Unassociated Document


    

      Exhibit
10.1

      PG&E
CORPORATION

      2006
LONG-TERM INCENTIVE PLAN

      AMENDMENT
- RESTRICTED STOCK AGREEMENT

      


      PG&E CORPORATION, a
California corporation, and Peter A. Darbee (the “Recipient”)
hereby agree to amend the terms of the Restricted Stock Agreement (as
amended,  the “Agreement”) describing the January 3, 2007 grant of
21,155 shares of PG&E Corporation restricted common stock (the “Restricted
Stock”) to the Recipient under the PG&E Corporation 2006 Long-Term Incentive
Plan, as amended on February 15, 2006, December 20, 2006, and October 17, 2007
(the “LTIP”).  The effective date of this amendment is May 9,
2008.

      


      


      The
following sections of the Agreement are amended to read as set forth
below.

      


      
        	
                SECTION OF
      AGREEMENT

                 

              	
                NEW
      LANGUAGE

              
	
                The
      LTIP and Other

                Agreements

              	
                This
      Agreement (as amended) constitutes the entire understanding between you
      and PG&E Corporation regarding the Restricted Stock, subject to the
      terms of the LTIP.  Any prior agreements, commitments or
      negotiations are superseded.  In the event of any conflict or
      inconsistency between the provisions of this Agreement and the LTIP, the
      LTIP shall govern.  In the event of any conflict or
      inconsistency between the provisions of the Agreement and the Officer
      Severance Policy, this Agreement shall govern.  Capitalized
      terms that are not defined in this Agreement are defined in the LTIP. For
      purposes of the Agreement, employment with PG&E Corporation shall mean
      employment with any member of the Participating Company
Group.

                 

              
	
                Lapse
      of Restrictions

              	
                So
      long as you remain employed with PG&E Corporation, on December 31,
      2008 the restrictions will lapse as to forty percent of the
      total  number of shares of Restricted Stock (8,462
      shares).

                 

                The
      remaining sixty percent of the total number of shares of Restricted Stock
      (12,693 shares) will be canceled on December 31, 2008.  In lieu
      of these 12,693 shares of canceled Restricted Stock, PG&E Corporation
      has agreed to grant you an equal number of restricted stock units,
      effective on the first business day of January 2009, on terms
      substantially similar to those that would have applied to such canceled
      shares.

                 

                To
      the extent this Agreement provides for continued lapse of restrictions
      following the termination of employment, such continued vesting shall be
      subject to your continued compliance with certain post-employment
      restrictions.

                        


              
	
                Release
      of Shares and

                Withholding
      Taxes

              	
                The
      shares of Restricted Stock held in escrow hereunder shall be subject to
      the following terms and conditions relating to their release from escrow
      or their surrender to PG&E Corporation:

                	
                    When
        the restrictions as to your shares of Restricted Stock lapse as
        described above, the certificates for such shares shall be released from
        escrow and delivered to you, at your request within thirty (30) days of
        the date the restrictions lapsed.



                  
	
                    Upon
        termination of your employment, any shares of Restricted Stock as to
        which the restrictions have not lapsed in accordance with the provisions
        of this Agreement shall be forfeited and automatically surrendered to
        PG&E Corporation as provided herein.

                  


                Note
      that you must make arrangements acceptable to PG&E Corporation to
      satisfy withholding or other taxes that may be due before the certificates
      for your shares will be released from escrow.

                	
                    If
        you so elect, PG&E Corporation will assist you in selling your
        shares through a broker so that you can use the sales proceeds to
        satisfy applicable taxes.  You will receive the remaining
        proceeds in cash.



                  
	
                    If
        you wish to receive the stock certificates in lieu of selling your
        shares, you will need to make arrangements to pay the applicable taxes
        either by check or through payroll deduction.



                  
	
                    If
        you so elect, you may instruct PG&E Corporation to use a portion of
        the shares held in escrow on your behalf to satisfy applicable taxes,
        provided the restrictions have lapsed as to such shares. The number of
        shares that you tender PG&E Corporation to satisfy taxes must have
        an aggregate value, based on the closing price of PG&E Corporation
        common stock on the New York Stock Exchange on the date the restrictions
        lapse, equal to the amount of applicable taxes due.   If
        you intend to tender shares held in escrow to satisfy your applicable
        taxes, please deliver the attached election form to the Manager of
        Executive Compensation, Human Resources by December 1,
        2008.

                  


                 

                 

              


      

      


      


      


       

      All other
terms of the Agreement remain unchanged, except to the extent changes may be
necessary or appropriate in order to conform to the terms of this
amendment.

      


       

      By
signing this amendment, you agree to all of the terms and conditions described
above, in the Agreement, and in the LTIP.

      


      


      


      Recipient                                         PETER
A.
DARBEE                          
                                                                 (Signature)

      


      


       

      Please
sign and return to PG&E Corporation, Human Resources,

      One
Market, Spear Tower, Suite 400, San Francisco, California 94105

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      PG&E
CORPORATION

      2006
LONG-TERM INCENTIVE PLAN

      


      ELECTION
TO DELIVER SHARES TO SATISFY WITHHOLDING TAXES

      UPON
VESTING OF RESTRICTED STOCK

      


      


      
        	
                Name
      of Award Recipient

              	 
      


      

      


      


      On
January 3, 2007, I received a grant of 21,155 shares of PG&E Corporation
common stock (the “Shares”) under the LTIP subject to the restrictions and terms
of the Restricted Stock Award Agreement dated January 3, 2007 and amended as of
May 9, 2008.

      


      I
understand that I will recognize taxable income when the restrictions to which
the Shares are subject lapse and that I will be required to satisfy applicable
withholding taxes.

      


      I hereby
elect to deliver to PG&E Corporation a number of Shares having an aggregate
fair market value on the date the restrictions lapse equal to the amount of
withholding taxes due.  PG&E Corporation is instructed to withhold
such number of Shares from the total number of Shares otherwise to be released
from escrow and delivered to me after the restrictions lapse. The value of the
Shares delivered to PG&E Corporation will be based on the closing price of
PG&E Corporation common stock on the New York Stock Exchange on the date the
restrictions lapse.

      


      To be
effective, I understand that this election must be delivered to the Manager,
Executive Compensation, Human Resources, PG&E Corporation, One Market
Street, Suite 400, San Francisco, California 94104 by December 1,
2008.

      


      I
understand that I may not revoke or modify my election.

      


      


      ______________________                               ________________________________

      (Date)                                                                            (Signature)