ex1032.htm


    EXHIBIT
10.32

     

    [PACIFIC
GAS AND ELECTRIC COMPANY LETTERHEAD]

     

    AMENDMENT
TO POSTRETIREMENT LIFE INSURANCE PLAN OF

     

    THE
PACIFIC GAS AND ELECTRIC COMPANY

     

    The
Postretirement Life Insurance Plan of the Pacific Gas and Electric Company (the
“Plan”) is hereby amended as described below.

    


    1.           On
or prior to December 31, 2008, certain participants in the Plan identified by
the Pacific Gas and Electric Company (“PG&E”), in its sole discretion, shall
be given an election to receive a cash payment or a life insurance benefit under
the Plan on such terms determined by PG&E in its sole discretion, such that
on and after January 1, 2009 only life insurance will be provided under the Plan
and no person may make an election to receive cash, a life insurance benefit, or
any combination thereof under the Plan.

    


    2.           All
cash payments under the Plan shall be made no later than the 15th day of the
third month following the later of the end of the calendar year or PG&E
Corporation’s taxable year in which the applicable Plan participant separates
from service (within the meaning of Section 409A of the Internal Revenue Code of
1986).

    


    3.           All
life insurance benefit proceeds under the Plan shall be paid in a single lump
sum to the Plan participant’s beneficiary at the time of such Participant’s
death.

    


    4.           Each
payment and benefit under the Plan shall be treated as a “separate payment” for
purposes of Section 409A.

    


    5.           Notwithstanding
anything to the contrary set forth in the Plan, to the extent (i) any
compensation or benefits to which a participant becomes entitled under the Plan,
or any agreement or plan referenced therein, in connection with the
participant's "separation from service" (within the meaning of Section
409A) constitute deferred compensation subject to (and not exempt
from) Section 409A and (ii) the participant is deemed at the time of
such separation to be a “specified employee" under Section 409A, then such
compensation or benefits shall not be made or commence until the earlier of (i)
six (6)-months after such separation or (ii) the date of the participant’s death
following such separation; provided, however, that such delay shall only be
effected to the extent required to avoid adverse tax treatment to the
participant under Section 409A(a)(1) in the absence of such delay.  Upon
the expiration of the applicable delay period, any compensation or benefits
which would have otherwise been paid during that period (whether in a single sum
or in installments) in the absence of this paragraph shall be paid to the
participant or the participant’s beneficiary in one lump sum on the first
business day immediately following the end of such delay period.

     

    
      
        
        

      

      
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    6.           The
following sentence is added at the end of Section 1.12 of the
Plan:  “Additionally, for purposes of this Plan, Service shall include
service with PG&E Corporation and its affiliates.”

     

    


    
      
        	
              	 	  PG&E
      CORPORATION
	 	 	 
	                                                        	 By:  
      	 JOHN
      R. SIMON 
	
                 
      

              	 	
                 
      John R. Simon

              
	 	 	  Senior
      Vice President - Human Resources
	 	 	 
	 	 	 Date:
      December 30, 2008


      

    

    
 

                                                   


    
      
        
           

           

        

         


      

      
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