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Exhibit 10.10


PG&E CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN


TABLE OF CONTENTS

 
    
   Page

1.
 
Purpose of the Plan
 
1

2.
 
Definitions
 
1

3.
 
Employer Contributions
 
3

4.
 
Eligible Employee Deferrals
 
4

5.
 
Investment Funds
 
4

6.
 
Accounting
 
5

7.
 
Distributions
 
6

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

9.
 
Domestic Relations Orders
 
8

10.
 
Vesting
 
9

11.
 
Administration of the Plan
 
9

12.
 
Funding
 
9

13.
 
Modification or Termination of Plan
 
9

14.
 
General Provisions
 
10

Appendix A
 
11

i


PG&E CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

        This is the controlling and definitive statement of the PG&E CORPORATION ("PG&E CORP") Supplemental Retirement Savings Plan (the "Plan"). Except as provided herein, the Plan is effective as of January 1, 2000, with respect to all individuals who were Eligible Employees as of such date. The Plan takes the place of and assumes existing benefits under the PG&E Corporation Deferred Compensation Plan for Officers, the PG&E Corporation Supplemental Executive Retirement Plan, the Savings Fund Plan Excess Benefit Arrangement of Pacific Gas and Electric Company, and any other non-qualified defined contribution retirement plan excess benefit plans, programs or practices maintained by any Participating Subsidiary of PG&E CORP. The Plan as originally adopted was effective January 1, 2000, for Eligible Employees of Pacific Gas and Electric Company and for Grandfathered Eligible Employees of PG&E CORP; it was effective January 1, 1999, for Eligible Employees of PG&E Generating Company; and it was effective January 1, 1997, for all other Eligible Employees of PG&E CORP. The Plan as amended herein is effective September 19, 2001. The Plan is frozen as to amounts "deferred" within the meaning of Code Section 409A after December 31, 2004.

1.
Purpose of the Plan.
2.
Definitions.

        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

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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 the calendar year following the Plan Year and shall be credited only if the Eligible Employee is an Employee on the last day of Plan Year for which the amounts are credited.

(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 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.

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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.

(c)
Deferral Election. An Eligible Employee must file an election form with the Plan Administrator which indicates the percentage of salary and applicable pay periods, and the amount of any awards, allowances, payments, and bonuses to be deferred under the Plan. Notwithstanding the foregoing, upon first becoming an Eligible Employee, an election to defer shall be effective for the month following the filing of a Deferral Election Form, provided said Form is filed within 60 days following the date when the employee first becomes an Eligible Employee.

(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, or retirement of the participant, or upon a Change in Control as defined in the LTIP. (The term "disability" shall, for purposes of the Plan, have the same meaning as in Section 22(e)(3) of the Internal Revenue Code.) 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 if an Eligible Employee's stock ownership falls below the levels set forth in the Executive Stock Ownership Program.

5.
Investment Funds.
(a)
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 three 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 AA Utility Bond 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 Investment Funds if such reallocation would result in a non-exempt Discretionary Transaction

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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

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7.
Distributions.
(a)
Distribution of Account Balances. Unless the Eligible Employee has elected otherwise under this Section 7, distribution of the balance credited to an Eligible Employee's Account shall be made in a single sum in the January of the year following Retirement or termination of service:

(1)
In the case of an Alternate Payee (as defined in Section 9(a)), distribution shall be made as directed in a domestic relations order 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.

(2)
Any provisions of the Plan notwithstanding distribution of account balances must commence no later than in the January following the year which the Eligible Employee reaches age 72.

(b)
Installment Distributions. In lieu of a single sum payment, an Eligible Employee whose Account value (exclusive of Special Incentive Stock Ownership Premiums) is at least $5,000 may elect in writing and file with the Plan Administrator an election that payment of amounts credited to the Eligible Employee's Account be made in a specified number of approximately equal annual installments (not in excess of 10). However, if during the installment payment period the Account balance, exclusive of Special Incentive Stock Ownership Premiums, is less than $5,000, the value of the remaining installments shall be paid as a lump sum. All installment payments will be made during the month of January.

6

        All early distributions elected pursuant to Section 7(c)(1) must be made during the month of January.

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8.
Distribution Due to Unforeseeable Emergency (Hardship Distribution)
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 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 as soon as practicable following the date the QDRO determination is made.

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10.
Vesting
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.

12.
Funding
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.

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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.

(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.

(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.

(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.

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APPENDIX A
PARTICIPATING SUBSIDIARIES

        —PG&E Gas Transmission Corporation

        —PG&E Gas Transmission, Texas Corporation

        —PG&E Gas Transmission TECO, Inc.

        —PG&E Energy Trading-Gas Corporation

        —PG&E Energy Services Corporation

        —And the U.S. subsidiaries of each of the above-named corporations.

        —PG&E Corporation

        —Pacific Gas and Electric Company

        —PG&E Generating Company

        —PG&E Corporation Support Services, Inc.

        —And the U.S. subsidiaries of each of the above-named corporations.

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PG&E CORPORATION SUPPLEMENTAL RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PG&E CORPORATION SUPPLEMENTAL RETIREMENT SAVINGS PLAN
APPENDIX A PARTICIPATING SUBSIDIARIES