ex1029.htm


    
      Exhibit
10.29

    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    OF

    PG&E
CORPORATION

    (As
Amended Effective as of January 1, 2009)

    ______________________________________________

    


    This is
the controlling and definitive statement of the Supplemental Executive
Retirement Plan (“PLAN”)1
for ELIGIBLE EMPLOYEES of PG&E Corporation (“CORPORATION”),
Pacific Gas and Electric Company (“COMPANY”) and such
other companies, affiliates, subsidiaries, or associations as the BOARD OF
DIRECTORS may designate from time to time.  The PLAN is the successor
plan to the Supplemental Executive Retirement Plan of the
COMPANY.  The PLAN as contained herein was first adopted effective
January 1, 2005.

     

                                   
ARTICLE
1                                

     

    DEFINITIONS

     

    1.01 Basic SERP Benefit
shall mean the benefit described in Section 2.01.

     

    1.02 Board or Board of Directors
shall mean the BOARD OF DIRECTORS of the CORPORATION or, when appropriate, any
committee of the BOARD which has been delegated the authority to take action
with respect to the PLAN.

     

    1.03 Company shall mean
the Pacific Gas and Electric Company, a California corporation.

     

    1.04 Corporation shall
mean PG&E Corporation, a California corporation.

     

    1.05 Eligible Employee
shall mean (1) employees (a) of the COMPANY or (b) with respect to PG&E
Corporation, PG&E Corporation Support Services, Inc., and PG&E
Corporation Support Services II, Inc. only, (i) prior to April 1, 2007,
employees who transferred to PG&E Corporation, PG&E Corporation Support
Services, Inc., or PG&E Corporation Support Services II, Inc. from Pacific
Gas and Electric Company; or  (ii) after March 31, 2007, all
employees, (2) who are officers in Officer Bands I-V, and (3) such other
employees of the COMPANY, the CORPORATION, PG&E Corporation Support
Services, Inc., PG&E Corporation Support Services II, Inc., or such other
companies, affiliates, subsidiaries, or associations, as may be designated by
the Chief Executive Officer of the CORPORATION.  ELIGIBLE EMPLOYEES
shall not include employees who retired prior to January 1, 2005, or whose
employment relationship with any of the PARTICIPATING EMPLOYERS was otherwise
terminated prior to January 1, 2005.

     

    1.06 STIP Payment shall
mean amounts received by an ELIGIBLE EMPLOYEE under the Short-Term Incentive
Plan maintained by the CORPORATION.

     

    
      
 

      
        
          

        

        1 Words in all capitals are defined in
Article I.

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.07 Participating
Employer shall mean the COMPANY, the CORPORATION, PG&E Corporation
Support Services, Inc., PG&E Corporation Support Services II, Inc., and any
other companies, affiliates, subsidiaries or associations designated by the
Chief Executive Officer of the CORPORATION.

     

    1.08 Plan shall mean the
Supplemental Executive Retirement Plan (“SERP”) as
set forth herein and as may be amended from time to time.

     

    1.09 Plan Administrator
shall mean the Employee Benefit Committee or such individual or individuals as
that Committee may appoint to handle the day-to-day affairs of the
PLAN.

     

    1.10           Retirement Plan shall
mean the Pacific Gas and Electric Company Retirement Plan for Management
Employees.

     

    1.11           Salary shall mean the
base salary received by an ELIGIBLE EMPLOYEE.  SALARY shall not
include amounts received by an employee after such employee ceases to be an
ELIGIBLE EMPLOYEE.  For purposes of calculating benefits under the
PLAN, SALARY shall not be reduced to reflect amounts that have been deferred
under the PG&E Corporation Supplemental Retirement Savings
Plan.

     

    1.12           Service shall mean
“credited service” as that term is defined in the RETIREMENT PLAN
or, if the Nominating and Compensation Committee of the BOARD OF DIRECTORS has
granted an adjusted service date for an ELIGIBLE EMPLOYEE, “credited service” as calculated from such adjusted service
date.  In no event, however, shall SERVICE include periods of time
after which an officer has ceased to be an ELIGIBLE EMPLOYEE.

     

                              
ARTICLE
2                                

     

    SERP
BENEFITS

     

    2.01 The BASIC
SERP BENEFIT payable from the PLAN shall be a monthly annuity with an annuity
start date of the later of (a) the first of
the month following the month in which the ELIGIBLE EMPLOYEE has a separation from service (as provided under Code
Section 409A and related guidance), or (b) the first of the month
following the ELIGIBLE EMPLOYEE’s 55th birthday; provided, however, that no
payments under the PLAN shall be made until the seventh month following the
annuity start date.  The first payment shall consist of the monthly
annuity payment for the seventh month, plus the first six monthly annuity
payments, including interest calculated at a rate to reflect the CORPORATION’s
marginal cost of funds.  The monthly amount of the BASIC SERP BENEFIT
shall be equal to the product of:

     

    1.7%  x  the
average of three highest calendar years’ combination of SALARY and STIP PAYMENT
for the last ten years of
SERVICE  x  SERVICE  x  1/12.

     

    In
computing a year’s combination of SALARY and STIP PAYMENT, the year’s amount
shall be the sum of the SALARY and STIP PAYMENT, if any, paid or payable in the
same calendar year.  If an ELIGIBLE EMPLOYEE has fewer than three
years’ SALARY, the average

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

       shall
be the combination of SALARY and STIP PAYMENT for such shorter time, divided by
the number of years and partial years during which such employee was an ELIGIBLE
EMPLOYEE.

    

     

    The BASIC
SERP BENEFIT is further reduced by any amounts paid or payable from the
RETIREMENT PLAN, calculated before adjustments for marital or joint pension
option elections.

     

    The BASIC
SERP BENEFIT is a benefit commencing at age 65.  The amount of the
benefit payable shall be reduced by the appropriate age and service factors
contained in the RETIREMENT PLAN applicable to such employee.  For
such calculations, the service factor shall be SERVICE as defined in the PLAN.


     

    In
computing amounts payable from the RETIREMENT PLAN as an offset to the benefit
payable from this PLAN, the RETIREMENT PLAN benefit shall be calculated as
though the ELIGIBLE EMPLOYEE elected to receive a pension from the RETIREMENT
PLAN commencing on the same date as benefits from this PLAN.

     

    2.02 For
ELIGIBLE EMPLOYEES of the PARTICIPATING EMPLOYERS, who transfer from any of said
companies to another subsidiary or affiliate, the principles of Section 10 of
the RETIREMENT PLAN shall govern the calculation of benefits under this
PLAN.  

     

    2.03 An
ELIGIBLE EMPLOYEE may elect to have his BASIC SERP BENEFIT paid in any one of
the following forms that are actuarially
equivalent within the meaning of Treasury Regulations Section
1.409A-2(b)(ii), with the first annuity
payment commencing at the time set forth in Section 2.01:

     

    (a) BASIC
SERP BENEFIT, or a reduced BASIC SERP BENEFIT as calculated under Section 2.02,
paid as a monthly annuity for the life of the ELIGIBLE EMPLOYEE with no
survivor’s benefit.

     

    (b) A monthly
annuity payable for the life of the ELIGIBLE EMPLOYEE with a survivor’s option
payable to the ELIGIBLE EMPLOYEE’s joint annuitant beginning on the first of the
month following the ELIGIBLE EMPLOYEE’s
death.  Subject to the requirements of Treasury Regulations Section 1.409A-2(b)(ii), the factors to be applied to reduce the BASIC
SERP BENEFIT to provide for a survivor’s benefit shall be the factors which are
contained in the RETIREMENT PLAN and which are appropriate given the type of
joint pension elected and the ages and marital status of the joint
annuitants.

     

    An ELIGIBLE EMPLOYEE may make this election by the
latest date permitted by the PLAN ADMINISTRATOR and in compliance with the rules
of Treasury Regulations Section 1.409A-2(b)(2)(ii).

     

    2.04 Annuities
payable to an ELIGIBLE EMPLOYEE who is receiving a (i) BASIC SERP BENEFIT, (ii)
a BASIC SERP BENEFIT reduced to provide a survivor’s benefit to a joint
annuitant, or (iii) a joint annuitant who is receiving a survivor’s benefit
shall be decreased by any additional amounts which can be paid from the
RETIREMENT PLAN where such additional amounts are due to increases in the limits
placed on benefits payable from qualified pension

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

       plans
under Section 4l5 of the Internal Revenue Code.  The amount of any
such decrease shall be adjusted to reflect the type of pension elected by an
ELIGIBLE EMPLOYEE under the RETIREMENT PLAN and this PLAN.

    

     

                           
ARTICLE
3                                

     

    DEATH
BENEFITS

     

    3.01 In the
event that an ELIGIBLE EMPLOYEE who has accrued a benefit under this PLAN dies
prior to the date that a BASIC SERP BENEFIT would otherwise commence and the
ELIGIBLE EMPLOYEE is married at the time of the ELIGIBLE EMPLOYEE’s death, the
PLAN ADMINISTRATOR shall pay a spouse’s benefit to the ELIGIBLE EMPLOYEE’s
surviving spouse:

     

    (a) If the
sum of the age and SERVICE of the ELIGIBLE EMPLOYEE at the time of death equaled
70 (69.5 or more is rounded to 70) or if the ELIGIBLE EMPLOYEE was age 55 or
older at the time of death, the spouse’s benefit shall be a monthly annuity
commencing at the time set forth in Section 2.01 and shall be payable for the
life of the surviving spouse.  The amount of the monthly benefit shall
be a monthly benefit that is actuarially equivalent to one-half of the monthly
BASIC SERP BENEFIT that would have been paid to the ELIGIBLE EMPLOYEE
calculated:

     

    (i) as if he
had elected to receive a BASIC SERP BENEFIT, without survivor’s option;
and

     

    (ii) the
monthly annuity starting date was the first of the month following the month in
which the ELIGIBLE EMPLOYEE died; and

     

    (iii) without
the application of early retirement reduction factors.  However, if
the spouse is more than 10 years younger than the ELIGIBLE EMPLOYEE, the amount
of the spouse’s benefit shall be reduced one-twentieth of 1 percent for each
full month in excess of 120 months’ difference in their ages, except that such
reduction shall not result in a spouse’s benefit lower than would have been
payable if the ELIGIBLE EMPLOYEE had retired as of the date of death and elected
a 50 percent joint pension with a spouse of the same gender and age as the
surviving spouse.

     

    (b) If the
ELIGIBLE EMPLOYEE is less than 55 years of age or had fewer than 70 points (as
calculated under Section 3.01(a)) at the time of death, the surviving spouse
will be entitled to receive a monthly annuity commencing at the time set forth
in Section 2.01.  The amount of the monthly annuity payable to the
surviving spouse shall be equal to the BASIC SERP BENEFIT converted to a marital
joint annuity providing for a 50 percent survivor’s benefit, calculated as
if:  1) the ELIGIBLE EMPLOYEE had terminated employment at the date of
death, 2) had lived until age 55, 3) had begun to receive PENSION payments at
age 55, and 4) had subsequently died.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (c) If a
former ELIGIBLE EMPLOYEE was age 55 or older at the time of his death and not
yet receiving a SERP BENEFIT under the PLAN, the surviving spouse will be
entitled to receive a monthly annuity at the time set forth in Section 2.01 in
an amount equal to the BASIC SERP BENEFIT converted to a marital joint annuity
providing for a 50 percent survivor’s benefit, calculated as if the former
ELIGIBLE EMPLOYEE had begun receiving the converted SERP BENEFIT immediately
prior to his death.

     

    (d) If a
former ELIGIBLE EMPLOYEE was younger than age 55 and had fewer than 70 points
(as calculated under Section 3.01(a)) at the time of his death, the surviving
spouse will be entitled to receive a monthly annuity at the time set forth in
Section 2.01 in an amount equal to the BASIC SERP BENEFIT converted to a marital
joint annuity providing for a 50 percent survivor’s benefit, calculated as
if:  1) the former ELIGIBLE EMPLOYEE had survived until age 55, 2) had
begun receiving the converted SERP BENEFIT at age 55, and 3) had subsequently
died.

     

    3.02 A
surviving spouse who is entitled to receive a spouse’s benefit under
Section  3.01 shall not be entitled to receive any other benefit under
the PLAN.

     

                           
ARTICLE
4                                

     

    ADMINISTRATIVE
PROVISIONS

     

    4.01 Administration.  The
PLAN shall be administered by the Senior Human Resources Officer of the
CORPORATION (“PLAN
ADMINISTRATOR”), who shall have the authority to interpret the PLAN and
make and revise such rules as he or she deems appropriate.  The PLAN
ADMINISTRATOR shall have the duty and responsibility of maintaining records,
making the requisite calculations, and disbursing payments
hereunder.  The PLAN ADMINISTRATOR’s interpretations, determinations,
rules, and calculations shall be final and binding on all persons and parties
concerned.

     

    4.02 Amendment and
Termination.  The CORPORATION may amend or terminate the PLAN
at any time, provided, however, that no such amendment or termination shall
adversely affect an accrued benefit which an ELIGIBLE EMPLOYEE has earned prior
to the date of such amendment or termination, nor shall any amendment or
termination adversely affect a benefit which is being provided to an ELIGIBLE
EMPLOYEE, surviving spouse, joint annuitant, or beneficiary under Article II or
Article III on the date of such amendment or termination.  Anything in
this Section 4.02 to the contrary notwithstanding, the CORPORATION may (but is
not obligated to) reduce or terminate any benefit to which an ELIGIBLE EMPLOYEE,
surviving spouse or joint annuitant, is or may become entitled provided that
such ELIGIBLE EMPLOYEE, surviving spouse or joint annuitant is or becomes
entitled to an amount equal to such benefit under another plan, practice, or
arrangement of the CORPORATION that preserves the time and form of payment rules
under the PLAN and otherwise in a manner that complies with Code Section 409A,
to the exent required to not violate Code Section 409A.

     

    4.03 Nonassignability of
Benefits.  Except to the extent otherwise directed by a
domestic relations order that the Plan Administrator determines is a Qualified
Domestic 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      Relations
Order under Section 401(a)(12) of the Internal Revenue Code, the benefits
payable under this PLAN or the right to receive future benefits under this PLAN
may not be anticipated, alienated, pledged, encumbered, or subject to any charge
or legal process, and if any attempt is made to do so, or a person eligible for
any benefits becomes bankrupt, the interest under the PLAN of the person
affected may be terminated by the PLAN ADMINISTRATOR which, in its sole
discretion, may cause the same to be held if applied for the benefit of one or
more of the dependents of such person or make any other disposition of such
benefits that it deems appropriate.

    

     

    4.04 Nonguarantee of
Employment.  Nothing contained in this PLAN shall be construed
as a contract of employment between a PARTICPATING EMPLOYER and the ELIGIBLE
EMPLOYEE, or as a right of the ELIGIBLE EMPLOYEE to be continued in the employ
of a PARTICIPATING EMPLOYER, to remain as an officer of a PARTICIPATING
EMPLOYER, or as a limitation on the right of a PARTICIPATING EMPLOYER to
discharge any of its employees, with or without cause.

     

    4.05 Apportionment of
Costs.  The costs of the PLAN may be equitably apportioned by
the PLAN ADMINISTRATOR among the PARTICIPATING EMPLOYERS.  Each
PARTICIPATING EMPLOYER shall be responsible for making benefit payments pursuant
to the PLAN on behalf of its ELIGIBLE EMPLOYEES or for reimbursing the
CORPORATION for the cost of such payments, as determined by the CORPORATION in
its sole discretion.  In the event the respective PARTICIPATING
EMPLOYER fails to make such payment or reimbursement, and the CORPORATION does
not exercise its discretion to make the contribution on such PARTICIPATING
EMPLOYER’s behalf, future benefit accruals of the ELIGIBLE EMPLOYEES of that
PARTICIPATING EMPLOYER shall be suspended.  If at some future date,
the PARTICIPATING EMPLOYER makes all past-due contributions, plus interest at a
rate determined by the PLAN ADMINISTRATOR in his or her sole discretion, the
benefit accrual of its ELIGIBLE EMPLOYEES will be recognized for the period of
the suspension.

     

    4.06 Benefits Unfunded and
Unsecured.  The benefits under this PLAN are unfunded, and the
interest under this PLAN of any ELIGIBLE EMPLOYEE and such ELIGIBLE EMPLOYEE’s
right to receive a distribution of benefits under this PLAN shall be an
unsecured claim against the general assets of the CORPORATION.

     

    4.07 Applicable
Law.  All questions pertaining to the construction, validity,
and effect of the PLAN shall be determined in accordance with the laws of the
United States, and to the extent not preempted by such laws, by the laws of the
State of California.  The PLAN is
intended to comply with the provisions of Code Section 409A.  However,
the CORPORATION makes no representation that the benefits provided under this
PLAN will comply with Code Section 409A and makes no undertaking to prevent Code
Section 409A from applying to the benefits provided under this PLAN or to
mitigate its effects on any deferrals or payments made under this
PLAN.

     

    4.08 Satisfaction of
Claims.  Notwithstanding Section 4.05 or any other provision of
the PLAN, the CORPORATION may at any time satisfy its obligations (either on a
before-tax or after-tax basis) for any benefits accrued under the PLAN by the
purchase from an insurance 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

      company
of an annuity contract on behalf of an ELIGIBLE EMPLOYEE.  Such
purchase shall be in the sole discretion of the CORPORATION and shall be subject
to the ELIGIBLE EMPLOYEE’s acknowledgement
that the CORPORATION’s obligations to provide benefits hereunder have been
discharged, without regard to the payments ultimately made under the
contract.  In the event of a purchase pursuant to this Section 4.07,
the CORPORATION may in its sole discretion make payments to or on behalf of an
ELIGIBLE EMPLOYEE to defray the cost to such ELIGIBLE EMPLOYEE of any personal
income tax in connection with the purchase.

    

     

    


    IN
WITNESS WHEREOF, PG&E Corporation has caused this Plan to be executed by its
Senior Vice President, Human Resources, at the direction of the Chief Executive
Officer, on December 31, 2008.

     

     

     

    
      	
            	 	  PG&E
      CORPORATION
	 	 	 
	                                                        	 By:  
      	 JOHN
      R. SIMON 
	
               
      

            	 	
               
      John R. Simon

            
	 	 	  Senior
      Vice President - Human Resources


    

    



    
      
        
           

        

         


      

      
        7