Resolution Director's Compensation

BE IT RESOLVED that, effective January 1, 2007, directors who are not employees of this corporation or Pacific Gas and Electric Company (“non-employee directors”) shall be paid a retainer of $12,500 per calendar quarter, which shall be in addition to fees paid for attendance at Board and Board committee meetings; and

BE IT FURTHER RESOLVED that, effective January 1, 2007, the non-employee director who serves as lead director shall be paid an additional retainer of $12,500 per calendar quarter; and

BE IT FURTHER RESOLVED that, effective January 1, 2007, the non-employee directors who are duly appointed to chair the Finance Committee, the Nominating, Compensation, and Governance Committee, and the Public Policy Committee of this Board shall be paid an additional retainer of $1,875 per calendar quarter, and the non-employee directors who are duly appointed to chair the Audit Committee and the Nominating, Compensation, and Governance Committee of this Board shall be paid an additional retainer of $12,500 per calendar quarter; provided, however, that a non-employee director duly appointed to chair one of the foregoing committees shall not be paid an additional retainer for any calendar quarter during which such director also serves as lead director; and

BE IT FURTHER RESOLVED that, effective January 1, 2007, non-employee directors shall be paid a fee of $1,750 for each meeting of the Board and for each meeting of a Board committee attended; provided, however, that non-employee directors who are members of the Audit Committee shall be paid a fee of $2,750 for each meeting of the Audit Committee attended; and

BE IT FURTHER RESOLVED that any non-employee director may participate in a Directors’ Voluntary Stock Purchase Program by instructing the Corporate Secretary to withhold an amount equal to but not less than 20 percent of his or her meeting fees and/or quarterly retainers for the purpose of acquiring shares of this corporation’s common stock on behalf of said director, provided that once a non-employee director has so instructed the Corporate Secretary, said director may not modify or discontinue such instruction for at least 12 calendar months; and

BE IT FURTHER RESOLVED that non-employee directors shall be eligible to participate in the PG&E Corporation 2006 Long-Term Incentive Plan under the terms and conditions of that Plan, as adopted by this Board of Directors and as may be amended from time to time; and

BE IT FURTHER RESOLVED that, effective January 1, 2007, the resolution on this subject adopted by the Board of Directors on June 16, 2004, is hereby superseded.