Exhibit
10.9




PG&E
CORPORATION
 2005
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
 
  
  1.
              Purpose
      of the Plan
              1
  2.
              Definitions
              1
  3.
              Employer
      Contributions
              3
  4.
              Eligible
      Employee Deferrals
              4
  5.
              Investment
      Funds
              5
  6.
              Accounting
              6
  7.
              Distributions
              6
  8.
              Distribution
      Due to Unforeseeable Emergency (Hardship
    Distribution)
              8
  9.
              Domestic
      Relations Orders
              9
  10.
              Vesting
              9
  11.
              Administration
      of the Plan
              9
  12.
              Funding
              10
  13.
              Modification
      or Termination of Plan
              10
  14.
              General
      Provisions
              10





PG&E
CORPORATION
  2005
SUPPLEMENTAL RETIREMENT SAVINGS PLAN


This is
the controlling and definitive statement of the PG&E CORPORATION (“PG&E CORP”) 2005 Supplemental
Retirement Savings Plan (the “Plan”).  The Plan was
amended for compliance with the final Code Section 409A regulations effective as
of January 1, 2009, and further amended effective July 13, 2009 with respect to
available investment options.  Except as provided herein, the Plan is
generally effective as of January 1, 2005, with respect to all individuals who
are Eligible Employees as of such date.  The Plan continues the
benefit program embodied in the PG&E Corporation Supplemental Retirement
Savings Plan (the “Prior
Plan”).  Benefits accrued under the Prior Plan continue to be
payable under the Prior Plan pursuant to the terms and conditions of the Prior
Plan.




1.  Purpose of the
Plan.  The Plan is established and is maintained for the
benefit of a select group of management and highly compensated employees of
PG&E CORP and its Participating Subsidiaries in order to provide such
employees with certain deferred compensation benefits.  The Plan is an
unfunded deferred compensation plan that is intended to qualify for the
exemptions provided in Sections 201, 301, and 401 of ERISA.




2.  Definitions.  The
following words and phrases shall have the following meanings unless a different
meaning is plainly required by the context:




(a)  “Basic Employer
Contributions” shall mean the amounts credited to Eligible Employees’
Accounts under the Plan by the Employers, in accordance with Section
3(c).




(b)  “Board of Directors”
shall mean the Board of Directors of PG&E CORP, as from time to time
constituted.




(c)  “Code” shall mean the
Internal Revenue Code of 1986, as amended.  Reference to a specific
section of the Code shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation amending,
supplementing, or superseding such section.




(d)  “Committee” shall mean
the Nominating, Compensation and Governance Committee of the Board, as it may be
constituted from time to time.




(e)  “Eligible Employee”
shall mean an Employee who:




(1)  Is an
officer of PG&E CORP or any Participating Subsidiary and who is in Officer
Band 5 or above; or




(2)  Is a key
employee of PG&E CORP or any Participating Subsidiary and who is designated
by the Plan Administrator as eligible to participate in the Plan.




(f)  “Eligible Employee’s
Account” or “Account” shall mean
as to any Eligible Employee, the separate account maintained on the books of the
Employer in accordance with Section 6(a) in order to reflect his or her interest
under the Plan.  Accounts shall be centrally administered by the Plan
Administrator or its designee.




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(g)  “Employee” shall mean
an individual who is treated in the records of an Employer as an employee of the
Employer, who is not on an unpaid leave of absence, and/or who is not covered by
a collective bargaining agreement; provided, however, such term shall not mean
an individual who is a “leased employee” or who has entered into a written
contract or agreement with an Employer which explicitly excludes such individual
from participation in an Employer’s benefit plans.  The provisions of
this definition shall govern, whether or not it is determined that an individual
otherwise meets the definition of “common law” employee.




(h)  “Employers” shall mean
PG&E CORP and the Participating Subsidiaries designated by the Employee
Benefit Committee of PG&E CORP.  An initial list of the Employers
is contained in Appendix A to this Plan.




(i)  “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as
amended.  Reference to a specific section of ERISA shall include such
section, any valid regulation promulgated thereunder, and any comparable
provision of any future legislation amending, supplementing, or superseding such
section.




(j)  “Investment Funds”
shall mean the investment funds established by the Board of Directors and
reflected from time to time on Appendix B.  The Investment Funds shall
be used for tracking phantom investment results under the Plan.




(k)  “Matching Employer
Contributions” shall mean the amounts credited to Eligible Employees’
Accounts under the Plan by the Employers, in accordance with Section
3(b).




(l)  “Participating
Subsidiary” shall mean a United States-based subsidiary of PG&E CORP,
which has been designated by the Employee Benefit Committee of PG&E CORP as
a Participating Subsidiary under this Plan and which has agreed to make payments
or reimbursements with respect to its Eligible Employees pursuant to Section
14(d).  At such times and under such conditions as the Committee may
direct, one or more other subsidiaries of PG&E CORP may become Participating
Subsidiaries or a Participating Subsidiary may be withdrawn from the
Plan.  An initial list of the Participating Subsidiaries is contained
in Appendix A to this Plan.




(m)  “PG&E CORP” shall
mean PG&E Corporation, a California corporation.




(n)  “Plan” shall mean the
PG&E Corporation 2005 Supplemental Retirement Savings Plan, as set forth in
this instrument and as heretofore and hereafter amended from time to
time.




(o)  “Plan Year” shall mean
the calendar year.




(p)  “Prior Plan” shall
mean the PG&E Corporation Supplemental Retirement Savings Plan.




(q) “Retirement” or “Retire” shall mean an Eligible
Employee’s Separation from Service, provided that the Eligible Employee is at
least 55 years of age and has been employed by an Employer for at least five
years.




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(r)  “RSP”
shall mean, with respect to any Eligible Employee, the PG&E Corporation
Retirement Savings Plan or any predecessor qualified retirement plan sponsored
by PG&E CORP or any of its subsidiary companies.




(s) “Separation
from Service” shall mean an Eligible Employee’s “separation from service” within
the meaning of Code Section 409A(a)(2)(A)(i) and related Treasury Regulations
and other guidance, as determined by the Plan Administrator in its
discretion.




(t)  “Valuation
Date” shall mean:




(1)  For
purposes of valuing Plan assets and Eligible Employees’ Accounts for periodic
reports and statements, the date as of which such reports or statements are
made; and




(2)  For
purposes of determining the amount of assets actually distributed to the
Eligible Employee, his or her beneficiary, or an Alternate Payee (or available
for withdrawal), a date that shall not be more than seven business days prior to
the date the check is issued to the Eligible Employee.




In any
other case, the Valuation Date shall be the date designated by the Plan
Administrator (in its discretion) or the date otherwise set forth in this
Plan.  In all cases, the Plan Administrator (in its discretion) may
change the Valuation Date, on a uniform and nondiscriminatory basis, as is
necessary or appropriate.  Notwithstanding the foregoing, the
Valuation Date shall occur at least annually.




3.  Employer
Contributions.




(a)  Matching Employer
Contributions.  Subject to the provisions of Section 13, the
Eligible Employee’s Account shall be credited for each Plan Year with a Matching
Employer Contribution, calculated in the manner provided in Sections 3(a)(1),
(2), and (3) below:




(1)  First, an
amount shall be calculated equal to the maximum matching contribution that would
be made under the terms of the RSP, taking into account for such Plan Year the
amount of pre-tax deferrals and after-tax contributions the Eligible Employee
elected under the RSP.  For purposes of this calculation, any amounts
deferred under Subsection 4(a) of this Plan shall be treated as pre-tax
deferrals under the RSP.




(2)  The
calculation made in accordance with this Section 3(a)(1) above shall be made
without regard to any limitation on such amounts under the RSP resulting from
the application of any of the limitations under Code Sections 401(m),
401(a)(17), or 415.




(3)  The
Employer Matching Contribution to be credited to the Account of an Eligible
Employee for any Plan Year shall equal the amount calculated in accordance with
Sections 3(a)(1) and (2) above, reduced by the amount of matching contribution
made to such Eligible Employee’s account for such Plan Year under the
RSP.




(b)  Crediting of Matching
Employer Contributions.  Matching Employer Contributions shall
be calculated and credited to the Eligible Employee’s Account as of the first
business day of February of the calendar year following the Plan Year and shall
be credited only




3


if the
Eligible Employee is an Employee on the last day of Plan Year for which the
amounts are credited.  All such amounts shall be invested in the SRSP
Stable Value Fund.




(c)  Basic Employer
Contributions.  Subject to the provisions of Section 13, the
Account of each Eligible Employee shall be credited for each Plan Year with a
Basic Employer Contribution, calculated in the manner provided in Sections
3(c)(1), (2), and (3) below:




(1)  First, an
amount shall be calculated equal to the Basic Employer Contribution that would
be made under the terms of the RSP, taking into account for such Plan Year the
Eligible Employee’s Covered Compensation under the RSP, before any deductions
for compensation deferrals elected by such Eligible Employee under Subsection
4(a) of this Plan.  For Eligible Employees as defined by Section
2(e)(1) of this Plan, compensation shall also reflect such Eligible Employee’s
Short-Term Incentive Plan awards.




(2)  The
calculation made in accordance with this Section 3(c)(1) above shall be made
without regard to any limitation on such amounts under the RSP resulting from
the application of any of the limitations under Code Sections 401(a)(4),
401(a)(17), or 415.




(3)  The
Employer Contribution to be credited to the Account of an Eligible Employee for
any Plan Year shall equal the amount calculated in accordance with Sections
3(c)(1) and (2) above, reduced by the amount of Basic Employer Contributions
made to such Eligible Employee’s account for such Plan Year under the
RSP.




(d)  Crediting of Basic Employer
Contributions.  The Employer Contribution attributable to an
Eligible Employee’s Short Term Incentive Plan award shall be credited to an
Eligible Employee’s Account as of the first business day of the month following
the date on which the Short-Term Incentive Plan award is paid.  All
other Employer Contributions made in respect of an Eligible Employee shall be
credited to the Eligible Employee’s Account as of the first business day of
February of the calendar year following the Plan Year and shall be credited only
if the Eligible Employee is an Employee on the last day of the Plan Year for
which the amounts are credited.  All such amounts shall be invested in
the SRSP Stable Value Fund.




(e)  FICA
Taxes.  Each Eligible Employee shall be responsible for FICA
taxes on amounts credited to his or her Account under Sections 3 and
4(d).




4.  Eligible Employee
Deferrals.




(a)  Amount of
Deferral.  An Eligible Employee may defer (i) 5 percent to 50
percent of his or her annual salary; and (ii) all or part of his or her Short
Term Incentive Plan awards, Long-Term Incentive Plan (LTIP) awards (other than
stock options), Perquisite Allowances, and any other special payments, awards,
or bonuses as authorized by the Plan Administrator.




(b)  Credits to
Accounts.  Salary deferrals shall be credited to an Eligible
Employee’s Account as of each payroll period.  All other deferrals
attributable to allowances, awards, bonuses, and other payments shall be
credited as of the date that they otherwise would have been paid.




4


(c) Deferral Election.  An
Eligible Employee must file an election form with the Plan Administrator which
indicates the percentage of salary and the amount of any awards, allowances,
payments, and bonuses to be deferred under the Plan.  The election
shall occur no later than December 31 (or such earlier date established by the
Plan Administrator) of the calendar year next preceding the service year (within
the meaning of Treasury Regulation Section
1.409A-2(a)(3)).  Notwithstanding the foregoing, to the extent
permitted under Treasury Regulation Section 1.409A-2(a)(7), upon first becoming
an Eligible Employee, an election to defer shall be effective for compensation
to be earned for services performed beginning in the month following the filing
of a Deferral Election Form, provided said Form is filed within 30 days
following the date when the employee first becomes an Eligible
Employee.  Notwithstanding the foregoing, in the case of
performance-based compensation (within the meaning of Treasury Regulation
Section 1.409A-1(e)), the election may be made with respect to such
performance-based compensation on or before the date that is six months before
the end of the applicable performance period to the extent permitted under
Treasury Regulation Section 1.409A-2(a)(8).  The Plan Administratory
may, in its sole discretion, permit elections to made under other timing rules
that comply with Code Section 409A.




(d)  Deferral of Special
Incentive Stock Ownership Premiums.  All of an Eligible
Employee’s Special Incentive Stock Ownership Premiums are automatically deferred
to the Plan immediately upon grant and converted into units in the PG&E CORP
Phantom Stock Fund.  The units attributable to Special Incentive Stock
Ownership Premiums and any additional units resulting from the conversion of
dividend equivalents thereon remain unvested until the earlier of the third
anniversary of the date on which the Special Incentive Stock Ownership Premiums
are credited to an Eligible Employee’s account (provided the Eligible Employee
continues to be employed on such date), death, disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code), or Retirement of the
participant, or upon a Change in Control (as defined in the
LTIP).  Unvested units attributable to Special Incentive Stock
Ownership Premiums and any additional units resulting from the conversion of
dividend equivalents thereon shall be forfeited upon termination of the Eligible
Employee’s employment (unless otherwise provided in the PG&E Corporation
Executive Stock Ownership Program or the PG&E Corporation Officer Severance
Plan) or if an Eligible Employee’s stock ownership falls below the levels set
forth in the Executive Stock Ownership Program.




5.  Investment
Funds.  Although no assets will be segregated or otherwise set
aside with respect to an Eligible Employee’s Account, the amount that is
ultimately payable to the Eligible Employee with respect to such Account shall
be determined as if such Account had been invested in some or all of the
Investment Funds.  The Plan Administrator, in its sole discretion,
shall adopt (and modify from time to time) such rules and procedures as it deems
necessary or appropriate to implement the deemed investment of the Eligible
Employees’ Accounts.  Such procedures generally shall provide that an
Eligible Employee’s Account shall be deemed to be invested among the available
Investment Funds in the manner elected by the Eligible Employee in such
percentages and manner as prescribed by the Plan Administrator.  In
the event no election has been made by the Eligible Employee, such Account will
be deemed to be invested in the SRSP Stable Value Fund.  Eligible
Employees shall be able to reallocate their Accounts between the Investment
Funds and reallocate amounts newly credited to their Accounts at such time and
in such manner as the Plan Administrator shall prescribe.  Anything to
the contrary herein notwithstanding, an Eligible Employee may not reallocate
Account balances between




5


Investment
Funds if such reallocation would result in a non-exempt Discretionary
Transaction as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, or any successor to Rule 16b-3, as in effect when the reallocation is
requested.  The available Investment Funds shall be listed on Appendix
B and may be changed from time to time by the Board of Directors.




6.  Accounting.




(a)  Eligible Employees’
Accounts.  At the direction of the Plan Administrator, there
shall be established and maintained on the books of the Employer, a separate
account for each Eligible Employee in order to reflect his or her interest under
the Plan.




(b)  Investment
Earnings.  Each Eligible Employee’s Account shall initially
reflect the value of his or her Account’s interest in each of the Investment
Funds, deemed acquired with the amounts credited thereto.  Each
Eligible Employee’s Account shall also be credited (or debited) with the net
appreciation (or depreciation), earnings and gains (or losses) with respect to
the investments deemed made by his or her Account.  Any such net
earnings or gains deemed realized with respect to any investment of any Eligible
Employee’s Account shall be deemed reinvested in additional amounts of the same
investment and credited to the Eligible Employee’s Account.




(c)  Accounting
Methods.  The accounting methods or formulae to be used under
the Plan for the purpose of maintaining the Eligible Employees’ Accounts shall
be determined by the Plan Administrator.  The accounting methods or
formulae selected by the Plan Administrator may be revised from time to time but
shall conform to the extent practicable with the accounting methods used under
the Applicable Plan.




(d)  Valuations and
Reports.  The fair market value of each Eligible Employee’s
Account shall be determined as of each Valuation Date.  In making such
determinations and in crediting net deemed earnings and gains (or losses) in the
Investment Funds to the Eligible Employees’ Accounts, the Plan Administrator (in
its discretion) may employ such accounting methods as the Plan Administrator (in
its discretion) may deem appropriate in order to fairly reflect the fair market
values of the Investment Funds and each Eligible Employee’s
Account.  For this purpose, the Plan Administrator may rely upon
information provided by the Plan Administrator or other persons believed by the
Plan Administrator to be competent.




(e)  Statements of Eligible
Employee’s Accounts.  Each Eligible Employee shall be furnished
with periodic statements of his or her interest in the Plan.




7.  Distributions.




(a) Distribution of Account
Balances.  Except to the extent the Eligible Employee has
elected otherwise under this Section 7 at the time of deferral, distribution of
the balance credited to an Eligible Employee’s Account shall be made in a single
lump sum as soon as reasonably practicable (but in any event within 90 days)
following the date that is seven (7) months following Separation from
Service.




In
the case of an Alternate Payee (as defined in Section 9(a)), to the extent
allowable under Code Section 409A, distribution shall be made as directed in a
domestic relations order which the Plan Administrator determines is a QDRO (as
defined in Section 9(a)), but only as to the portion of the Eligible Employee’s
Account which the QDRO states is payable to the Alternate Payee.




6


(b)  “Specific Date”
Distributions.  By filing an irrevocable election with the Plan
Administrator, an Eligible Employee may at the time of deferral elect to receive
distribution of the specific type of income deferral for that calendar year plus
the earnings thereon (exclusive of Special Incentive Stock Ownership Premiums)
in January of any future year instead of pursuant to Section 7(a).




(c) Change in Distribution
Election.  An Eligible Employee may change a distribution
election previously made pursuant to Section 7(b) (or in place by default
pursuant to Section 7(a)) only with respect to the portion of the Eligible
Employee’s Account attributable to Eligible Employee Deferrals (exclusive of
Special Incentive Stock Ownership Premiums) and only in accordance with the
rules under Code Section 409A.  Generally, a subsequent election
pursuant to this Section 7(c):  (1) cannot take effect for twelve (12)
months, (2) must occur at least twelve (12) months before the first scheduled
payment under a payment at a specified date elected pursuant to Section 7(b),
and (3) must defer a previously elected distribution at least five (5)
additional years.  The Plan Administrator may establish additional
rules or restrictions on changes in distribution elections.




(d) Death Distributions.  If an
Eligible Employee dies before the balance of his or her Account has been
distributed (whether or not the Eligible Employee had previously had a
Separation from Service), the Eligible Employee’s Account shall be distributed
to the beneficiary designated or otherwise determined in accordance with Section
7(g), as soon as practicable the date of death (but in any event within 90 days
after the date of death).




(e) Special Incentive Stock Ownership
Premiums.  Distributions attributable to Special Incentive
Stock Ownership Premiums shall only be made in the form of one or more
certificates for the number of vested Special Incentive Stock Ownership Premium
units, rounded down to the nearest whole share, in accordance with the timing
rule set forth in Section 7(a).




(f)  Effect of Change in Eligible Employee
Status.  If an Eligible Employee ceases to be an Eligible
Employee but does not experience a Separation from Service, the balance credited
to his or her Account shall continue to be credited (or debited) with
appreciation, depreciation, earnings, gains or losses under the terms of the
Plan and shall be distributed to him or her at the time and in the manner set
forth in this Section 7.




(g) Payments to
Incompetents.  If any individual to whom a benefit is payable
under the Plan is a minor or if the Plan Administrator determines that any
individual to whom a benefit is payable under the Plan is incompetent to receive
such payment or to give a valid release therefor, payment shall be made to the
guardian, committee, or other representative of the estate of such individual
which has been duly appointed by a court of competent
jurisdiction.  If no guardian, committee, or other representative has
been appointed, payment may be made to any person as custodian for such
individual under the California Uniform Transfers to Minors Act (or similar law
of another state) or may be made to or applied to or for the benefit of the
minor or incompetent, the incompetent’s spouse, children or other dependents,
the institution or persons




7


maintaining
the minor or incompetent, or any of them, in such proportions as the Plan
Administrator from time to time shall determine; and the release of the person
or institution receiving the payment shall be a valid and complete discharge of
any liability of PG&E CORP with respect to any benefit so paid.




(h)  Beneficiary
Designations.  Each Eligible Employee may designate, in a
signed writing delivered to the Plan Administrator, on such form as it may
prescribe, one or more beneficiaries to receive any distribution which may
become payable under the Plan as the result of the Eligible Employee’s
death.  An Eligible Employee may designate different beneficiaries at
any time by delivering a new designation in like manner.  Any
designation shall become effective only upon its receipt by the Plan
Administrator, and the last effective designation received by the Plan
Administrator shall supersede all prior designations.  If an Eligible
Employee dies without having designated a beneficiary or if no beneficiary
survives the Eligible Employee, the Eligible Employee’s Account shall be payable
to the beneficiary or beneficiaries designated or otherwise determined under the
RSP.




(i)  Undistributable
Accounts.  Each Eligible Employee and (in the event of death)
his or her beneficiary shall keep the Plan Administrator advised of his or her
current address.  If the Plan Administrator is unable to locate the
Eligible Employee or beneficiary to whom an Eligible Employee’s Account is
payable under this Section 7, the Eligible Employee’s Account shall be frozen as
of the date on which distribution would have been completed in accordance with
this Section 7, and no further appreciation, depreciation, earnings, gains or
losses shall be credited (or debited) thereto.  PG&E CORP shall
have the right to assign or transfer the liability for payment of any
undistributable Account to the Eligible Employee’s former Employer (or any
successor thereto).




(j)  Plan Administrator
Discretion.  Within the specific time periods described in this
Section 7, the Plan Administrator shall have sole discretion to determine the
specific timing of the payment of any Account balance under the
Plan.




8.  Distribution Due to
Unforeseeable Emergency (Hardship Distribution).  A participant
may request a distribution due to an unforeseeable emergency (within the meaning
of Code Section 409A) by submitting a written request to the Plan
Administrator.  The Plan Administrator shall have the authority to
require such evidence as it deems necessary to determine if a distribution is
warranted.  If an application for a hardship distribution due to an
unforeseeable emergency is approved, the distribution shall be payable in a lump
sum within 30 days after approval of such distribution.  After receipt
of a payment requested due to an unforeseeable emergency, a participant may not
make additional deferrals during the remainder of the Plan Year in which the
recipient received the payment.  The distribution due to an
unforeseeable emergency shall not exceed the amount reasonably necessary to meet
the emergency.  This Section 8 shall be administered in accordance
with the requirements of Code Section 409A.




9.  Domestic Relations
Orders.




(a)  Qualified Domestic Relations
Orders.  The Plan Administrator shall establish written
procedures for determining whether a domestic relations order purporting to
dispose of





8





any
portion of an Eligible Employee’s Account is a qualified domestic relations
order (within the meaning of Section 414(p) of the Code) (a “QDRO”).




(1)  No
Payment Unless a QDRO.  No payment shall be made to any person
designated in a domestic relations order (an “Alternate Payee”)
until the Plan Administrator (or a court of competent jurisdiction reversing an
initial adverse determination by the Plan Administrator) determines that the
order is a QDRO.  Payment shall be made to each Alternate Payee as
specified in the QDRO.




(2)  Time of
Payment.  Payment may be made to an Alternate Payee in the form of a
lump sum, at the time specified in the QDRO, but no earlier than the date the
QDRO determination is made.




(3)  Hold
Procedures.  Notwithstanding any contrary Plan provision, prior to the
receipt of a domestic relations order, the Plan Administrator may, in its sole
discretion, place a hold upon all or a portion of an Eligible Employee’s Account
for a reasonable period of time (as determined by the Plan Administrator in
accordance with Code Section 409A) if the Plan Administrator receives notice
that (a) a domestic relations order is being sought by the Eligible Employee,
his or her spouse, former spouse, child or other dependent, and (b) the Eligible
Employee’s Account is a source of the payment under such domestic relations
order.  For purposes of this Section 9(a)(3), a “hold” means that no
withdrawals, distributions, or investment transfers may be made with respect to
an Eligible Employee’s Account.  If the Plan Administrator places a
hold upon an Eligible Employee’s Account pursuant to this Section 9(a)(3), it
shall inform the Eligible Employee of such fact.




10.  Vesting.  Except
as provided in Section 4(d), an Eligible Employee’s interest in his or her
Account at all times shall be 100 percent vested and
nonforfeitable.




11.  Administration of the
Plan.




(a)  Plan
Administrator.  The Employee Benefit Committee of PG&E CORP
is hereby designated as the administrator of the Plan (within the meaning of
Section 3(16)(A) of ERISA).  The Plan Administrator delegates to the
Senior Human Resource Officer for PG&E CORP, or his or her designee, the
authority to carry out all duties and responsibilities of the Plan Administrator
under the Plan.  The Plan Administrator shall have the authority to
control and manage the operation and administration of the Plan.




(b)  Powers of Plan
Administrator.  The Plan Administrator shall have all
discretion and powers necessary to supervise the administration of the Plan and
to control its operation in accordance with its terms, including, but not by way
of limitation, the power to interpret the provisions of the Plan and to
determine, in its sole discretion, any question arising under, or in connection
with the administration or operation of, the Plan.




Decisions of Plan
Administrator.  All decisions of the Plan Administrator and any
action taken by it in respect of the Plan and within the powers granted to it
under the Plan shall be conclusive and binding on all persons and shall be given
the maximum deference permitted by law.




9


12.  Funding.  All
amounts credited to an Eligible Employee’s Account under the Plan shall continue
for all purposes to be a part of the general assets of PG&E
CORP.  The interest of the Eligible Employee in his or her Account,
including his or her right to distribution thereof, shall be an unsecured claim
against the general assets of PG&E CORP.  While PG&E CORP may
choose to invest a portion of its general assets in investments identical or
similar to those selected by Eligible Employees for purposes of determining the
amounts to be credited (or debited) to their Accounts, nothing contained in the
Plan shall give any Eligible Employee or beneficiary any interest in or claim
against any specific assets of PG&E CORP.




13.  Modification or Termination
of Plan.




(a)  Employers’ Obligations
Limited.  The Plan is voluntary on the part of the Employers,
and the Employers do not guarantee to continue the Plan.  PG&E
CORP at any time may, by appropriate amendment of the Plan, suspend Matching
Employer Contributions and/or Basic Employer Contributions or may discontinue
Matching Employer Contributions and/or Basic Employer Contributions, with or
without cause.




(b)  Right to Amend or
Terminate.  The Board of Directors, acting through its
Nominating and Compensation Committee, reserves the right to alter, amend, or
terminate the Plan, or any part thereof, in such manner as it may determine, for
any reason whatsoever.




(1)  Limitations.  Any
alteration, amendment, or termination shall take effect upon the date indicated
in the document embodying such alteration, amendment, or termination, provided
that no such alteration or amendment shall divest any portion of an Account that
is then vested under the Plan.




(c) Effect of Termination.  If
the Plan is terminated, the balances credited to the Accounts of the Eligible
Employees affected by such termination shall be distributed to them at the time
and in the manner set forth in Section 7; provided, however, that the Plan
Administrator, in its sole discretion, may authorize accelerated distribution of
Eligible Employees’ Accounts to the extent provided in Treasury Regulation
Sections 1-409A-3(j)(4)(ix) (A) (relating to terminations in connection with
certain corporate dissolutions), (B) (relating to terminations in connection
with certain change of control events), and (C) (relating to general
terminations).




14.  General
Provisions.




(a)  Inalienability.  Except
to the extent otherwise directed by a domestic relations order which the Plan
Administrator determines is a QDRO (as defined in Section 9(a) or mandated by
applicable law, in no event may either an Eligible Employee, a former Eligible
Employee or his or her spouse, beneficiary or estate sell, transfer, anticipate,
assign, hypothecate, or otherwise dispose of any right or interest under the
Plan; and such rights and interests shall not at any time be subject to the
claims of creditors nor be liable to attachment, execution, or other legal
process.




(b)  Rights and
Duties.  Neither the Employers nor the Plan Administrator shall
be subject to any liability or duty under the Plan except as expressly provided
in the Plan, or for any action taken, omitted, or suffered in good
faith.




10


(c)  No Enlargement of Employment
Rights.  Neither the establishment or maintenance of the Plan,
the making of any Matching Employer Contributions, nor any action of any
Employer or Plan Administrator, shall be held or construed to confer upon any
individual any right to be continued as an Employee nor, upon dismissal, any
right or interest in any specific assets of the Employers other than as provided
in the Plan.  Each Employer expressly reserves the right to discharge
any Employee at any time, with or without cause or advance notice.




(d)  Apportionment of Costs and
Duties.  All acts required of the Employers under the Plan may
be performed by PG&E CORP for itself and its Participating Subsidiaries, and
the costs of the Plan may be equitably apportioned by the Plan Administrator
among PG&E CORP and the other Employers.  Whenever an Employer is
permitted or required under the terms of the Plan to do or perform any act,
matter or thing, it shall be done and performed by any officer or employee of
the Employer who is thereunto duly authorized by the board of directors of the
Employer.  Each Participating Subsidiary shall be responsible for
making benefit payments pursuant to the Plan on behalf of its Eligible Employees
or for reimbursing PG&E CORP for the cost of such payments, as determined by
PG&E CORP in its sole discretion.  In the event the respective
Participating Subsidiary fails to make such payment or reimbursement, and
PG&E CORP does not exercise its discretion to make the payment on such
Participating Subsidiary’s behalf, participation in the Plan by the Eligible
Employees of that Participating Subsidiary shall be suspended in a manner
consistent with Code Section 409A.  If at some future date, the
Participating Subsidiary makes all past-due payments and reimbursements, plus
interest at a rate determined by PG&E CORP in its sole discretion, the
suspended participation of its Eligible Employees eligible to participate in the
Plan will be recognized in a manner consistent with Code Section
409A.  In the event the respective Participating Subsidiary fails to
make such payment or reimbursement, an Eligible Employee’s (or other payee’s)
sole recourse shall be against the respective Participating Subsidiary, and not
against PG&E CORP.  An Eligible Employee’s participation in the
Plan shall constitute agreement with this provision.




(e) Applicable Law.  The
provisions of the Plan shall be construed, administered, and enforced in
accordance with the laws of the State of California and, to the extent
applicable, ERISA.  The Plan is intended to comply with the provisions
of Code Section 409A.  However, PG&E CORP makes no representation
that the benefits provided under the Plan will comply with Code Section 409A and
makes no undertaking to prevent Code Section 409A from applying to the benefits
provided under the Plan or to mitigate its effects on any deferrals or payments
made under the Plan.




(f)  Severability.  If
any provision of the Plan is held invalid or unenforceable, its invalidity or
unenforceability shall not affect any other provisions of the Plan, and the Plan
shall be construed and enforced as if such provision had not been
included.




(g)Captions.  The
captions contained in and the table of contents prefixed to the Plan are
inserted only as a matter of convenience and for reference and in no way define,
limit, enlarge, or describe the scope or intent of the Plan nor in any way shall
affect the construction of any provision of the Plan.







11


APPENDIX
A
  EMPLOYERS


(As
of January 1, 2005)


– PG&E
Corporation
  – All
Participating Subsidiaries


Participating Subsidiaries
(as of January 1, 2005):


– Pacific Gas
and Electric Company
  – All
U.S. subsidiaries of the above-named corporations





APPENDIX
B
  INVESTMENT
FUNDS


(as
of July 13, 2009)


SRSP Target Date Fundsare a
suite of funds that provides investors with convenient, cost-effective exposure
across major global asset classes within single investment
options.  The suite consists of nine funds targeting a normal
retirement age of 65.  These broadly diversified vehicles combine
low-cost stock and bond strategies and automatic rebalancing with professional
judgment regarding the appropriate risk level for a specific retirement
date.  On an annual basis, the SRSP Target Date Funds incrementally
reduce exposure to equities and increase exposure to fixed income assets as the
target retirement date approaches.  This equity roll down continues
for five years after the target retirement date, at which time a fixed
income-oriented allocation of 65% is combined with 35% stocks that is maintained
indefinitely within the RSP Target Retirement Income Fund.  A
participant typically invests in one fund within the suite which fund reflects a
target retirement date closest to the anticipated retirement date of
the  participant.





PG&E Corporation
Phantom  Stock Fund converts contributions and transferred
amounts into units of phantom common stock valued at the closing price of a
share of PG&E Corporation common stock on the contribution/transfer
date.  If the transfer request is received after the market closes,
the following day’s closing price will be used.  Thereafter, the value
of a unit shall fluctuate depending on the price of PG&E Corporation common
stock.  Each time a dividend is paid on common stock, an amount equal
to such dividend shall be credited to the account as additional
units.





SRSP Total US Stock Index Fundseeks to match  the returns of the Russell 3000 Index. The
Russell 3000 Index represents the 3,000 largest stocks in the US market and
accounts for approximately 97% of the US stock market’s
capitalization.  The strategy of investing in the same stocks as the
Russell 3000 Index provides reliable exposure to this asset class and results in
lower expenses.





SRSP Large Company Stock Index
Fund seeks to match the returns of the S&P 500 Index.  The
Fund invests in all 500 stocks in the S&P 500 Index in proportion to their
weightings in the Index.  The S&P 500 provides exposure to about
85% of the market value of all publicly traded common stocks in the United
States.  The strategy of investing in the same stocks as the S&P
500 Index provides reliable exposure to this asset class and results in lower
expenses.





SRSP Small Company Stock Index
Fund seeks to match the returns of the Russell Small Cap Completeness
Index.  The Fund invests in all of the stocks in the Russell Special
Small Cap Completeness Index in proportion to their weightings in the
Index.  The Russell Small Cap Completeness Index represent about 15%
of the market value of all publicly traded common stocks in the United
States.  The strategy of investing in the same stocks as the Russell
Small Cap Completeness Index provides reliable exposure to this asset class and
results in lower expenses.








SRSP World Stock Index Fundseeks to match the returns of the MSCI All Country World Index over the
long term.  The MSCI All Country World Index invests in the US,
Canada, Europe, Australasia and Far East countries and emerging
markets.  The strategy of investing in a portfolio of stocks designed
to track the MSCI All Country World Ex-US Index provides reliable exposure to
this asset class and results in lower expenses.





SRSP International Stock Index
Fund seeks to match the returns of the MSCI World ex-US
Index.  The Fund invests in all of the stocks in the MSCI World ex-US
Index in proportion to their weightings in the Index.  The MSCI World
ex-US index provides exposure to Canada as well as developed market countries in
Europe, Australasia, and the Far East.  The strategy of investing in
the same stocks as the MSCI World ex-US provides reliable exposure to this asset
class and results in lower expenses.





SRSP Emerging Markets Enhanced Index
Fund seeks to provide a total investment return in excess of the
performance of the MSCI Emerging Markets Index over the long term. The MSCI
Emerging Markets Index invests in emerging market countries. The strategy
attempts to identify and capitalize on inefficiencies in the emerging markets by
employing a disciplined investment process that combines top-down country
selection with bottom-up stock selection to determine an optimal country and
security mix.  Portfolio construction is risk-controlled, with the
goal of a well-diversified portfolio that has characteristics similar to the
benchmark and superior performance potential.





SRSP Bond Index Fund seeks to
match the returns of the Barclays Capital Aggregate Bond Index.  The
Fund invests in a portfolio of government, corporate, mortgage-backed, and
asset-backed fixed-income securities that is representative of the broad
domestic bond market.  The Barclays Capital Aggregate Bond Index is an
unmanaged, market-value weighted index of investment-grade, fixed-rate debt
issues, including government, corporate, asset-backed, and mortgage-backed
securities, with maturities of one year or more.    The
strategy of investing in a portfolio of bonds designed to track the Barclays
Capital Aggregate Bond Index provides reliable exposure to this asset class and
results in lower expenses.





SRSP US Government Bond Index
Fund seeks to match the returns of the Barclays Capital US Government
Bond Index. The Fund invests in a well-diversified portfolio that is
representative of the Barclays Capital US Government Bond Index, which consists
of US Government and government agency securities (other than mortgage
securities) with maturities of one year or more.  The strategy of
investing in a portfolio of stocks designed to track the Barclays Capital US
Government Index provides reliable exposure to this asset class and results in
lower expenses.





AA Utility Bond Fund accrues
interest on the amount invested in this fund.  The interest rate is
equal to the AA Utility Bond Yield reported by Moody’s Investor
Services.





SRSP Stable Value Fund seeks
to provide safety of principal and liquidity while providing a relatively stable
rate of return. The Fund invests in a diversified portfolio of high credit
quality fixed income instruments. These investments are wrapped by investment
contracts issued by insurance companies, banks and other financial institutions
that provide protection for differences between book and market values. The
creditworthiness of the wrapped fixed income investments is primarily derived
from the credit quality of the underlying securities and not the wrap contract
issuers. The Fund’s return is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.