ex1045.htm


    Exhibit
10.45


     

     

    This
document constitutes part of a

    Prospectus
covering securities that

    have
been registered under the

    Securities
Act of 1933, as amended.

    


     

     

    


    PG&E
CORPORATION

    AMENDMENT
TO RESTRICTED STOCK AGREEMENTS

    


     

    PG&E CORPORATION, a
California corporation, hereby amends the terms and conditions of the Restricted
Stock Agreement(s) relating to the Restricted Stock Award(s) listed below, which
was/were granted to the Recipient named below under the PG&E Corporation
Long-Term Incentive Program and the PG&E Corporation 2006 Long-Term
Incentive Plan (each an “LTIP”).  These amendments are effective as of
November 17, 2008.

     

    Name of
Recipient:                                                                                                                                                                                                                                                           

     

    Last Four
Digits of Recipient’s Social Security Number:                                                                                                                              

     

    Affected
Restricted Stock Award(s):

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            DATE
      OF GRANT

                                          	
                                            NUMBER
      OF SHARES GRANTED

                                          	
                                            NUMBER
      OF UNVESTED SHARES AS OF 11/1/08

                                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    The
section of the Restricted Stock Agreement(s) entitled “Release of Shares and
Withholding Taxes” is amended to read as follows:

     

    
      	
              Release
      of Shares and Withholding Taxes

            	
              When
      the restrictions as to your shares of Restricted Stock lapse, the vested
      shares shall be delivered to you, within thirty (30) days of the
      applicable vesting date. You must elect one of the following methods to
      satisfy applicable withholding and other taxes before the vested shares
      will be delivered to you:

               

              ·  Pay the
      amount due by cash or check,

               

              · 
      Surrender to PG&E Corporation a number of vested shares having
      an aggregate value (based on the closing price of PG&E Corporation
      common stock on the New York Stock Exchange on the date of surrender)
      equal to the amount due.

               

              ·  Sell
      your vested shares and use a portion of the sales proceeds to pay the
      amount due.

               

              You
      must sign the attached election form indicating which method you elect and
      return the signed form to the Senior Manager of Executive Compensation,
      Human Resources by December 1, 2008.

               

            


    

     

    All other
terms of the affected Restricted Stock Agreement(s) remain unchanged, except to
the extent changes are necessary or appropriate to conform with the above
amendments.

    


    The
affected Restricted Stock Agreement(s), together with these amendments,
constitute the entire understanding between you and PG&E Corporation
regarding the Restricted Stock Awards listed above, subject to the terms of the
applicable LTIP.  Any prior agreements, commitments or negotiations
are superseded.  In the event of any conflict or inconsistency between
the provisions of the Restricted Stock Agreement(s), as amended, and the
applicable LTIP, the LTIP shall govern.  In the event of any conflict
or inconsistency between the provisions of the Restricted Stock Agreement(s), as
amended, and the PG&E Corporation Officer Severance Policy, the Restricted
Stock Agreement(s), as amended, shall govern.

     

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    PG&E
CORPORATION

    


    ELECTION
OF METHOD TO SATISFY APPLICABLE WITHHOLDING TAXES

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name
      of Award Recipient

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    


    I
received the following award(s) of PG&E Corporation common stock (the
“Shares”) subject to the restrictions and terms of the applicable Restricted
Stock Agreement(s):

    


    
      
        
          
            
              
                
                  
                    
                      	
                              DATE
      OF GRANT

                            	
                              NUMBER
      OF SHARES GRANTED

                            	
                              NUMBER
      OF UNVESTED SHARES AS OF 11/1/08

                            
	
                              January
      3, 2005

                            	 
      	 
      
	
                              January
      3, 2006

                            	
                              [xx,xxx]

                            	 
      
	
                              January
      3, 2007

                            	
                              [xx,xxx]

                            	 
      
	
                              [Others?]

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    


    I elect
to satisfy applicable withholding taxes as they may become due as the
restrictions on the Shares lapse in the following manner:

    


    
      	
              ·

            	
              □  Pay the amount due
      by cash or check.

            


    

    


    
      	
              ·

            	
              □   Surrender to
      PG&E Corporation a number of vested Shares having an aggregate value
      

              (based
      on the closing price of PG&E Corporation common stock on the New York
      Stock Exchange on the date of surrender) equal to the amount
      due.

            


    

    


    
      	
              ·

            	
              □   Sell
      the vested Shares and use a portion of the sales proceeds to pay the
      amount due. 

              (You
      cannot make this election if you have previously entered into a Rule
      10b5-1 sales plan that covers the vested
  Shares.)

            


    

    


    To be
effective, I understand that this election must be delivered to the Senior
Manager, Executive Compensation, PG&E Corporation, One Market, Spear Tower,
Suite 400, San Francisco, California 94105 by December 1, 2008.

    


    


    ______________________                               ________________________________

    (Date)                                                                            (Signature)

    


    


    
      
        
          
             

          

           


        

        
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