under the Securities Act or otherwise, (i) relating
to or arising out of any of the Transactions contemplated by this
Master Confirmation concerning Net Share Settlement or (ii) arising
out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any preliminary
prospectus, prospectus, Registration Statement or other written
material relating to the Shares delivered to prospective
purchasers, including in each case any amendments or supplements
thereto and including but not limited to any documents deemed to be
incorporated in any such document by reference (the “Offering
Materials”), or arising out of or based upon any omission or
alleged omission to state in the Offering Materials a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that, in the case of this clause (ii),
Counterparty will not be liable to the extent that any loss, claim,
damage or liability arises out of or is based upon any untrue
statement or omission or alleged untrue statement or omission in
the Offering Materials made in reliance upon and in conformity with
written information furnished to Counterparty by GS expressly for
use in the Offering Materials, as expressly identified in a letter
to be delivered at the closing of the delivery of Shares by
Counterparty to GS.  The foregoing indemnity shall exclude
losses that GS incurs solely by reason of the proceeds from the
sale of the Capped Number of Shares being less than the Forward
Cash Settlement Amount.  Counterparty will not be liable under
the foregoing indemnification provision to the extent that any
loss, claim, damage, liability or expense is found in a
nonappealable judgment by a court of competent jurisdiction to have
resulted from GS’s willful misconduct, gross negligence or
bad faith in performing the services that are subject of this
Master Confirmation or from information provided in writing by GS
for inclusion in the Registration Statement.  If for any
reason the foregoing indemnification is unavailable to any
Indemnified Party or insufficient to hold harmless any Indemnified
Party, then Counterparty shall contribute, to the maximum extent
permitted by law, to the amount paid or payable by the Indemnified
Party as a result of such loss, claim, damage or liability. 
In addition, Counterparty will reimburse any Indemnified Party for
all expenses (including reasonable counsel fees and expenses) as
they are incurred (after notice to Counterparty) in connection with
the investigation of, preparation for or defense or settlement of
any pending or threatened claim or any action, suit or proceeding
arising therefrom, whether or not such Indemnified Party is a party
thereto and whether or not such claim, action, suit or proceeding
is initiated or brought by or on behalf of Counterparty. 
Counterparty also agrees that no Indemnified Party shall have any
liability to Counterparty or any person asserting claims on behalf
of or in right of Counterparty in connection with or as a result of
any matter referred to in the Agreement or this Master Confirmation
concerning Net Share Settlement except to the extent that any
losses, claims, damages, liabilities or expenses incurred by
Counterparty result from the gross negligence, willful misconduct
or bad faith of the Indemnified Party.  This indemnity shall
survive the completion of any Transaction contemplated by this
Master Confirmation and any assignment and delegation of a
Transaction made pursuant to this Master Confirmation or the
Agreement shall inure to the benefit of any permitted assignee of
GS&Co.


                    
In no event shall the number of Settlement Shares (including, but
without duplication or double counting, any Unregistered Shares)
and any Make-whole Shares, be greater than the Reserved Shares
minus the amount of any Shares actually delivered under any other
Transaction(s) under this Master Confirmation (the result of such
calculation, the “Capped Number”).  Counterparty
represents and warrants (which shall be deemed to be repeated on
each day that a Transaction is outstanding) that the Capped Number
is equal to or less than the number of Shares determined according
to the following formula:


A – B


                    
Where          A
= the number of authorized but unissued shares of the Issuer that
are not reserved for future issuance on the date of the
determination of the Capped Number; and


                                          B = the maximum number of Shares required
to be delivered to third parties if Counterparty elected Net Share
Settlement of all transactions in the Shares (other than
Transactions in the Shares under this Master Confirmation) with all
third parties that are then currently outstanding and
unexercised.