ex1007.htm


    
      Exhibit 10.7


    

    
      PG&E
CORPORATION

    

    
      2005
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

    

    
      


    

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              	
                      1.        Purpose
      of the
      Plan......................................................................................................1

                    
	
                      2.        Definitions.....................................................................................................................1                                                                             
      

                    
	
                      3.        Employer
      Contributions..............................................................................................3

                    
	
                      4.        Eligible
      Employee
      Deferrals........................................................................................4

                    
	
                      5.        Investment
      Funds....................................................................................................... 5

                    
	
                      6.        Accounting.................................................................................................................. 6

                    
	
                      7.        Distributions ................................................................................................................6

                    
	
                      8.        Distribution
      Due to Unforeseeable Emergency (Hardship
      Distribution).............8

                    
	
                      9.        Domestic
      Relations
      Orders......................................................................................... 9

                    
	
                      10.        Vesting........................................................................................................................  9

                    
	
                      11.        Administration
      of the
      Plan.......................................................................................  9

                    
	
                      12.        Funding...................................................................................................................... 10

                    
	
                      13.        Modification
      or Termination of
      Plan...................................................................... 10

                    
	
                      14.        General
      Provisions ................................................................................................... 10

                    


            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      PG&E
CORPORATION

       

    

    
      2005
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

       

      


    

    This is
the controlling and definitive statement of the PG&E CORPORATION (“PG&E CORP”) 2005
Supplemental Retirement Savings Plan (the “Plan”).  The Plan was amended for compliance with the final Code
Section 409A regulations effective as of January 1, 2009.  Except as provided herein, the Plan
is generally effective as of January 1,
2005, with respect to all individuals who are Eligible Employees as of such
date.  The Plan continues the benefit program embodied in the PG&E
Corporation Supplemental Retirement Savings Plan (the “Prior
Plan”).  Benefits accrued under the Prior Plan continue to be
payable under the Prior Plan pursuant to the terms and conditions of the Prior
Plan.

     

    1. Purpose of the
Plan.  The Plan is established and is maintained for the
benefit of a select group of management and highly compensated employees of
PG&E CORP and its Participating Subsidiaries in order to provide such
employees with certain deferred compensation benefits.  The Plan is an
unfunded deferred compensation plan that is intended to qualify for the
exemptions provided in Sections 201, 301, and 401 of ERISA.

     

    2. Definitions.  The
following words and phrases shall have the following meanings unless a different
meaning is plainly required by the context:

     

    (a) “Basic Employer
Contributions” shall mean the amounts credited to Eligible Employees’
Accounts under the Plan by the Employers, in accordance with Section
3(c).

     

    (b) “Board of Directors”
shall mean the Board of Directors of PG&E CORP, as from time to time
constituted.

     

    (c) “Code” shall mean the
Internal Revenue Code of 1986, as amended.  Reference to a specific
section of the Code shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation amending,
supplementing, or superseding such section.

     

    (d) “Committee” shall mean
the Nominating, Compensation and Governance Committee of the Board, as it may be
constituted from time to time.

     

    (e) “Eligible Employee”
shall mean an Employee who:

     

    (1) Is an
officer of PG&E CORP or any Participating Subsidiary and who is in Officer
Band 5 or above; or

     

    (2) Is a key
employee of PG&E CORP or any Participating Subsidiary and who is designated
by the Plan Administrator as eligible to participate in the Plan.

     

    (f) “Eligible Employee’s
Account” or “Account” shall mean
as to any Eligible Employee, the separate account maintained on the books of the
Employer in accordance with Section 6(a) in order to reflect his or her interest
under the Plan.  Accounts shall be centrally administered by the Plan
Administrator or its designee.

     

    
      
        
          
             

             

          

           


        

        
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    (g) “Employee” shall mean
an individual who is treated in the records of an Employer as an employee of the
Employer, who is not on an unpaid leave of absence, and/or who is not covered by
a collective bargaining agreement; provided, however, such term shall not mean
an individual who is a “leased employee” or who has entered into a written
contract or agreement with an Employer which explicitly excludes such individual
from participation in an Employer’s benefit plans.  The provisions of
this definition shall govern, whether or not it is determined that an individual
otherwise meets the definition of “common law” employee.

     

    (h) “Employers” shall mean
PG&E CORP and the Participating Subsidiaries designated by the Employee
Benefit Committee of PG&E CORP.  An initial list of the Employers
is contained in Appendix A to this Plan.

     

    (i) “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as
amended.  Reference to a specific section of ERISA shall include such
section, any valid regulation promulgated thereunder, and any comparable
provision of any future legislation amending, supplementing, or superseding such
section.

     

    (j) “Investment Funds”
shall mean the investment funds established by the Board of Directors and
reflected from time to time on Appendix B.  The Investment Funds shall
be used for tracking phantom investment results under the Plan.

     

    (k) “Matching Employer
Contributions” shall mean the amounts credited to Eligible Employees’
Accounts under the Plan by the Employers, in accordance with Section
3(b).

     

    (l) “Participating
Subsidiary” shall mean a United States-based subsidiary of PG&E CORP,
which has been designated by the Employee Benefit Committee of PG&E CORP as
a Participating Subsidiary under this Plan and which has agreed to make payments
or reimbursements with respect to its Eligible Employees pursuant to Section
14(d).  At such times and under such conditions as the Committee may
direct, one or more other subsidiaries of PG&E CORP may become Participating
Subsidiaries or a Participating Subsidiary may be withdrawn from the
Plan.  An initial list of the Participating Subsidiaries is contained
in Appendix A to this Plan.

     

    (m) “PG&E CORP” shall
mean PG&E Corporation, a California corporation.

     

    (n) “Plan” shall mean the
PG&E Corporation 2005 Supplemental Retirement Savings Plan, as set forth in
this instrument and as heretofore and hereafter amended from time to
time.

     

    (o) “Plan Year” shall mean
the calendar year.

     

    (p) “Prior Plan” shall
mean the PG&E Corporation Supplemental Retirement Savings Plan.

     

    (q) “Retirement” or “Retire” shall mean an
Eligible Employee’s Separation from
Service, provided that the Eligible Employee is at least 55 years of age
and has been employed by an Employer for at least five years.

     

    
      
        
          
             

             

          

           


        

        
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    (r) “RSP”
shall mean, with respect to any Eligible Employee, the PG&E Corporation
Retirement Savings Plan or any predecessor qualified retirement plan sponsored
by PG&E CORP or any of its subsidiary companies.

     

    (s) “Separation from Service” shall mean an Eligible
Employee’s “separation form service” within the meaning of Code Section
409A(a)(2)(A)(i) and related Treasury Regulations and other guidance, as
determined by the Plan Administrator in its discretion.

     

    (t) “Valuation
Date” shall mean:

     

    (1) For
purposes of valuing Plan assets and Eligible Employees’ Accounts for periodic
reports and statements, the date as of which such reports or statements are
made; and

     

    (2) For
purposes of determining the amount of assets actually distributed to the
Eligible Employee, his or her beneficiary, or an Alternate Payee (or available
for withdrawal), a date that shall not be more than seven business days prior to
the date the check is issued to the Eligible Employee.

     

    In any
other case, the Valuation Date shall be the date designated by the Plan
Administrator (in its discretion) or the date otherwise set forth in this
Plan.  In all cases, the Plan Administrator (in its discretion) may
change the Valuation Date, on a uniform and nondiscriminatory basis, as is
necessary or appropriate.  Notwithstanding the foregoing, the
Valuation Date shall occur at least annually.

     

    3. Employer
Contributions.

     

    (a) Matching Employer
Contributions.  Subject to the provisions of Section 13, the
Eligible Employee’s Account shall be credited for each Plan Year with a Matching
Employer Contribution, calculated in the manner provided in Sections 3(a)(1),
(2), and (3) below:

     

    (1) First, an
amount shall be calculated equal to the maximum matching contribution that would
be made under the terms of the RSP, taking into account for such Plan Year the
amount of pre-tax deferrals and after-tax contributions the Eligible Employee
elected under the RSP.  For purposes of this calculation, any amounts
deferred under Subsection 4(a) of this Plan shall be treated as pre-tax
deferrals under the RSP.

     

    (2) The
calculation made in accordance with this Section 3(a)(1) above shall be made
without regard to any limitation on such amounts under the RSP resulting from
the application of any of the limitations under Code Sections 401(m),
401(a)(17), or 415.

     

    (3) The
Employer Matching Contribution to be credited to the Account of an Eligible
Employee for any Plan Year shall equal the amount calculated in accordance with
Sections 3(a)(1) and (2) above, reduced by the amount of matching contribution
made to such Eligible Employee’s account for such Plan Year under the
RSP.

     

    (b) Crediting of Matching
Employer Contributions.  Matching Employer Contributions shall
be calculated and credited to the Eligible Employee’s Account as of the first
business day of February of the calendar year following the Plan Year and shall
be credited only



    
      
        
        

      

      
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    if the Eligible Employee is an Employee on the last day of Plan
Year for which the amounts are credited.  All such amounts shall be
invested in the SRSP Stable Value Fund.

     

    (c) Basic Employer
Contributions.  Subject to the provisions of Section 13, the
Account of each Eligible Employee shall be credited for each Plan Year with a
Basic Employer Contribution, calculated in the manner provided in Sections
3(c)(1), (2), and (3) below:

     

    (1) First, an
amount shall be calculated equal to the Basic Employer Contribution that would
be made under the terms of the RSP, taking into account for such Plan Year the
Eligible Employee’s Covered Compensation under the RSP, before any deductions
for compensation deferrals elected by such Eligible Employee under Subsection
4(a) of this Plan.  For Eligible Employees as defined by Section
2(e)(1) of this Plan, compensation shall also reflect such Eligible Employee’s
Short-Term Incentive Plan awards.

     

    (2) The
calculation made in accordance with this Section 3(c)(1) above shall be made
without regard to any limitation on such amounts under the RSP resulting from
the application of any of the limitations under Code Sections 401(a)(4),
401(a)(17), or 415.

     

    (3) The
Employer Contribution to be credited to the Account of an Eligible Employee for
any Plan Year shall equal the amount calculated in accordance with Sections
3(c)(1) and (2) above, reduced by the amount of Basic Employer Contributions
made to such Eligible Employee’s account for such Plan Year under the
RSP.

     

    (d) Crediting of Basic Employer
Contributions.  The Employer Contribution attributable to an
Eligible Employee’s Short Term Incentive Plan award shall be credited to an
Eligible Employee’s Account as of the first business day of the month following
the date on which the Short-Term Incentive Plan award is paid.  All
other Employer Contributions made in respect of an Eligible Employee shall be
credited to the Eligible Employee’s Account as of the first business day of
February of the calendar year following the Plan Year and shall be credited only
if the Eligible Employee is an Employee on the last day of the Plan Year for
which the amounts are credited.  All such amounts shall be invested in
the SRSP Stable Value Fund.

     

    (e) FICA
Taxes.  Each Eligible Employee shall be responsible for FICA
taxes on amounts credited to his or her Account under Sections 3 and
4(d).

     

    4. Eligible Employee
Deferrals.

     

    (a) Amount of
Deferral.  An Eligible Employee may defer (i) 5 percent to 50
percent of his or her annual salary; and (ii) all or part of his or her Short
Term Incentive Plan awards, Long-Term Incentive Plan (LTIP) awards (other than
stock options), Perquisite Allowances, and any other special payments, awards,
or bonuses as authorized by the Plan Administrator.

     

    (b) Credits to
Accounts.  Salary deferrals shall be credited to an Eligible
Employee’s Account as of each payroll period.  All other deferrals
attributable to allowances, awards, bonuses, and other payments shall be
credited as of the date that they otherwise would have been paid.

     

    


    
      
        
          
             

             

          

           


        

        
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    (c) Deferral
Election.  An Eligible Employee must file an election form with
the Plan Administrator which indicates the percentage of salary and the amount
of any awards, allowances, payments, and bonuses to be deferred under the
Plan.  The election shall occur no later than December 31 (or such
earlier date established by the Plan Administrator) of the calendar year next
preceding the service year (within the meaning of Treasury Regulation Section
1.409A-2(a)(3)).  Notwithstanding the foregoing, to the extent
permitted under Treasury Regulation Section 1.409A-2(a)(7), upon first becoming
an Eligible Employee, an election to defer shall be effective for compensation to be earned for services performed
beginning in the month following the filing of a Deferral Election Form,
provided said Form is filed within 30 days following the date when the employee
first becomes an Eligible Employee.  Notwithstanding the foregoing, in
the case of performance-based compensation (within the meaning of Treasury
Regulation Section 1.409A-1(e)), the election may be made with respect to such
performance-based compensation on or before the date that is six months before
the end of the applicable performance period to the extent permitted under
Treasury Regulation Section 1.409A-2(a)(8).  The Plan Administrator
may, in its sole discretion, permit elections to made under other timing rules
that comply with Code Section 409A.

     

    (d) Deferral of Special
Incentive Stock Ownership Premiums.  All of an Eligible
Employee’s Special Incentive Stock Ownership Premiums are automatically deferred
to the Plan immediately upon grant and converted into units in the PG&E CORP
Phantom Stock Fund.  The units attributable to Special Incentive Stock
Ownership Premiums and any additional units resulting from the conversion of
dividend equivalents thereon remain unvested until the earlier of the third
anniversary of the date on which the Special Incentive Stock Ownership Premiums
are credited to an Eligible Employee’s account (provided the Eligible Employee
continues to be employed on such date), death, disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code), or Retirement of the
participant, or upon a Change in Control (as defined in the
LTIP).  Unvested units attributable to Special Incentive Stock
Ownership Premiums and any additional units resulting from the conversion of
dividend equivalents thereon shall be forfeited upon termination of the Eligible
Employee’s employment (unless otherwise provided in the PG&E Corporation
Executive Stock Ownership Program or the PG&E Corporation Officer Severance
Plan) or if an Eligible Employee’s stock ownership falls below the levels set
forth in the Executive Stock Ownership Program.

     

    5. Investment
Funds.  Although no assets will be segregated or otherwise set
aside with respect to an Eligible Employee’s Account, the amount that is
ultimately payable to the Eligible Employee with respect to such Account shall
be determined as if such Account had been invested in some or all of the
Investment Funds.  The Plan Administrator, in its sole discretion,
shall adopt (and modify from time to time) such rules and procedures as it deems
necessary or appropriate to implement the deemed investment of the Eligible
Employees’ Accounts.  Such procedures generally shall provide that an
Eligible Employee’s Account shall be deemed to be invested among the available
Investment Funds in the manner elected by the Eligible Employee in such
percentages and manner as prescribed by the Plan Administrator.  In
the event no election has been made by the Eligible Employee, such Account will
be deemed to be invested in the SRSP Stable Value Fund.  Eligible
Employees shall be able to reallocate their Accounts between the Investment
Funds and reallocate amounts newly credited to their Accounts at such time and
in such manner as the Plan Administrator shall prescribe.  Anything to
the contrary herein notwithstanding, an Eligible Employee may not reallocate
Account balances between

     

    
      
        
        

      

      
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      Investment
Funds if such reallocation would result in a non-exempt Discretionary
Transaction as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, or any successor to Rule 16b-3, as in effect when the reallocation is
requested.  The available Investment Funds shall be listed on Appendix
B and may be changed from time to time by the Board of Directors.

       

    

    6. Accounting.

     

    (a) Eligible Employees’
Accounts.  At the direction of the Plan Administrator, there
shall be established and maintained on the books of the Employer, a separate
account for each Eligible Employee in order to reflect his or her interest under
the Plan.

     

    (b) Investment
Earnings.  Each Eligible Employee’s Account shall initially
reflect the value of his or her Account’s interest in each of the Investment
Funds, deemed acquired with the amounts credited thereto.  Each
Eligible Employee’s Account shall also be credited (or debited) with the net
appreciation (or depreciation), earnings and gains (or losses) with respect to
the investments deemed made by his or her Account.  Any such net
earnings or gains deemed realized with respect to any investment of any Eligible
Employee’s Account shall be deemed reinvested in additional amounts of the same
investment and credited to the Eligible Employee’s Account.

     

    (c) Accounting
Methods.  The accounting methods or formulae to be used under
the Plan for the purpose of maintaining the Eligible Employees’ Accounts shall
be determined by the Plan Administrator.  The accounting methods or
formulae selected by the Plan Administrator may be revised from time to time but
shall conform to the extent practicable with the accounting methods used under
the Applicable Plan.

     

    (d) Valuations and
Reports.  The fair market value of each Eligible Employee’s
Account shall be determined as of each Valuation Date.  In making such
determinations and in crediting net deemed earnings and gains (or losses) in the
Investment Funds to the Eligible Employees’ Accounts, the Plan Administrator (in
its discretion) may employ such accounting methods as the Plan Administrator (in
its discretion) may deem appropriate in order to fairly reflect the fair market
values of the Investment Funds and each Eligible Employee’s
Account.  For this purpose, the Plan Administrator may rely upon
information provided by the Plan Administrator or other persons believed by the
Plan Administrator to be competent.

     

    (e) Statements of Eligible
Employee’s Accounts.  Each Eligible Employee shall be furnished
with periodic statements of his or her interest in the Plan.

     

    7. Distributions.

     

    (a) Distribution of Account
Balances.  Except to the extent the Eligible Employee has
elected otherwise under this Section 7 at the time of deferral, distribution of
the balance credited to an Eligible Employee’s Account shall be made in a single
lump sum as soon as reasonably practicable (but in
any event within 90 days) following the date that is seven (7) months
following Separation from
Service.

     

    In the case of an Alternate Payee (as
defined in Section 9(a)), to the extent allowable under Code Section 409A,
distribution shall be made as directed in a domestic relations order


     

    
      
        
        

      

      
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    which the Plan Administrator determines is a QDRO (as defined in
Section 9(a)), but only as to the portion of the Eligible Employee’s Account
which the QDRO states is payable to the Alternate Payee.

     

    (b) “Specific Date”
Distributions.  By filing an irrevocable election with the Plan
Administrator, an Eligible Employee may at the time of deferral elect to receive
distribution of the specific type of income deferral for that calendar year plus
the earnings thereon (exclusive of Special Incentive Stock Ownership Premiums)
in January of any future year instead of pursuant to Section 7(a).

     

    (c)           Change in Distribution
Election.  An Eligible Employee may change a distribution
election previously made pursuant to Section 7(b) (or in place by default
pursuant to Section 7(a)) only with respect to the portion of the Eligible
Employee’s Account attributable to Eligible Employee Deferrals (exclusive of
Special Incentive Stock Ownership Premiums) and only in accordance with the
rules under Code Section 409A.  Generally, a subsequent election
pursuant to this Section 7(c):  (1) cannot take effect for twelve
(12) months, (2) must occur at least twelve (12) months before the first
scheduled payment under a payment at a specified date elected pursuant to
Section 7(b), and (3) must defer a previously elected distribution at least five
(5) additional years.  The Plan Administrator may establish additional
rules or restrictions on changes in distribution elections.

     

    (d)           Death
Distributions.  If an Eligible Employee dies before the balance
of his or her Account has been distributed (whether or not the Eligible Employee
had previously had a Separation from
Service), the Eligible Employee’s Account shall be distributed to the
beneficiary designated or otherwise determined in accordance with Section 7(g),
as soon as practicable the date of death (but in any event within 90 days after
the date of death). 

     

    (e)           Special Incentive Stock
Ownership Premiums.  Distributions attributable to Special
Incentive Stock Ownership Premiums shall only be made in the form of one or more
certificates for the number of vested Special Incentive Stock Ownership Premium
units, rounded down to the nearest whole share, in accordance with the timing
rule set forth in Section
7(a).

     

    (f)           Effect of Change in Eligible
Employee Status.  If an Eligible Employee ceases to be an
Eligible Employee but does not experience a
Separation from Service, the balance credited to his or her Account shall
continue to be credited (or debited) with appreciation, depreciation, earnings,
gains or losses under the terms of the Plan and shall be distributed to him or
her at the time and in the manner set forth in this Section 7.

     

    (g)           Payments to
Incompetents.  If any individual to whom a benefit is payable
under the Plan is a minor or if the Plan Administrator determines that any
individual to whom a benefit is payable under the Plan is incompetent to receive
such payment or to give a valid release therefor, payment shall be made to the
guardian, committee, or other representative of the estate of such individual
which has been duly appointed by a court of competent
jurisdiction.  If no guardian, committee, or other representative has
been appointed, payment may be made to any person as custodian for such
individual under the California Uniform Transfers to MinorsAct (or similar law
of another state) or may be made to or applied to or for the benefit of the
minor or incompetent, the incompetent’s spouse, children or other dependents,
the institution or persons 

     

     

    
      
        
        

      

      
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      maintaining
the minor or incompetent, or any of them, in such proportions as the Plan
Administrator from time to time shall determine; and the release of the person
or institution receiving the payment shall be a valid and complete discharge of
any liability of PG&E CORP with respect to any benefit so
paid.

    

     

    (h)           Beneficiary
Designations.  Each Eligible Employee may designate, in a
signed writing delivered to the Plan Administrator, on such form as it may
prescribe, one or more beneficiaries to receive any distribution which may
become payable under the Plan as the result of the Eligible Employee’s
death.  An Eligible Employee may designate different beneficiaries at
any time by delivering a new designation in like manner.  Any
designation shall become effective only upon its receipt by the Plan
Administrator, and the last effective designation received by the Plan
Administrator shall supersede all prior designations.  If an Eligible
Employee dies without having designated a beneficiary or if no beneficiary
survives the Eligible Employee, the Eligible Employee’s Account shall be payable
to the beneficiary or beneficiaries designated or otherwise determined under the
RSP.

     

    (i)           Undistributable
Accounts.  Each Eligible Employee and (in the event of death)
his or her beneficiary shall keep the Plan Administrator advised of his or her
current address.  If the Plan Administrator is unable to locate the
Eligible Employee or beneficiary to whom an Eligible Employee’s Account is
payable under this Section 7, the Eligible Employee’s Account shall be frozen as
of the date on which distribution would have been completed in accordance with
this Section 7, and no further appreciation, depreciation, earnings, gains or
losses shall be credited (or debited) thereto.  PG&E CORP shall
have the right to assign or transfer the liability for payment of any
undistributable Account to the Eligible Employee’s former Employer (or any
successor thereto).

     

               (j)           Plan Administrator
Discretion.  Within the specific time periods described in this
Section 7, the Plan Administrator shall have sole discretion to determine the
specific timing of the payment of any Account balance under the
Plan.

     

    8. Distribution Due to
Unforeseeable Emergency (Hardship Distribution).  A participant
may request a distribution due to an unforeseeable emergency (within the meaning
of Code Section 409A) by submitting a written request to the Plan
Administrator.  The Plan Administrator shall have the authority to
require such evidence as it deems necessary to determine if a distribution is
warranted.  If an application for a hardship distribution due to an
unforeseeable emergency is approved, the distribution shall be payable in a lump
sum within 30 days after approval of such distribution.  After receipt
of a payment requested due to an unforeseeable emergency, a participant may not
make additional deferrals during the remainder of the Plan Year in which the
recipient received the payment.  The distribution due to an
unforeseeable emergency shall not exceed the amount reasonably necessary to meet
the emergency.  This Section 8 shall be administered in accordance
with the requirements of Code Section 409A.

     

    9. Domestic Relations
Orders.

     

    (a) Qualified Domestic Relations
Orders.  The Plan Administrator shall establish written
procedures for determining whether a domestic relations order purporting to
dispose of

     

    
      
        
        

      

      
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      any
portion of an Eligible Employee’s Account is a qualified domestic relations
order (within the meaning of Section 414(p) of the Code) (a “QDRO”).

    

     

    (1) No
Payment Unless a QDRO.  No payment shall be made to any person
designated in a domestic relations order (an “Alternate Payee”)
until the Plan Administrator (or a court of competent jurisdiction reversing an
initial adverse determination by the Plan Administrator) determines that the
order is a QDRO.  Payment shall be made to each Alternate Payee as
specified in the QDRO.

     

    (2) Time of
Payment.  Payment may be made to an Alternate Payee in the form of a
lump sum, at the time specified in the QDRO, but no earlier than the date the
QDRO determination is made.

     

    (3) Hold
Procedures.  Notwithstanding any contrary Plan provision, prior to the
receipt of a domestic relations order, the Plan Administrator may, in its sole
discretion, place a hold upon all or a portion of an Eligible Employee’s Account
for a reasonable period of time (as determined by the Plan Administrator in
accordance with Code Section 409A) if the Plan Administrator receives notice
that (a) a domestic relations order is being sought by the Eligible Employee,
his or her spouse, former spouse, child or other dependent, and (b) the Eligible
Employee’s Account is a source of the payment under such domestic relations
order.  For purposes of this Section 9(a)(3), a “hold” means that no
withdrawals, distributions, or investment transfers may be made with respect to
an Eligible Employee’s Account.  If the Plan Administrator places a
hold upon an Eligible Employee’s Account pursuant to this Section 9(a)(3), it
shall inform the Eligible Employee of such fact.

     

    10. Vesting.  Except
as provided in Section 4(d), an Eligible Employee’s interest in his or her
Account at all times shall be 100 percent vested and
nonforfeitable.

     

    11. Administration of the
Plan.

     

    (a) Plan
Administrator.  The Employee Benefit Committee of PG&E CORP
is hereby designated as the administrator of the Plan (within the meaning of
Section 3(16)(A) of ERISA).  The Plan Administrator delegates to the
Senior Human Resource Officer for PG&E CORP, or his or her designee, the
authority to carry out all duties and responsibilities of the Plan Administrator
under the Plan.  The Plan Administrator shall have the authority to
control and manage the operation and administration of the Plan.

     

    (b) Powers of Plan
Administrator.  The Plan Administrator shall have all
discretion and powers necessary to supervise the administration of the Plan and
to control its operation in accordance with its terms, including, but not by way
of limitation, the power to interpret the provisions of the Plan and to
determine, in its sole discretion, any question arising under, or in connection
with the administration or operation of, the Plan.

     

    (c) Decisions of Plan
Administrator.  All decisions of the Plan Administrator and any
action taken by it in respect of the Plan and within the powers granted to it
under the Plan shall be conclusive and binding on all persons and shall be given
the maximum deference permitted by law.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    12. Funding.  All
amounts credited to an Eligible Employee’s Account under the Plan shall continue
for all purposes to be a part of the general assets of PG&E
CORP.  The interest of the Eligible Employee in his or her Account,
including his or her right to distribution thereof, shall be an unsecured claim
against the general assets of PG&E CORP.  While PG&E CORP may
choose to invest a portion of its general assets in investments identical or
similar to those selected by Eligible Employees for purposes of determining the
amounts to be credited (or debited) to their Accounts, nothing contained in the
Plan shall give any Eligible Employee or beneficiary any interest in or claim
against any specific assets of PG&E CORP.

     

    13. Modification or Termination
of Plan.

     

    (a) Employers’ Obligations
Limited.  The Plan is voluntary on the part of the Employers,
and the Employers do not guarantee to continue the Plan.  PG&E
CORP at any time may, by appropriate amendment of the Plan, suspend Matching
Employer Contributions and/or Basic Employer Contributions or may discontinue
Matching Employer Contributions and/or Basic Employer Contributions, with or
without cause.

     

    (b) Right to Amend or
Terminate.  The Board of Directors, acting through its
Nominating and Compensation Committee, reserves the right to alter, amend, or
terminate the Plan, or any part thereof, in such manner as it may determine, for
any reason whatsoever.

     

    (1) Limitations.  Any
alteration, amendment, or termination shall take effect upon the date indicated
in the document embodying such alteration, amendment, or termination, provided
that no such alteration or amendment shall divest any portion of an Account that
is then vested under the Plan.

     

    (c) Effect of
Termination.  If the Plan is terminated, the balances credited
to the Accounts of the Eligible Employees affected by such termination shall be
distributed to them at the time and in the manner set forth in Section 7;
provided, however, that the Plan Administrator, in its sole discretion, may
authorize accelerated distribution of Eligible Employees’ Accounts to the extent provided in Treasury Regulation Sections
1-409A-3(j)(4)(ix) (A) (relating to terminations in connection with certain
corporate dissolutions), (B) (relating to terminations in connection with
certain change of control events), and (C) (relating to general
terminations).

     

    14. General
Provisions.

     

    (a) Inalienability.  Except
to the extent otherwise directed by a domestic relations order which the Plan
Administrator determines is a QDRO (as defined in Section 9(a) or mandated by
applicable law, in no event may either an Eligible Employee, a former Eligible
Employee or his or her spouse, beneficiary or estate sell, transfer, anticipate,
assign, hypothecate, or otherwise dispose of any right or interest under the
Plan; and such rights and interests shall not at any time be subject to the
claims of creditors nor be liable to attachment, execution, or other legal
process.

     

    (b) Rights and
Duties.  Neither the Employers nor the Plan Administrator shall
be subject to any liability or duty under the Plan except as expressly provided
in the Plan, or for any action taken, omitted, or suffered in good
faith.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c) No Enlargement of Employment
Rights.  Neither the establishment or maintenance of the Plan,
the making of any Matching Employer Contributions, nor any action of any
Employer or Plan Administrator, shall be held or construed to confer upon any
individual any right to be continued as an Employee nor, upon dismissal, any
right or interest in any specific assets of the Employers other than as provided
in the Plan.  Each Employer expressly reserves the right to discharge
any Employee at any time, with or without cause or advance notice.

     

    (d) Apportionment of Costs and
Duties.  All acts required of the Employers under the Plan may
be performed by PG&E CORP for itself and its Participating Subsidiaries, and
the costs of the Plan may be equitably apportioned by the Plan Administrator
among PG&E CORP and the other Employers.  Whenever an Employer is
permitted or required under the terms of the Plan to do or perform any act,
matter or thing, it shall be done and performed by any officer or employee of
the Employer who is thereunto duly authorized by the board of directors of the
Employer.  Each Participating Subsidiary shall be responsible for
making benefit payments pursuant to the Plan on behalf of its Eligible Employees
or for reimbursing PG&E CORP for the cost of such payments, as determined by
PG&E CORP in its sole discretion.  In the event the respective
Participating Subsidiary fails to make such payment or reimbursement, and
PG&E CORP does not exercise its discretion to make the payment on such
Participating Subsidiary’s behalf, participation in the Plan by the Eligible
Employees of that Participating Subsidiary shall be suspended in a manner
consistent with Code Section 409A.  If at some future date, the
Participating Subsidiary makes all past-due payments and reimbursements, plus
interest at a rate determined by PG&E CORP in its sole discretion, the
suspended participation of its Eligible Employees eligible to participate in the
Plan will be recognized in a manner consistent with Code Section
409A.  In the event the respective Participating Subsidiary fails to
make such payment or reimbursement, an Eligible Employee’s (or other payee’s)
sole recourse shall be against the respective Participating Subsidiary, and not
against PG&E CORP.  An Eligible Employee’s participation in the
Plan shall constitute agreement with this provision.

     

    (e) Applicable
Law.  The provisions of the Plan shall be construed,
administered, and enforced in accordance with the laws of the State of
California and, to the extent applicable, ERISA.  The Plan is intended to comply with the
provisions of Code Section 409A.  However, PG&E CORP makes no
representation that the benefits provided under the Plan will comply with Code
Section 409A and makes no undertaking to prevent Code Section 409A from applying
to the benefits provided under the Plan or to mitigate its effects on any
deferrals or payments made under the Plan.

     

    (f) Severability.  If
any provision of the Plan is held invalid or unenforceable, its invalidity or
unenforceability shall not affect any other provisions of the Plan, and the Plan
shall be construed and enforced as if such provision had not been
included.

     

    (g) Captions.  The
captions contained in and the table of contents prefixed to the Plan are
inserted only as a matter of convenience and for reference and in no way define,
limit, enlarge, or describe the scope or intent of the Plan nor in any way shall
affect the construction of any provision of the Plan.

     

    


    
      
        
          
             

             

          

           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    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


      


    

    
      
        
          
             

             

          

           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    
      APPENDIX
A

       

      


    

    
      EMPLOYERS

       

      


    

    
      (As
of January 1, 2005)

    

    
      


    

    
      


    

    
      –
PG&E Corporation

       

      


    

    
      – All
Participating Subsidiaries

       

      


    

    
      Participating Subsidiaries
(as of January 1, 2005):

       

      


    

    
      – Pacific
Gas and Electric Company

       

      


    

    
      – All
U.S. subsidiaries of the above-named corporations

       

      


    

    
      


       

      


    

    
      


       

      


    

    


    
      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      APPENDIX
B

       

      


    

    
      INVESTMENT
FUNDS

       

      


    

    
      (as
of January 1, 2005)

    

    
      


    

    
      


    

    
      Participating Investment
Funds as of January 1, 2005

    

    
      


    

    AA Utility Bond Fund accrues
interest on the amount invested in this fund.  The interest rate is
equal to the AA Utility Bond Yield reported by Moody’s Investor
Services.

    


    PG&E Corporation Phantom Stock
Fund converts contributions and transferred amounts into units of phantom
common stock valued at the closing price of a share of PG&E Corporation
common stock on the contribution/transfer date.  If the transfer
request is received after the market closes, the following day’s closing price
will be used.  Thereafter, the value of a unit shall fluctuate
depending on the price of PG&E Corporation common stock.  Each
time a dividend is paid on common stock, an amount equal to such dividend shall
be credited to the account as additional units.

    


    SRSP Large Company Stock Index
Fund seeks to match the performance of the S&P 500
Index.  The Fund invests in all 500 stocks in the S&P 500 Index in
proportion to their weightings in the Index.  The S&P 500 provides
exposure to about 85% of the market value of all publicly traded common stocks
in the United States.  The strategy of investing in the same stocks as
the S&P 500 Index minimizes the need for trading and results in lower
expenses.  The Fund is managed by State Street Global Advisors
(SSgA).

    


    SRSP International Stock Index
Fund seeks to match closely the performance of the MSCI EAFE
Index.  The Fund invests in all of the stocks in the MSCI EAFE Index
in proportion to their weightings in the Index.  The strategy of
investing in the same stocks as the MSCI EAFE minimizes the need for trading and
results in lower expenses.  The Fund is managed by State Street Global
Advisors (SSgA).

    


    SRSP Conservative Asset Allocation
Fund is a pre-mixed portfolio of commingled stock and bond
funds.  The Fund will invest approximately 60% in Fixed Income
Securities, 30% in U.S. Large Cap Equities, 5% in U.S. Small Cap Equities, and
5% in International Equities.  The underlying funds are managed by
State Street Global Advisors (SSgA).  These funds are combined and
rebalanced daily by Fidelity Management Trust Company on direction from PG&E
Corporation.

    


    SRSP Moderate Asset Allocation
Fund is a pre-mixed portfolio of commingled stock and bond
funds.  The Fund will invest approximately 40% in Fixed Income
Securities, 42% in U.S. Large Cap Equities, 8% in U.S. Small Cap Equities, and
10% in International Equities.  The underlying funds are managed by
State Street Global Advisors (SSgA).  These funds are combined and
rebalanced daily by Fidelity Management Trust Company on direction from PG&E
Corporation.

     

    SRSP Aggressive Asset Allocation
Fund is a pre-mixed portfolio of commingled stock and bond
funds.  The Fund will invest approximately 55% in U.S. Large Cap
Equities, 20% in Fixed Income Securities, 10% in U.S. Small Cap Equities, and
15% in International Equities.  The underlying funds are managed by
State Street Global Advisors (SSgA).  These funds are combined and
rebalanced daily by Fidelity Management Trust Company on direction from PG&E
Corporation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SRSP Stable Value Fund seeks
to provide safety of principal and liquidity while providing a higher return
over time than that offered by money market funds.  The Fund invests
in diversified portfolio investment contracts issued by insurance companies,
banks, and other financial institutions.  An investment contract is an
agreement where the issuer promises to pay a specific rate of return to the
holder for a period of time.  The quality of the promise depends on
the financial strength of the issuer.  The Fund may also hold a small
percentage of cash or other short-term investments.  The Fund is
managed by PRIMCO Capital Management.

    


    SRSP Bond Index Fund seeks to
match the returns of the Lehman Brothers Aggregate Bond Index.  The
Fund invests primarily in government, corporate, mortgage-backed, and
asset-backed fixed-income securities.  The Fund invests in a
well-diversified portfolio that is representative of the broad domestic bond
market.  The Lehman Brothers Aggregate Bond Index is an unmanaged
market-value weighted index of investment-grade, fixed-rate debt issues,
including government, corporate, asset-backed, and mortgage-backed securities,
with maturities of one year or more.  The Fund is managed by State
Street Global Advisors (SSgA).

    


    SRSP Small Company Stock Index
Fund seeks to match the performance of the Russell Small Cap Completeness
Index.  The Fund invests in all of the stocks in the Russell Special
Small Cap Completeness Index in proportion to their weightings in the
Index.  These stocks represent about 15% of the market value of all
publicly traded common stocks in the United States.  The strategy of
investing in the same stocks as the Russell Small Cap Completeness Index
minimizes the need for trading and results in lower expenses.  The
Fund is managed by State Street Global Advisors (SSgA).

    
      


    

    
      


    

    
      


       

      


    

    


    
      
        
          
            .