Exhibit
24.1


RESOLUTION OF
THE


BOARD OF DIRECTORS
OF


PG&E
CORPORATION





February 17,
2010





WHEREAS, the Audit Committee of this
Board of Directors has reviewed the audited consolidated financial statements
for this corporation for the year ended December 31, 2009, and has
recommended to the Board that such financial statements be included in the
corporation’s Annual Report on Form 10-K for the year ended
December 31, 2009, to be filed with the Securities and Exchange Commission;
and





WHEREAS, the Board has authorized said
financial statements to be included in said Annual Report on
Form 10-K;





NOW, THEREFORE, BE IT RESOLVED that
each of HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC A.
MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN is hereby authorized to
sign on behalf of this corporation and as attorneys-in-fact for the Chairman,
Chief Executive Officer, and President, the Senior Vice President and Chief
Financial Officer, and the Vice President and Controller of this corporation the
Annual Report on Form 10-K for the year ended December 31, 2009,
required by Section 13 or 15(d) of the Securities Exchange Act of 1934, and
all amendments and other filings or documents related thereto to be filed with
the Securities and Exchange Commission, and to do any and all acts necessary to
satisfy the requirements of the Securities Exchange Act of 1934 and the
regulations of the Securities and Exchange Commission adopted thereunder with
regard to said Annual Report on Form 10-K.











I, LINDA Y.H. CHENG, do hereby certify
that I am Vice President, Corporate Governance and Corporate Secretary of
PG&E CORPORATION, a corporation organized and existing under the laws of the
State of California; that the above and foregoing is a full, true, and correct
copy of a resolution which was duly adopted by the Board of Directors of said
corporation at a meeting of said Board which was duly and regularly called and
held on February 17, 2010; and that this resolution has never been amended,
revoked, or repealed, but is still in full force and effect.





WITNESS my hand and the seal of said
corporation hereunto affixed this 17th day of February, 2010.











LINDA
      Y.H.CHENGLinda
      Y.H. ChengVice
      President, Corporate Governance andCorporate
      SecretaryPG&E
      CORPORATION
































C  O  R  P  O  R  A  T  E







S  E  A  L





RESOLUTION OF
THE


BOARD OF DIRECTORS
OF


PACIFIC GAS AND ELECTRIC
COMPANY





February 17,
2010





WHEREAS, the Audit Committee of this
Board of Directors has reviewed the audited consolidated financial statements
for this company for the year ended December 31, 2009, and has recommended
to the Board that such financial statements be included in the company’s Annual
Report on Form 10-K for the year ended December 31, 2009, to be filed
with the Securities and Exchange Commission; and





WHEREAS, the Board has authorized said
financial statements to be included in said Annual Report on
Form 10-K;





NOW, THEREFORE, BE IT RESOLVED that
each of HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC A.
MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN is hereby authorized to
sign on behalf of this company and as attorneys-in-fact for the President, the
Vice President, Finance and Chief Financial Officer, and the Vice President and
Controller of this company the Annual Report on Form 10-K for the year
ended December 31, 2009, required by Section 13 or 15(d) of the
Securities Exchange Act of 1934, and all amendments and other filings or
documents related thereto to be filed with the Securities and Exchange
Commission, and to do any and all acts necessary to satisfy the requirements of
the Securities Exchange Act of 1934 and the regulations of the Securities and
Exchange Commission adopted thereunder with regard to said Annual Report on
Form 10-K.











I, LINDA Y.H. CHENG, do hereby certify
that I am Vice President, Corporate Governance and Corporate Secretary of
PACIFIC GAS AND ELECTRIC COMPANY, a corporation organized and existing under the
laws of the State of California; that the above and foregoing is a full, true,
and correct copy of a resolution which was duly adopted by the Board of
Directors of said corporation at a meeting of said Board which was duly and
regularly called and held on February 17, 2010; and that this resolution has
never been amended, revoked, or repealed, but is still in full force and
effect.





WITNESS my hand and the seal of said
corporation hereunto affixed this 17th day of February, 2010.








LINDA
      Y.H.CHENGLinda
      Y.H. ChengVice
      President, Corporate Governance andCorporate
      SecretaryPACIFIC
      GAS AND ELECTRIC COMPANY



































C  O  R  P  O  R  A  T  E







S  E  A  L