EXHIBIT A-3 

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Third Supplemental Indenture 

Dated as of March 3, 2008 

Supplement to the Amended and Restated Indenture 

Dated as of April 22, 2005 

PACIFIC GAS AND ELECTRIC COMPANY 

Issuer 

and 

THE BANK OF NEW YORK TRUST COMPANY, N.A. 

Trustee 

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TABLE OF CONTENTS 

Page 

ARTICLE I DEFINITIONS 1 

ARTICLE II REOPENING OF 5.625% SENIOR NOTES 3 

ARTICLE III ESTABLISHMENT OF THE 6.35% SENIOR NOTES 3 

SECTION 301 Establishment and Designation of the 6.35% Senior Notes 3 

SECTION 302 Form of the 6.35% Senior Notes 4 

SECTION 303 Principal Amount of the 6.35% Senior Notes 4 

SECTION 304 Interest Rates; Stated Maturity of the 6.35% Senior Notes 4 

SECTION 305 No Sinking Fund 4 

SECTION 306 Paying Agent and Bond Registrar 4 

SECTION 307 Global Securities; Appointment of Depositary for Global 

Securities 4 

SECTION 308 Other Terms of the 6.35% Senior Notes 5 

ARTICLE IV OPTIONAL REDEMPTION BY COMPANY 5 

SECTION 401 Optional Redemption 5 

SECTION 402 Calculation of Redemption Price 5 

SECTION 403 Notice of Redemption 5 

ARTICLE V MISCELLANEOUS 5 

SECTION 501 Application of Third Supplemental Indenture 5 

SECTION 502 Effective Date of Third Supplemental Indenture 6 

SECTION 503 Counterparts 6 

EXHIBIT A 

EXHIBIT B 

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THIRD SUPPLEMENTAL INDENTURE, dated as of March 3, 2008 (this "Third 

Supplemental Indenture"), by and between PACIFIC GAS AND ELECTRIC COMPANY, a 

corporation duly organized and existing under the laws of the State of California (the 

"Company" or the "Issuer"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a 

national banking association organized and existing under the laws of the United States of 

America, as Trustee under the Base Indenture (as hereinafter defined) (the "Trustee"). 

RECITALS OF THE COMPANY 

A. The Company and the Trustee are parties to that certain Amended and Restated 

Indenture, dated as of April 22, 2005 (the "Base Indenture"), as supplemented by the First 

Supplemental Indenture, dated as of March 13, 2007 (the "First Supplemental Indenture"), and as 

further supplemented by the Second Supplemental Indenture, dated as of December 4, 2007 (the 

"Second Supplemental Indenture"), and this Third Supplemental Indenture (this Third 

Supplemental Indenture, together with the Base Indenture and the First Supplemental Indenture 

and the Second Supplemental Indenture, the "Indenture"), which supplements, amends and 

restates that certain Indenture of Mortgage, dated as of March 11, 2004, as supplemented by the 

First Supplemental Indenture thereto, dated as of March 23, 2004 and the Second Supplemental 

Indenture thereto, dated as of April 12, 2004, providing for the issuance by the Company of an 

unlimited number of series of Bonds (as defined in the Base Indenture) from time to time. 

B. Under the Base Indenture, the Company is authorized to establish one or more 

series of Bonds at any time in accordance with and subject to the provisions of the Base 

Indenture, and the terms of such series of Bonds may be described by a supplemental indenture 

executed by the Company and the Trustee. 

C. The execution and delivery of this Third Supplemental Indenture has been 

authorized by a Board Resolution (as defined in the Base Indenture). 

D. Concurrent with the execution hereof, the Company has caused its counsel to 

deliver to the Trustee an Opinion of Counsel (as defined in the Base Indenture) pursuant to 

Section 13.03 of the Base Indenture. 

E. The Company has done all things necessary to make this Third Supplemental 

Indenture a valid agreement of the Company, in accordance with its terms. 

NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each other 

and for the equal and proportionate benefit of Holders of the 5.625% Senior Notes and the 6.35% 

Senior Notes (both as defined below) with respect to all provisions herein applicable to such 

series of notes, as follows: 

ARTICLE I 

DEFINITIONS 

Unless the context otherwise requires, capitalized terms used but not defined herein have 

the meaning set forth in the Indenture. The following additional terms are hereby established for 

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purposes of this Third Supplemental Indenture and shall have the meanings set forth in this Third 

Supplemental Indenture only for purposes of this Third Supplemental Indenture: 

"5.625% Senior Notes" has the meaning set forth in Article II hereto. 

"6.35% Senior Notes" has the meaning set forth in Section 301 hereto. 

"Adjusted Treasury Rate" means, with respect to any Redemption Date, the rate per 

annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, 

assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal 

amount) equal to the Comparable Treasury Price for such Redemption Date. 

"Comparable Treasury Issue" means the United States Treasury security selected by 

the Quotation Agent as having a maturity comparable to the remaining term of the 6.35% Senior 

Notes that would be used, at the time of selection and in accordance with customary financial 

practice, in pricing new issues of corporate debt securities of comparable maturity to the 

remaining term of the 6.35% Senior Notes. 

"Comparable Treasury Price" means, with respect to any Redemption Date, (1) the 

average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding 

the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company 

obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference 

Treasury Dealer Quotations so received. 

"Primary Treasury Dealer" means a primary U.S. Government Securities dealer in the 

United States. 

"Quotation Agent" means the Reference Treasury Dealer appointed by the Company. 

"Redemption Price" has the meaning set forth in Section 401 hereto. 

"Reference Treasury Dealer" means, with respect to the 6.35% Senior Notes, (1) each 

of Goldman, Sachs & Co., Lehman Brothers Inc. and UBS Securities LLC and their respective 

successors, unless any of them ceases to be a Primary Treasury Dealer, in which case the 

Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury 

Dealer selected by the Company. 

"Reference Treasury Dealer Quotations" means, with respect to each Reference 

Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the 

bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage 

of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 

5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

For purposes of this definition only, "Business Day" means any day that is not a day on which 

banking institutions in New York City are authorized or required by law or regulation to close. 

"Remaining Scheduled Payments" means, with respect to each of the 6.35% Senior 

Notes that the Company is redeeming pursuant to Section 401 hereto, the remaining scheduled 

payments of principal and interest that would be due after the applicable Redemption Date if 

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such 6.35% Senior Notes were not redeemed. However, if the Redemption Date is not a 

scheduled Interest Payment Date with respect to such 6.35% Senior Notes, the amount of the 

next succeeding scheduled interest payment on such 6.35% Senior Notes will be reduced by the 

amount of interest accrued on such 6.35% Senior Notes to the Redemption Date. 

"U.S. Government Securities" means securities which are (a) direct obligations of the 

United States of America for the payment on which its full faith and credit is pledged or (b) 

obligations of a Person controlled or supervised by and acting as an agency or instrumentality of 

the United States of America the payment of which is unconditionally guaranteed as a full faith 

and credit obligation of the United States of America, and which in the case of (a) and (b) are not 

callable or redeemable at the option of the issuer thereof, and shall also include a depository 

receipt issued by a bank or trust company as custodian with respect to any such U.S. Government 

Security or a specific payment of interest on or principal of any such U.S. Government Security 

held by such custodian for the account of the holder of a depository receipt, provided that (except 

as required by law) such custodian is not authorized to make any deduction from the amount 

payable to the holder of such depository receipt from any amount received by the custodian in 

respect of the U.S. Government Security evidenced by such depository receipt. 

The words "herein," "hereof' and "hereunder" and other words of similar import refer to 

this Third Supplemental Indenture as a whole and not to any particular Article, Section or other 

subdivision. 

ARTICLE II 

REOPENING OF 5.625% SENIOR NOTES 

Pursuant to Section 201 of the Second Supplemental Indenture, the twenty-third series of 

Bonds established by said Section and designated as the "5.625% Senior Notes due November 

30, 2017" (the "5.625% Senior Notes") is reopened and additional Bonds comprising part of 

such series shall be issued in the aggregate principal amount of $200,000,000 and shall be issued 

in the form of one or more Global Bonds in substantially the form set forth in Exhibit A hereto. 

As a result of the further issuance of $200,000,000 aggregate principal amount of Bonds of the 

twenty-third series on March 3, 2008, the issued amount of Bonds of such series now totals 

$700,000,000. 

ARTICLE III 

ESTABLISHMENT OF THE 6.35% SENIOR NO1ES 

SECTION 301 Establishment and Designation of the 6.35% Senior Notes. 

Pursuant to the terms hereof and Section 3.01 of the Indenture, the Company hereby 

establishes a twenty-fourth series of Bonds designated as the "6.35% Senior Notes due February 

15, 2038" (the "6.35% Senior Notes"). The 6.35% Senior Notes may be reopened, from time to 

time, for issuances of additional Bonds of such series, and any additional Bonds issued and 

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comprising 6.35% Senior Notes shall have identical terms as the 6.35% Senior Notes, except that 

the issue price, issue date and, in some cases, the first Interest Payment Date may differ. 

SECTION 302 Form of the 6.35% Senior Notes. 

The 6.35% Senior Notes shall be issued in the form of one or more Global Bonds in 

substantially the form set forth in Exhibit B hereto. 

SECTION 303 Principal Amount of the 6.35% Senior Notes. 

The 6.35% Senior Notes shall be issued in an initial aggregate principal amount of 

$400,000,000. 

SECTION 304 Interest Rates; Stated Maturity of the 6.35% Senior Notes. 

The 6.35% Senior Notes shall bear interest at the rate of 6.35% per annum and shall have 

a Stated Maturity of February 15, 2038. 

SECTION 305 No Sinking Fund. 

No sinking fund is provided for the 6.35% Senior Notes. 

SECTION 306 Paving Agent and Bond Registrar. 

The Trustee is hereby appointed as initial Paying Agent and initial Bond Registrar for the 

6.35% Senior Notes. The Place of Payment of the 6.35% Senior Notes shall be the Corporate 

Trust Office of the Trustee. 

SECTION 307 Global Securities; Appointment of Depositary for Global Securities. 

The 6.35% Senior Notes shall be issued in the form of one or more permanent Global 

Bonds as provided in Section 3.13 of the Indenture and deposited with, or on behalf of, the 

Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company 

and authenticated by the Trustee. 

The Company hereby initially appoints The Depository Trust Company ("DTC") to act as 

the Depositary with respect to all 6.35% Senior Notes, and the 6.35% Senior Notes shall initially 

be registered in the name of Cede & Co., as the nominee of DTC. 

The Trustee is hereby authorized and requested to execute and deliver a Letter of 

Representations to DTC relating to the 6.35% Senior Notes and, in connection with any 

successor nominee for DTC or any successor Depositary, enter into comparable arrangements, 

and shall have the same rights with respect to its actions thereunder as it has with respect to its 

actions under the Indenture. 

None of the Company, the Trustee, any Paying Agent or any Bond Registrar will have 

any responsibility or liability for any aspect of Depositary records relating to, or payments made 

on account of, beneficial ownership interests in a Global Bond or for maintaining, supervising or 

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reviewing any Depositary records relating to such beneficial ownership interests, or for transfers 

of beneficial interests in the Bonds or any transactions between the Depositary and beneficial 

owners. 

SECTION 308 Other Terms of the 6.35% Senior Notes. 

The other terms of the 6.35% Senior Notes shall be as expressly set forth herein and in 

Exhibit B. 

ARTICLE II/ 

OPTIONAL REDEMPTION BY COMPANY 

SECTION 401 Optional Redemption. 

Optional Redemption of 6.35% Senior Notes. Subject to the terms and conditions of the 

Indenture, the 6.35% Senior Notes are redeemable at the option of the Company in whole or in 

part at any time at a redemption price equal to the greater of: 

(a) 100% of the principal amount of the 6.35% Senior Notes to be redeemed; 

or 

(b) as determined by the Quotation Agent, the sum of the present values of the 

Remaining Scheduled Payments of principal and interest on the 6.35% Senior Notes to be 

redeemed (not including any portion of payments of interest accrued as of the Redemption Date) 

discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate, plus 

30 basis points; 

plus, in either of the above cases, accrued and unpaid interest thereon to but not including the 

Redemption Date (the "Redemption Price"). The Redemption Price shall be calculated assuming 

a 360-day year consisting of twelve 30-day months. 

SECTION 402 Calculation of Redemption Price. The Company shall calculate the 

Redemption Price for any redemption of Senior Notes pursuant to Section 401 and notify the 

Trustee of such Redemption Price before it sends the amount of the Redemption Price to the 

Trustee or any Paying Agent. 

SECTION 403 Notice of Redemption. Notice of any redemption pursuant to Section 

401 shall be given in the manner and at the time set forth in Section 6.04 of the Indenture; 

provided, however, that such notice need not state the dollar amount of the Redemption Price if 

such dollar amount has not been determined as of the date such notice is being given to the 

Holders of the 6.35% Senior Notes being redeemed. 

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ARTICLE V 

MISCELLANEOUS 

SECTION 501 Application of Third Supplemental Indenture. 

Except as provided herein, each and every term and condition contained in this Third 

Supplemental Indenture that modifies, amends or supplements the terms and conditions of the 

Indenture shall apply only to 6.35% Senior Notes established hereby or the 5.625% Senior 

Notes, as applicable, and not to any other series of Bonds established under the Indenture. 

Except as specifically amended and supplemented by, or to the extent inconsistent with, this 

Third Supplemental Indenture, the Indenture shall remain in full force and effect and is hereby 

ratified and confirmed. 

SECTION 502 Effective Date of Third Supplemental Indenture. 

This Third Supplemental Indenture shall be effective upon the execution and delivery 

hereof by each of the parties hereto. 

SECTION 503 Counterparts. 

This Third Supplemental Indenture may be executed in any number of counterparts, each 

of which so executed shall be deemed to be an original, but all such counterparts shall together 

constitute but one and the same instrument. 

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental 

Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the 

day and year first above written. 

PACIFIC GAS AND ELECTRIC COMPANY, 

as Issuer 

By: 

Name: Christopher 3'. Johns 

Title: Senior Vice President and Treasurer 

'IsTHE BANK OF NEW YORK TRUST COMPANY, N.A. 

as Trustee 

By: 

Name: Josephine Libunao 

Title: Vice President 

Signature page to Third Supplemental Indenture 

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental 

Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the 

day and year first above written. 

PACIFIC GAS AND ELECTRIC COMPANY, 

as Issuer 

By: 

Name: Christopher P. Johns 

Title: Senior Vice President and Treasurer 

THE BANK OF NEW YORK TRUST COMPANY, N.A. 

as Trustee 

By: 

Name: 

Title: 

osep 

Vice 

'ne Libunao 

resident 

Signature page to Third Supplemental Indenture 

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental 

Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the 

day and year first above written. 

PACIFIC GAS AND ELECTRIC COMPANY, 

as Issuer 

By: 

Name: Christopher P. Johns 

Title: Senior Vice President and Treasurer 

THE BANK OF NEW YORK TRUST COMPANY, N.A. 

as Trustee 

By: 

Name: Josephine Libunao 

Title: Vice President 

Signature page to Third Supplemental Indenture 

OHS West:260384999.4 

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EXHIBIT A 

FORM OF ADDITIONAL BONDS ISSUED AS PART OF THE 5.625% SENIOR 

NOTES DUE NOVEMBER 30, 2017 

THIS SENIOR NOTE IS A BOND AND A GLOBAL BOND WITHIN THE MEANING OF THE 

INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY 

OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR 

SENIOR NOTES IN DEFINITIVE FORM, THIS SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS 

A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE 

DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE 

DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH 

SUCCESSOR DEPOSITARY. 

UNLESS THIS SENIOR NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED 

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 

TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, 

AND ANY SENIOR NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY 

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN 

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR 

VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED 

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON 

THE REVERSE HEREOF: 

PRINCIPAL AMOUNT : 

$200,000,000 

MATURITY DATE: 

November 30, 2017 

REGISTERED OWNER: Cede & Co., as 

nominee of The Depository Trust Company 

OHS West:260384999.4 

ORIGINAL ISSUE DATE: INTEREST RATE: 5.625% per annum 

December 4, 2007 

INTEREST PAYMENT DATES: 

May 30 and November 30, commencing May 30, 

2008 

A-1 

THIS SENIOR NOTE IS A: 

E Global Book-Entry Bond 

❑ Certificated Bond 

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PACIFIC GAS AND ELECTRIC COMPANY 

5.625% SENIOR NOTES DUE NOVEMBER 30, 2017 

(Fixed Rate) 

No. R-2 

CUSIP No: 694308 GL5 

ISIN: US694308 GL57 

Principal Amount: $200,000,000 

PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing 

under the laws of the State of California (herein called the "Company," which term includes any 

successor Person pursuant to the applicable provisions of the Indenture hereinafter referred to), 

for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust 

Company, or registered assigns, the Principal Amount stated above on the Maturity Date stated 

above, and to pay interest thereon from and including the Original Issue Date stated above or, in 

the case of a 5.625% Senior Note Due November 30, 2017 issued upon the registration of 

transfer or exchange, from and including the most recent Interest Payment Date to which interest 

has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates set 

forth above and on the Maturity Date stated above, commencing May 30, 2008 at the rate of 

5.625% per annum until the principal hereof is paid or made available for payment. The interest 

so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as 

provided in such Indenture, be paid to the Person in whose name this 5.625% Senior Note Due 

November 30, 2017 (this "Senior Note," and together with all other 5.625% Senior Notes Due 

November 30, 2017 the "Senior Notes") (or one or more Predecessor Bonds) is registered at the 

close of business on the Regular Record Date for such interest, which shall be the 15th day 

preceding such Interest Payment Date; provided, however that interest payable at the Maturity 

Date or on a Redemption Date will be paid to the Person to whom principal is payable. Any 

such interest not so punctually paid or duly provided for will forthwith cease to be payable to the 

Holder on such Regular Record Date and may either be paid to the Person in whose name this 

Senior Note (or one or more Predecessor Bonds) is registered at the close of business on a 

Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice 

whereof shall be given to Holders of Senior Notes not less than 10 days prior to such Special 

Record Date, or be paid at any time in any other lawful manner not inconsistent with the 

requirements of the Indenture and any securities exchange, if any, on which the Senior Notes 

may be listed, and upon such notice as may be required by any such exchange, all as more fully 

provided in said Indenture. 

Payments of interest on this Senior Note will,include interest accrued to but excluding the 

respective Interest Payment Dates. Interest payments for this Senior Note shall be computed and 

paid on the basis of the 360-day year of twelve 30-day months and will accrue from December 4, 

2007 or from the most recent Interest Payment Date to which interest has been paid or duly 

provided for. In the event that any date on which interest is payable on this Senior Note (other 

than the Maturity Date) is not a Business Day then payment of the interest payable on such date 

will be made on the next succeeding day that is a Business Day (and without any interest or 

payment in respect of any such delay) with the same force and effect as if made on the date the 

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payment was originally payable. If the Maturity Date falls on a day that is not a Business Day, 

the payment of principal, premium, if any, and interest may be made on the next succeeding 

Business Day, and no interest on such payment shall accrue for the period from and after 

maturity. 

Payment of principal of, premium, if any, and interest on Senior Notes shall be made in 

such coin or currency of the United States of America as at the time of payment is legal tender 

for payment of public and private debts. Payments of principal of, premium, if any, and interest 

on the Senior Notes represented by a Global Bond shall be made by wire transfer of immediately 

available funds to the Holder of such Global Bond, provided that, in the case of payments of 

principal and premium, if any, such Global Bond is first surrendered to the Paying Agent. If any 

of the Senior Notes are no longer represented by a Global Bond, (i) payments of principal, 

premium, if any, and interest due on the Maturity Date or earlier redemption of such Senior 

Notes shall be made at the office of the Paying Agent upon surrender of such Senior Notes to the 

Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject 

to such surrender where applicable, (A) by check mailed to the address of the Person entitled 

thereto as such address shall appear in the Bond Register or (B) by wire transfer to registered 

Holders of at least $10,000,000 in principal amount of Senior Notes at such place and to such 

account at a banking institution in the United States as such Holders may designate in writing to 

the Trustee at least sixteen (16) days prior to the date for payment. 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS 

SENIOR NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER 

PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS 1F SET 

FORTH AT THIS PLACE. 

Unless the certificate of authentication hereon has been executed by the Trustee referred 

to on the reverse hereof by manual signature, this Senior Note shall not be entitled to any benefit 

under the Indenture or be valid or obligatory for any purpose. 

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: March 3, 2008 

PACIFIC GAS AND ELECTRIC COMPANY 

By: 

Name: Christopher P. Johns 

Title: Senior Vice President and Treasurer 

By: 

Name: Nicholas M. Bijur 

Title: Assistant Treasurer 

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION 

This Senior Note is one of the Bonds of the series designated as Bonds of the TwentyThird Series referred to in the within-mentioned Indenture. 

Dated: March 3, 2008 

THE BANK OF NEW YORK TRUST 

COMPANY, N.A., 

As Trustee 

By: 

Authorized Signatory 

OHS West:260384999.4 A-5 

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Reverse of Senior Note 

This 5.625% Senior Note Due November 30, 2017 is one of a duly authorized issue of 

Bonds of the Company, issued and issuable in one or more series under an Amended and 

Restated Indenture, dated as of April 22, 2005 (the "Base Indenture"), as supplemented by a First 

Supplemental Indenture, dated as of March 13, 2007 (the "First Supplemental Indenture"), as 

further supplemented by a Second Supplemental Indenture, dated as of December 4, 2007 (the 

"Second Supplemental Indenture") and by a Third Supplemental Indenture, dated as of 

March 3, 2008 (the "Third Supplemental Indenture" and together with the Base Indenture, the 

First Supplemental Indenture, the Second Supplemental Indenture and with all additional 

indentures supplemental thereto, and any constituent instruments establishing the terms of 

particular Bonds, being herein called the "Indenture"), between the Company and The Bank of 

New York Trust Company, N.A., as Trustee (herein called the "Trustee," which term includes 

any successor trustee under the Indenture), and reference is hereby made to the Indenture for a 

description of the respective rights, limitations of rights, duties and immunities of the Company, 

the Trustee and the Holders of Bonds thereunder and of the terms and conditions upon which 

Bonds are, and are to be, authenticated and delivered. This Senior Note is a Bond within the 

meaning of the Indenture and is one of the Bonds of the twenty-third series designated as the 

5.625% Senior Note Due November 30, 2017 established by the Company under the Indenture 

and initially issued in an aggregate principal amount of $500,000,000 on December 4, 2007. As 

a result of the further issuance of $200,000,000 aggregate principal amount of Bonds of the 

twenty-third series on March 3, 2008, the issued amount of Bonds of such series now totals 

$700,000,000. The acceptance of this Senior Note shall be deemed to constitute the consent and 

agreement by the Holder hereof to all of the terms and provisions of the Indenture. 

Subject to the terms and conditions of the Indenture, the Senior Notes are redeemable at 

the option of the Company ("Optional Redemption"), in whole or in part, prior to Maturity, at a 

Redemption Price equal to the greater of: 

(a) 100% of the principal amount of the Senior Notes to be redeemed; or 

(b) as determined by the Quotation Agent, the sum of the present values of the 

Remaining Scheduled Payments of principal and interest on the Senior Notes to be 

redeemed (not including any portion of payments of interest accrued as of the 

Redemption Date) discounted to the Redemption Date on a semi-annual basis at the 

Adjusted Treasury Rate, plus 30 basis points, 

plus, in either of the above cases, accrued and unpaid interest thereon to but not including the 

Redemption Date. 

Interest installments whose Stated Maturity is on or prior to such Redemption Date will 

be payable to Holders of such Senior Notes, or one or more Predecessor Bonds, of record at the 

close of business on the relevant Record Dates referred to on the face hereof, all as provided in 

the Indenture. 

In the case of an Optional Redemption, notice of redemption will be in writing and 

mailed first-class postage-prepaid not less than 30 days nor more than 60 days prior to the 

OHS West:260384999.4 A-6 

Exhibit A-3 Page 136

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Redemption Date to each Holder of Senior Notes to be redeemed at the Holder's registered 

address; provided, however, that such notice need not state the dollar amount of the Redemption 

Price if such dollar amount has not been determined as of the date such notice is being given to 

the Holders of the Senior Notes being redeemed. If money sufficient to pay the Redemption 

Price of all Senior Notes (or portions thereof) to be redeemed on the Redemption Date is 

deposited with the Paying Agent or the Trustee on or prior to the Redemption Date, from and 

after such Redemption Date such Senior Notes or portions thereof shall cease to bear interest. 

Senior Notes in denominations larger than $1,000 in principal amount may be redeemed in part 

but only in integral multiples of $1,000. 

In the event of redemption of this Senior Note in part only, a new Senior Note or Senior 

Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder 

hereof upon the surrender hereof. 

As provided in the Indenture and subject to certain limitations therein set forth, this 

Senior Note or any portion of the principal amount hereof will be deemed to have been paid for 

all purposes of the Indenture and to be no longer Outstanding thereunder, and the Company's 

entire indebtedness in respect thereof will be satisfied and discharged, if there has been 

irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, 

money in an amount which will be sufficient and/or Eligible Obligations, the principal of and 

interest on which when due, without regard to any reinvestment thereof, will provide moneys 

which, together with money, if any, deposited with or held by the Trustee or such Paying Agent, 

will be sufficient to pay when due the principal of and premium, if any, and interest on this 

Senior Note when due. 

If an Event of Default shall occur and be continuing, the Trustee or the Holders of not 

less than 33% in aggregate principal amount of the Outstanding Bonds, considered as one class, 

may declare the principal amount of all Bonds then Outstanding to be due and payable 

immediately by notice in writing to the Company (and to the Trustee if given by Holders); 

provided, however, that with respect to certain Events of Default relating to bankruptcy, 

insolvency and similar events, the principal amount of all Bonds then Outstanding shall be due 

and payable immediately without further action by the Trustee or the Holders. 

The Indenture permits, with certain exceptions as therein provided, the Company and the 

Trustee to enter into one or more supplemental indentures for the purpose of adding any 

provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture 

with the consent of the Holders of not less than a majority in aggregate principal amount of the 

Bonds at the time Outstanding, considered as one class; provided, however, that if there shall be 

Bonds of more than one series Outstanding under the Indenture and if a proposed supplemental 

indenture shall directly affect the rights of the Holders of Bonds of one or more, but less than all, 

of such series, then the consent only of the Holders of a majority in aggregate principal amount 

of the Outstanding Bonds of all series so directly affected, considered as one class, shall be 

required; and provided, further, that if the Bonds of any series shall have been issued in more 

than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the 

Holders of Bonds of one or more, but less than all, of such Tranches, then the consent only of the 

Holders of a majority in aggregate principal amount of the Outstanding Bonds of all Tranches so 

directly affected, considered as one class, shall be required; and provided, further, that the 

OHS West:260384999.4 A-7 

Exhibit A-3 Page 137

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Indenture permits the Company and the Trustee to enter into one or more supplemental 

indentures for certain purposes without the consent of any Holders of Bonds. The Indenture also 

contains provisions permitting the Holders of a majority in aggregate principal amount of Bonds, 

on behalf of the Holders of all such Bonds, to waive certain past defaults under the Indenture and 

their consequences. Any such consent or waiver by the Holder of this Senior Note shall be 

conclusive and binding upon such Holder and upon all future Holders of this Senior Note and of 

any Senior Note issued upon the registration of transfer hereof or in exchange herefor or in lieu 

hereof, whether or not notation of such consent or waiver is made upon this Senior Note. 

As provided in and subject to the provisions of the Indenture, the Holder of this Senior 

Note shall not have the right to institute any proceeding with respect to the Indenture or for the 

appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall 

have previously given the Trustee written notice of a continuing Event of Default, the Holders of 

at least 33% in aggregate principal amount of the Bonds at the time Outstanding shall have made 

written request to the Trustee to institute proceedings in respect of such Event of Default as 

Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received 

from the Holders of at least a majority in aggregate principal amount of Bonds at the time 

Outstanding a direction inconsistent with such written request, and shall have failed to institute 

any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The 

foregoing shall not apply to any suit instituted by the Holder of this Senior Note for the 

enforcement of any payment of principal hereof or any premium or interest hereon on or after the 

respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Senior Note or of the 

Indenture shall alter or impair the obligation of the Company, which is absolute and 

unconditional, to pay the principal of and any premium and interest on this Senior Note at the 

times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the 

transfer of this Senior Note is registrable in the Bond Register, upon surrender of this Senior 

Note for registration of transfer at the office or agency of the Company in any place where the 

principal of and any premium and interest on this Senior Note are payable, duly endorsed by, or 

accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee 

or the Bond Registrar, as the case may be, duly executed by the Holder hereof or such Holder's 

attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor, 

of authorized denominations and for the same aggregate principal amount, will be issued to the 

designated transferee or transferees. 

The Senior Notes are issuable only in registered form without coupons in denominations 

of $1,000 and any integral multiple thereof As provided in the Indenture and subject to certain 

limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount 

of Senior Notes and of like tenor of a different authorized denomination, as requested by the 

Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the 

Company may require payment of a sum sufficient to cover any tax or other governmental 

charge payable in connection therewith. 

OHS West:260384999.4 A-8 

Exhibit A-3 Page 138

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The Company shall not be required to execute or to provide for the registration of the 

transfer of or the exchange of (A) any Senior Note of this series during a period of 15 days 

immediately preceding the date notice is to be given identifying the serial numbers of the Senior 

Notes called for redemption, or (B) any Senior Note selected for redemption in whole or in part, 

except the unredeemed portion of any Senior Note being redeemed in part. 

Prior to due presentment of this Senior Note for registration of transfer, the Company, the 

Trustee and any agent of the Company or the Trustee may treat the Person in whose name this 

Senior Note is registered as the owner hereof for all purposes, whether or not this Senior Note is 

overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to 

the contrary. 

This Senior Note shall be governed by, and construed and enforced in accordance with, 

the laws of the State of California without regard to the principles of conflicts of laws 

thereunder, except to the extent that the Trust Indenture Act shall be applicable. 

As provided in the Indenture, no recourse shall be had for the payment of the principal 

premium, if any, or interest with respect to this Senior Note, or any part thereof, or for any claim 

based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon 

any obligation, covenant or agreement under the Indenture, against any incorporator, 

shareholder, officer or director, as such, past, present or future, of the Company or of any 

predecessor or successor corporation (either directly or through the Company or a predecessor or 

successor corporation), whether by virtue of any constitutional provision, statute or rule of law or 

by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and 

understood that the Indenture and all the Bonds are solely corporate obligations and that any 

such personal liability is hereby expressly waived and released as a condition of, and as part of 

the consideration for, the execution of the Indenture and the issuance of this Senior Note. 

All terms used in this Senior Note which are not defined herein shall have the meanings 

assigned to them in the Indenture. 

OHS West:260384999.4 A-9 

Exhibit A-3 Page 139

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ASSIGNMENT FORM 

To assign this Senior Note, fill in the form below: (I) or (we) assign and transfer this Senior Note to 

(Insert assignee's soc. sec. or tax I.D. no.) 

(Print or type assignee's name, address and zip code) 

and irrevocably appoint 

to transfer this Senior Note on the books of the Company. The agent may substitute another to act for 

him. 

Date: 

Your signature: 

(Sign exactly as your name appears on the face of this Senior 

Note) 

Tax Identification No.: 

SIGNATURE GUARANTEE: 

Signatures must be guaranteed by an "eligible guarantor 

institution" meeting the requirements of the Bond Registrar, 

which requirements include membership or participation in the 

Securities Transfer Agent Medallion Program ("STAMP') or 

such other "signature guarantee program" as may be determined 

by the Bond Registrar in addition to, or in substitution for, 

STAMP, all in accordance with the Securities Exchange Act of 

1934, as amended. 

A-10 

OHS West:260384999.4 

Exhibit A-3 Page 140

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EXHIBIT B 

FORM OF 6.35% SENIOR NOTES DUE FEBRUARY 15, 2038 

THIS SENIOR NOTE IS A BOND AND A GLOBAL BOND WITHIN THE MEANING OF THE 

INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY 

OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR 

SENIOR NOTES IN DEFINITIVE FORM, THIS SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS 

A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE 

DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE 

DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH 

SUCCESSOR DEPOSITARY. 

UNLESS THIS SENIOR NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED 

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 

TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, 

AND ANY SENIOR NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY 

PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN 

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR 

VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED 

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON 

THE REVERSE HEREOF: 

PRINCIPAL AMOUNT : 

$400,000,000 

MATURITY DATE: 

February IS, 2038 

REGISTERED OWNER: Cede & Co., as 

nominee of The Depository Trust Company 

OHS West:260384999.4 

ORIGINAL ISSUE DATE: INTEREST RATE: 6.35% per annum 

INTEREST PAYMENT DATES: 

sfJSa commencing„ 

B-1 

THIS SENIOR NOTE IS A: 

CI Global Book-Entry Bond 

❑ Certificated Bond 

Exhibit A-3 Page 141

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PACIFIC GAS AND ELECTRIC COMPANY 

6.35% SENIOR NO1 ES DUE FEBRUARY 15, 2038 

(Fixed Rate) 

No. R-1 

CUSIP No: 694308 GM3 

ISIN: U5694308 GM31 

Principal Amount: $400,000,000 

PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing 

under the laws of the State of California (herein called the "Company," which term includes any 

successor Person pursuant to the applicable provisions of the Indenture hereinafter referred to), 

for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust 

Company, or registered assigns, the Principal Amount stated above on the Maturity Date stated 

above, and to pay interest thereon from and including the Original Issue Date stated above or, in 

the case of a 6.35% Senior Note Due February 15, 2038 issued upon the registration of transfer 

or exchange, from and including the most recent Interest Payment Date to which interest has 

been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates set forth 

above and on the Maturity Date stated above, commencing August 15, 2008 at the rate of 6.35% 

per annum until the principal hereof is paid or made available for payment. The interest so 

payable, and punctually paid or duly provided for, on any Interest Payment Date will, as 

provided in such Indenture, be paid to the Person in whose name this 6.35% Senior Note Due 

February 15, 2038 (this "Senior Note," and together with all other 6.35% Senior Notes Due 

February 15, 2038 the "Senior Notes") (or one or more Predecessor Bonds) is registered at the 

close of business on the Regular Record Date for such interest, which shall be the 15th day 

preceding such Interest Payment Date; provided, however that interest payable at the Maturity 

Date or on a Redemption Date will be paid to the Person to whom principal is payable. Any 

such interest not so punctually paid or duly provided for will forthwith cease to be payable to the 

Holder on such Regular Record Date and may either be paid to the Person in whose name this 

Senior Note (or one or more Predecessor Bonds) is registered at the close of business on a 

Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice 

whereof shall be given to Holders of Senior Notes not less than 10 days prior to such Special 

Record Date, or be paid at any time in any other lawful manner not inconsistent with the 

requirements of the Indenture and any securities exchange, if any, on which the Senior Notes 

may be listed, and upon such notice as may be required by any such exchange, all as more fully 

provided in said Indenture. 

Payments of interest on this Senior Note will include interest accrued to but excluding the 

respective Interest Payment Dates. Interest payments for this Senior Note shall be computed and 

paid on the basis of the 360-day year of twelve 30-day months and will accrue from March 3, 

2008 or from the most recent Interest Payment Date to which interest has been paid or duly 

provided for. In the event that any date on which interest is payable on this Senior Note (other 

than the Maturity Date) is not a Business Day then payment of the interest payable on such date 

will be made on the next succeeding day that is a Business Day (and without any interest or 

payment in respect of any such delay) with the same force and effect as if made on the date the 

OHS West:260384999.4 B-2 

Exhibit A-3 Page 142

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payment was originally payable. If the Maturity Date falls on a day that is not a Business Day, 

the payment of principal, premium, if any, and interest may be made on the next succeeding 

Business Day, and no interest on such payment shall accrue for the period from and after 

maturity. 

Payment of principal of, premium, if any, and interest on Senior Notes shall be made in 

such coin or currency of the United States of America as at the time of payment is legal tender 

for payment of public and private debts. Payments of principal of, premium, if any, and interest 

on the Senior Notes represented by a Global Bond shall be made by wire transfer of immediately 

available funds to the Holder of such Global Bond, provided that, in the case of payments of 

principal and premium, if any, such Global Bond is first surrendered to the Paying Agent. If any 

of the Senior Notes are no longer represented by a Global Bond, (i) payments of principal, 

premium, if any, and interest due on the Maturity Date or earlier redemption of such Senior 

Notes shall be made at the office of the Paying Agent upon surrender of such Senior Notes to the 

Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject 

to such surrender where applicable, (A) by check mailed to the address of the Person entitled 

thereto as such address shall appear in the Bond Register or (B) by wire transfer to registered 

Holders of at least $10,000,000 in principal amount of Senior Notes at such place and to such 

account at a banking institution in the United States as such Holders may designate in writing to 

the Trustee at least sixteen (16) days prior to the date for payment. 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS 

SENIOR NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER 

PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET 

FORTH AT THIS PLACE. 

Unless the certificate of authentication hereon has been executed by the Trustee referred 

to on the reverse hereof by manual signature, this Senior Note shall not be entitled to any benefit 

under the Indenture or be valid or obligatory for any purpose. 

OHS West:260384999.4 B-3 

Exhibit A-3 Page 143

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: March 3, 2008 

PACIFIC GAS AND ELECTRIC COMPANY 

By: 

Name: Christopher P. Johns 

Title: Senior Vice President and Treasurer 

By: 

Name: Nicholas M. Bijur 

Title: Assistant Treasurer 

0115 West:260384999.4 B-4 

Exhibit A-3 Page 144

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TRUSTEE'S CERTIFICAIL OF AUTHENTICATION 

This Senior Note is one of the Bonds of the series designated as Bonds of the TwentyFourth Series referred to in the within-mentioned Indenture. 

Dated: March 3, 2008 

THE BANK OF NEW YORK TRUST 

COMPANY, NA., 

As Trustee 

By: 

Authorized Signatory 

OHS West:260384999.4 B-5 

Exhibit A-3 Page 145

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Reverse of Senior Note 

This 6.35% Senior Note Due February 15, 2038 is one of a duly authorized issue of 

Bonds of the Company, issued and issuable in one or more series under an Amended and 

Restated Indenture, dated as of April 22, 2005 (the "Base Indenture"), as supplemented by a First 

Supplemental Indenture, dated as of March 13, 2007 (the "First Supplemental Indenture"), as 

further supplemented by a Second Supplemental Indenture, dated as of December 4, 2007 (the 

"Second Supplemental Indenture"), and a Third Supplemental Indenture, dated as of March 3, 

2008 (the "Third Supplemental Indenture" and together with the Base Indenture, the First 

Supplemental Indenture, the Second Supplemental Indenture and with all additional indentures 

supplemental thereto, and any constituent instruments establishing the terms of particular Bonds, 

being herein called the "Indenture"), between the Company and The Bank of New York Trust 

Company, N.A., as Trustee (herein called the "Trustee," which term includes any successor 

trustee under the Indenture), and reference is hereby made to the Indenture for a description of 

the respective rights, limitations of rights, duties and immunities of the Company, the Trustee 

and the Holders of Bonds thereunder and of the terms and conditions upon which Bonds are, and 

are to be, authenticated and delivered. This Senior Note is a Bond within the meaning of the 

Indenture and is one of the Bonds of the twenty-fourth series designated as the 6.35% Senior 

Note Due February 15, 2038 established by the Company under the Indenture. The acceptance 

of this Senior Note shall be deemed to constitute the consent and agreement by the Holder hereof 

to all of the terms and provisions of the Indenture. 

Subject to the terms and conditions of the Indenture, the Senior Notes are redeemable at 

the option of the Company ("Optional Redemption"), in whole or in part, prior to Maturity, at a 

Redemption Price equal to the greater of: 

(a) 100% of the principal amount of the Senior Notes to be redeemed; or 

(b) as determined by the Quotation Agent, the sum of the present values of the 

Remaining Scheduled Payments of principal and interest on the Senior Notes to be 

redeemed (not including any portion of payments of interest accrued as of the 

Redemption Date) discounted to the Redemption Date on a semi-annual basis at the 

Adjusted Treasury Rate, plus 30 basis points, 

plus, in either of the above cases, accrued and unpaid interest thereon to but not including the 

Redemption Date. 

Interest installments whose Stated Maturity is on or prior to such Redemption Date will 

be payable to Holders of such Senior Notes, or one or more Predecessor Bonds, of record at the 

close of business on the relevant Record Dates referred to on the face hereof, all as provided in 

the Indenture. 

In the case of an Optional Redemption, notice of redemption will be in writing and 

mailed first-class postage-prepaid not less than 30 days nor more than 60 days prior to the 

Redemption Date to each Holder of Senior Notes to be redeemed at the Holder's registered 

address; provided, however, that such notice need not state the dollar amount of the Redemption 

Price if such dollar amount has not been determined as of the date such notice is being given to 

OHS West:260384999.4 B-6 

Exhibit A-3 Page 146

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the Holders of the Senior Notes being redeemed. If money sufficient to pay the Redemption 

Price of all Senior Notes (or portions thereof) to be redeemed on the Redemption Date is 

deposited with the Paying Agent or the Trustee on or prior to the Redemption Date, from and 

after such Redemption Date such Senior Notes or portions thereof shall cease to bear interest. 

Senior Notes in denominations larger than $1,000 in principal amount may be redeemed in part 

but only in integral multiples of $1,000. 

In the event of redemption of this Senior Note in part only, a new Senior Note or Senior 

Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder 

hereof upon the surrender hereof. 

As provided in the Indenture and subject to certain limitations therein set forth, this 

Senior Note or any portion of the principal amount hereof will be deemed to have been paid for 

all purposes of the Indenture and to be no longer Outstanding thereunder, and the Company's 

entire indebtedness in respect thereof will be satisfied and discharged, if there has been 

irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, 

money in an amount which will be sufficient and/or Eligible Obligations, the principal of and 

interest on which when due, without regard to any reinvestment thereof, will provide moneys 

which, together with money, if any, deposited with or held by the Trustee or such Paying Agent, 

will be sufficient to pay when due the principal of and premium, if any, and interest on this 

Senior Note when due. 

If an Event of Default shall occur and be continuing, the Trustee or the Holders of not 

less than 33% in aggregate principal amount of the Outstanding Bonds, considered as one class, 

may declare the principal amount of all Bonds then Outstanding to be due and payable 

immediately by notice in writing to the Company (and to the Trustee if given by Holders); 

provided, however, that with respect to certain Events of Default relating to bankruptcy, 

insolvency and similar events, the principal amount of all Bonds then Outstanding shall be due 

and payable immediately without further action by the Trustee or the Holders. 

The Indenture permits, with certain exceptions as therein provided, the Company and the 

Trustee to enter into one or more supplemental indentures for the purpose of adding any 

provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture 

with the consent of the Holders of not less than a majority in aggregate principal amount of the 

Bonds at the time Outstanding, considered as one class; provided, however, that if there shall be 

Bonds of more than one series Outstanding under the Indenture and if a proposed supplemental 

indenture shall directly affect the rights of the Holders of Bonds of one or more, but less than all, 

of such series, then the consent only of the Holders of a majority in aggregate principal amount 

of the Outstanding Bonds of all series so directly affected, considered as one class, shall be 

required; and provided, further, that if the Bonds of any series shall have been issued in more 

than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the 

Holders of Bonds of one or more, but less than all, of such Tranches, then the consent only of the 

Holders of a majority in aggregate principal amount of the Outstanding Bonds of all Tranches so 

directly affected, considered as one class, shall be required; and provided, further, that the 

Indenture permits the Company and the Trustee to enter into one or more supplemental 

indentures for certain purposes without the consent of any Holders of Bonds. The Indenture also 

contains provisions permitting the Holders of a majority in aggregate principal amount of Bonds, 

OHS West:260384999.4 B-7 

Exhibit A-3 Page 147

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on behalf of the Holders of all such Bonds, to waive certain past defaults under the Indenture and 

their consequences. Any such consent or waiver by the Holder of this Senior Note shall be 

conclusive and binding upon such Holder and upon all future Holders of this Senior Note and of 

any Senior Note issued upon the registration of transfer hereof or in exchange herefor or in lieu 

hereof, whether or not notation of such consent or waiver is made upon this Senior Note. 

As provided in and subject to the provisions of the Indenture, the Holder of this Senior 

Note shall not have the right to institute any proceeding with respect to the Indenture or for the 

appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall 

have previously given the Trustee written notice of a continuing Event of Default, the Holders of 

at least 33% in aggregate principal amount of the Bonds at the time Outstanding shall have made 

written request to the Trustee to institute proceedings in respect of such Event of Default as 

Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received 

from the Holders of at least a majority in aggregate principal amount of Bonds at the time 

Outstanding a direction inconsistent with such written request, and shall have failed to institute 

any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The 

foregoing shall not apply to any suit instituted by the Holder of this Senior Note for the 

enforcement of any payment of principal hereof or any premium or interest hereon on or after the 

respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Senior Note or of the 

Indenture shall alter or impair the obligation of the Company, which is absolute and 

unconditional, to pay the principal of and any premium and interest on this Senior Note at the 

times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the 

transfer of this Senior Note is registrable in the Bond Register, upon surrender of this Senior 

Note for registration of transfer at the office or agency of the Company in any place where the 

principal of and any premium and interest on this Senior Note are payable, duly endorsed by, or 

accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee 

or the Bond Registrar, as the case may be, duly executed by the Holder hereof or such Holder's 

attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor, 

of authorized denominations and for the same aggregate principal amount, will be issued to the 

designated transferee or transferees. 

The Senior Notes are issuable only in registered form without coupons in denominations 

of $1,000 and any integral multiple thereof As provided in the Indenture and subject to certain 

limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount 

of Senior Notes and of like tenor of a different authorized denomination, as requested by the 

Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the 

Company may require payment of a sum sufficient to cover any tax or other governmental 

charge payable in connection therewith. 

The Company shall not be required to execute or to provide for the registration of the 

transfer of or the exchange of (A) any Senior Note of this series during a period of 15 days 

OHS West:260384999.4 B-8 

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immediately preceding the date notice is to be given identifying the serial numbers of the Senior 

Notes called for redemption, or (B) any Senior Note selected for redemption in whole or in part, 

except the unredeemed portion of any Senior Note being redeemed in part. 

Prior to due presentment of this Senior Note for registration of transfer, the Company, the 

Trustee and any agent of the Company or the Trustee may treat the Person in whose name this 

Senior Note is registered as the owner hereof for all purposes, whether or not this Senior Note is 

overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to 

the contrary. 

This Senior Note shall be governed by, and construed and enforced in accordance with, 

the laws of the State of California without regard to the principles of conflicts of laws 

thereunder, except to the extent that the Trust Indenture Act shall be applicable. 

As provided in the Indenture, no recourse shall be had for the payment of the principal of 

premium, if any, or interest with respect to this Senior Note, or any part thereof, or for any claim 

based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon 

any obligation, covenant or agreement under the Indenture, against any incorporator, 

shareholder, officer or director, as such, past, present or future, of the Company or of any 

predecessor or successor corporation (either directly or through the Company or a predecessor or 

successor corporation), whether by virtue of any constitutional provision, statute or rule of law or 

by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and 

understood that the Indenture and all the Bonds are solely corporate obligations and that any 

such personal liability is hereby expressly waived and released as a condition of, and as part of 

the consideration for, the execution of the Indenture and the issuance of this Senior Note. 

All terms used in this Senior Note which are not defined herein shall have the meanings 

assigned to them in the Indenture. 

OHS West:260384999.4 B-9 

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ASSIGNMENT FORM 

To assign this Senior Note, fill in the form below: (I) or (we) assign and transfer this Senior Note to 

(Insert assignee's soc. sec. or tax I.D. no.) 

(Print or type assignee's name, address and zip code) 

and irrevocably appoint 

to transfer this Senior Note on the books of the Company. The agent may substitute another to act for 

him. 

Date: 

Your signature: 

(Sign exactly as your name appears on the face of this Senior 

Note) 

Tax Identification No.: 

SIGNATURE GUARANTEE: 

Signatures must be guaranteed by an "eligible guarantor 

institution" meeting the requirements of the Bond Registrar, 

which requirements include membership or participation in the 

Securities Transfer Agent Medallion Program ("STAMP') or 

such other "signature guarantee program" as may be determined 

by the Bond Registrar in addition to, or in substitution for, 

STAMP, all in accordance with the Securities Exchange Act of 

1934, as amended. 

OHS West:260384999.4 B-10 

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