**Exhibit 24.1**

**RESOLUTION OF THE**

**BOARD OF DIRECTORS OF**

**PG&E CORPORATION**

February 16, 2011 

WHEREAS, the Audit Committee of this Board ofDirectors has reviewed the audited consolidated financial statements for this corporation for the year ended December 31, 2010, and has recommended to the Board that such financial statements be included in the corporation’s Annual Reporton Form 10-K for the year ended December 31, 2010, 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, KATHLEENHAYES, 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 Presidentand Controller of this corporation the Annual Report on Form 10-K for the year ended December 31, 2010, required by Section 13 or 15(d) of the Securities Exchange Act of 1934, and all amendments and other filings or documents relatedthereto 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 thereunderwith regard to said Annual Report on Form 10-K. 

I, LINDA Y.H. CHENG, do hereby certify that I am Vice President, Corporate Governance andCorporate 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 ofDirectors of said corporation at a meeting of said Board which was duly and regularly called and held on February 16, 2011; and that this resolution has never been amended, revoked, or repealed, but is still in full force and effect.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 16th day of February, 2011. 

 

LINDA Y.H.CHENG

Linda Y.H. Cheng

Vice President, Corporate Governance and

Corporate Secretary

PG&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 16, 2011

WHEREAS, the Audit Committee of this Board of Directors has reviewed the audited consolidated financial statements forthis company for the year ended December 31, 2010, 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, 2010, to be filed with theSecurities and Exchange Commission; and 

WHEREAS, the Board has authorized said financial statements to be included in saidAnnual 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 VicePresident and Controller of this company the Annual Report on Form 10-K for the year ended December 31, 2010, required by Section 13 or 15(d) of the Securities Exchange Act of 1934, and all amendments and other filings or documentsrelated 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 adoptedthereunder 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 andCorporate 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 theBoard of Directors of said corporation at a meeting of said Board which was duly and regularly called and held on February 16, 2011; 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 16th day of February, 2011. 

 

LINDA Y.H.CHENG
Linda 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