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| The      LTIP and Other Agreements                      |   | This      Agreement constitutes the entire understanding between you and PG&E      Corporation regarding the Restricted Stock Units, subject to the terms of      the LTIP.  Any prior agreements, commitments, or negotiations      are superseded.  In the event of any conflict or inconsistency      between the provisions of this Agreement and the LTIP, the LTIP shall      govern.  Capitalized terms that are not defined in this      Agreement are defined in the LTIP.  In the event of any conflict      between the provisions of this Agreement and the PG&E Corporation      Officer Severance Policy, this Agreement shall govern. For purposes of      this Agreement, employment with PG&E Corporation shall mean employment      with any member of the Participating Company Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| Grant      of Restricted Stock Units                    |   | PG&E      Corporation grants you the number of Restricted Stock Units shown on the      cover sheet of this Agreement.  The Restricted Stock Units are      subject to the terms and conditions of this Agreement and the      LTIP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Vesting      of Restricted Stock Units                  |   | As      long as you remain employed with PG&E Corporation, 20 percent of the      total number of Restricted Stock Units originally subject to this      Agreement, as shown above on the cover sheet, will vest on the first      business day of March of each of the first, second and third years      following the Date of Grant, and the additional 40 percent of the total      number of shares of Restricted Stock Units will vest on the on the first      business day of March of the fourth year following the Date of Grant      (collectively, the “Normal Vesting Schedule”).  The amounts      payable upon each vesting date are hereby designated separate payments for      purposes of Code Section 409A.  Except as described below, all      Restricted Stock Units subject to this Agreement which have not vested      upon termination of your employment shall then be automatically cancelled.      As set forth below, the Restricted Stock Units may vest earlier upon the      occurrence of certain events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Dividends                                               |   | Restricted      Stock Units will accrue Dividend Equivalents in the event cash dividends      are paid with respect to PG&E Corporation common stock having a record      date prior to the date on which the Restricted Stock Units are      settled.  Such Dividend Equivalents will be converted into cash      and paid, if at all, upon settlement of the underlying Restricted Stock      Units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Settlement                                              |   | Vested      Restricted Stock Units will be settled in an equal number of shares of      PG&E Corporation common stock.  PG&E Corporation shall      issue such shares as soon as practicable after the Restricted Stock Units      vest in accordance with the Normal Vesting Schedule (but not later than      sixty (60) days after the applicable vesting date); provided, however,      that such issuance shall, if earlier, be made with respect to all of your      outstanding vested Restricted Stock Units (after giving effect to the      vesting provisions described below) as soon as practicable after (but not      later than sixty (60) days after) the earliest to occur of your (1)      Disability (as defined under Code Section 409A), (2) death or (3)      “separation from service,” within the meaning of Code Section 409A within      2 years following a Change in Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Voluntary      Termination                              |   | In      the event of your voluntary termination (other than Retirement), all      unvested Restricted Stock Units will be cancelled on the date of      termination and any associated Dividend Equivalents that have not yet been      converted shall be forfeited on the date of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Retirement                                              |   | In      the event of your Retirement, unvested Restricted Stock Units will      continue to vest and be settled pursuant to the Normal Vesting Schedule      (without regard to the requirement that you be employed), subject to the      earlier settlement provisions of this Agreement; provided, however that in      the event of your Retirement within 2 years following a Change in Control,      all of your Restricted Stock Units shall vest and be settled as soon as      practicable after (but not later than sixty (60) days after) the date of      such event.  Your voluntary termination of employment will be      considered to be a Retirement if you are both age 55 or older on the date      of termination and if you were employed by PG&E Corporation for at      least five consecutive years ending on the date of termination of your      employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Termination      for Cause                              |   | If      your employment with PG&E Corporation is terminated at any time by      PG&E Corporation for cause, all unvested Restricted Stock Units will      be cancelled on the date of termination.  In general,      termination for “cause” means termination of employment because of      dishonesty, a criminal offense or violation of a work rule, and will be      determined by and in the sole discretion of PG&E      Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Termination      other than for Cause                   |   | If      your employment with PG&E Corporation is terminated by PG&E      Corporation other than for cause and you are an officer in Bands 1-5, any      unvested Restricted Stock Units that would have vested during the period      of the “Severance Multiple” under the Officer Severance Policy will      continue to vest and be settled pursuant to the Normal Vesting Schedule      (without regard to the requirement that you be employed), subject to the      earlier settlement provisions of this Agreement.  In the event      of your involuntary termination other than for cause, if you are not an      officer in Bands 1-5, any unvested Restricted Stock Units that would have      vested within the 12 months following such termination had your employment      continued will continue to vest and be settled pursuant to the Normal      Vesting Schedule (without regard to the requirement that you be employed),      subject to the earlier settlement provisions of this      Agreement.  All other unvested Restricted Stock Units will be      cancelled on the date of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Death/Disability                                        |   | In      the event of your death or Disability while you are employed, all of your      Restricted Stock Units shall vest and be settled as soon as practicable      after (but not later than sixty (60) days after) the date of such      event.  If your death or Disability occurs following the      termination of your employment and your Restricted Stock Units are then      outstanding under the terms hereof, then all of your vested Restricted      Stock Units plus any Restricted Stock Units that would have otherwise      vested during any continued vesting period hereunder shall be settled as      soon as practicable after (but not later than sixty (60) days after) the      date of your death or Disability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Termination      Due to Disposition of Subsidiary       |   | (1)      If your employment is terminated (other than termination for      cause,  your voluntary termination, or your Retirement) by      reason of a divestiture or change in control of a subsidiary of PG&E      Corporation, which divestiture or change in control results in such      subsidiary no longer qualifying as a subsidiary corporation under Section      424(f) of the Internal Revenue Code of 1986, as amended (the “Code”), or      (2) if your employment is terminated (other than termination for cause,      your voluntary termination, or your Retirement) coincident with the sale      of all or substantially all of the assets of a subsidiary of PG&E      Corporation, the Restricted Stock Units shall vest and be settled in the      same manner as for a “Termination other than for Cause” described      above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Change      in Control                                  |   | In      the event of a Change in Control, the surviving, continuing, successor, or      purchasing corporation or other business entity or parent thereof, as the      case may be (the “Acquiror”), may, without your      consent, either assume or continue PG&E Corporation’s rights and      obligations under this Agreement or provide a substantially equivalent      award in substitution for the Restricted Stock Units subject to this      Agreement. If      the Restricted Stock Units are neither assumed nor continued by the      Acquiror or if the Acquiror does not provide a substantially equivalent      award in substitution for the Restricted Stock Units, all of your unvested      Restricted Stock Units shall automatically vest immediately preceding and      contingent on, the Change in Control and be settled in accordance with the      Normal Vesting Schedule, subject to the earlier settlement provisions of      this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Termination      In Connection with a Change in Control |   | If      you separate from service (other than termination for cause, your      voluntary termination, or your Retirement) in connection with a Change in      Control within three months before the Change in Control occurs or within      two years following the Change in Control, all of your outstanding      Restricted Stock Units (to the extent they did not previously vest upon,      for example, failure of the Acquiror to assume or continue this Award)      shall automatically vest on the date of the Change in Control or the date      of such separation, whichever is later.  In the event of such a      separation in connection with a Change in Control within two years      following the Change in Control, your Restricted Stock Units will be      settled as soon as practicable after (but not later than sixty (60) days      after) the date of such separation.  In the event of such a      separation in connection with a Change in Control within three months      before the Change in Control occurs, your Restricted Stock Units will be      settled in accordance with the Normal Vesting Schedule (without regard to      the requirement that you be employed) subject to the earlier settlement      provisions of this Agreement. PG&E      Corporation shall have the sole discretion to determine whether      termination of your employment was made in connection with a Change in      Control.                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Delay                                                   |   | PG&E      Corporation shall delay the issuance of any shares of common stock to the      extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code      (relating to payments made to certain “key employees” of certain      publicly-traded companies); in such event, any shares of common stock to      which you would otherwise be entitled during the six (6) month period      following the date of your “separation from service” under Section 409A      (or shorter period ending on the date of your death following such      separation) will instead be issued on the first business day following the      expiration of the applicable delay period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Withholding      Taxes                                  |   | Prior to any event in connection with the      Restricted Stock Units (e.g., vesting) that PG&E Corporation      determines may result in any tax withholding obligation, whether United      States federal, state, local, or      non-U.S., including any social insurance, employment tax, payment on      account, or other tax-related obligation (the “Tax      Withholding Obligation”), you must arrange for the satisfaction of the      amount of such Tax Withholding Obligation in a manner acceptable to      PG&E Corporation.  PG&E      Corporation may, at its discretion, provide you with one or more of the      following methods to satisfy your Tax Withholding Obligation: ●Sell shares of PG&E Corporation common stock issuable      to you and use the sales proceeds to pay the amount due. (PG&E      Corporation may be able to assist you in selling your shares through a      broker so that you can use the sales proceeds to satisfy applicable      taxes.) ●  Pay      the amount due by cash or check. ●       Instruct PG&E Corporation to withhold from the shares of PG&E      Corporation common stock issuable to you a number of whole shares of Stock      having a Fair Market Value, as determined by PG&E Corporation, equal      to all or any part of the amount due, up to the amount of your Tax      Withholding Obligation calculated using the applicable minimum statutory      withholding rates.  If the withheld shares were not      sufficient to satisfy your minimum Tax Withholding Obligation, you would be required to pay, as soon as practicable, including through      additional payroll withholding, any amount of the Tax Withholding      Obligation that is not satisfied by the withholding of shares described      above.   |
| Leaves      of Absence                                  |   | For      purposes of this Agreement, if you are on an approved leave of absence      from PG&E Corporation, or a recipient of PG&E Corporation      sponsored disability benefits, you will continue to be considered as      employed.  If you do not return to active employment upon the      expiration of your leave of absence or the expiration of your PG&E      Corporation sponsored disability benefits, you will be considered to have      voluntarily terminated your employment.  See above under      “Voluntary Termination.” Notwithstanding      the foregoing, if the leave of absence exceeds six (6) months, and a      return to service upon expiration of such leave is not guaranteed by      statute or contract, then you shall be deemed to have had a “separation      from service” for purposes of any Restricted Stock Units that are settled      hereunder upon such separation.  To the extent an authorized      leave of absence is due to a medically determinable physical or mental      impairment that can be expected to result in death or to last for a      continuous period of at least six (6) months and such impairment causes      you to be unable to perform the duties of your position of employment or      any substantially similar position of employment, the six (6) month period      in the prior sentence shall be twenty-nine (29) months. PG&E      Corporation reserves the right to determine which leaves of absence will      be considered as continuing employment and when your employment terminates      for all purposes under this Agreement.                                                                                                                                                                                                         |
| Voting      and Other Rights                            |   | You      shall not have voting rights with respect to the Restricted Stock Units      until the date the underlying shares are issued (as evidenced by      appropriate entry on the books of PG&E Corporation or its duly      authorized transfer agent).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| No      Retention Rights                                |   | This      Agreement is not an employment agreement and does not give you the right      to be retained by PG&E Corporation.  Except as otherwise      provided in an applicable employment agreement, PG&E Corporation      reserves the right to terminate your employment at any time and for any      reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Applicable      Law                                     |   | This      Agreement will be interpreted and enforced under the laws of the State of      California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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