Exhibit
24.2
Dividend
Reinvestment and Stock Purchase Plan
RESOLUTION
OF THE
BOARD
OF DIRECTORS OF
PG&E
CORPORATION
June
20, 2007
WHEREAS,
the Finance Committee of this
Board of Directors has recommended to this Board the establishment of a dividend
reinvestment and stock purchase plan (the “DRSPP”) by which (1) shareholders of
this corporation or Pacific Gas and Electric Company (the “Utility”) who are
enrolled in the DRSPP are able to purchase shares of this corporation’s common
stock using dividends paid on this corporation’s common stock and the Utility’s
preferred stock, (2) enrolled shareholders are able to contribute additional
cash amounts to purchase additional shares to increase their investment in
this
corporation, and (3) new investors are able to contribute cash to purchase
shares as an initial investment;
WHEREAS,
the Board finds it to be in
the best interests of this corporation and its shareholders to establish
a DRSPP
in order to raise additional equity for the corporation and to provide
shareholders of this corporation and the Utility, as well as new investors,
an
economical and convenient method to increase or acquire an investment in
this
corporation; and
WHEREAS,
the Finance Committee has
recommended that this Board authorize the offer and sale of 5 million shares
of
this corporation’s common stock (the “Shares”) through the DRSPP, which Shares
may be composed of newly issued shares of this corporation purchased directly
from this corporation or outstanding shares of this corporation purchased
on the
open market for the account of DRSPP participants by an independent agent
as
administrator of the DRSPP;
NOW,
THEREFORE, BE IT RESOLVED that
this corporation is authorized to offer and sell the Shares through the DRSPP
and is further authorized to reserve the Shares for issuance and sale, if
all or
any portion of the Shares are to be purchased directly from this corporation;
and
BE
IT FURTHER RESOLVED that the prices
of the Shares purchased pursuant to the DRSPP will not exceed the current
market
prices at the time of the purchase, nor will the prices exceed an amount
determined in accordance with a pricing formula specified in the DRSPP and
based
upon the average or current market prices at the time of purchase;
and
BE
IT FURTHER RESOLVED that the Chief
Financial Officer and counsel of this corporation are hereby authorized,
jointly
and severally, to establish the terms and conditions of the DRSPP in accordance
with this resolution and as may in their judgment be necessary, convenient,
or
appropriate; and
BE
IT FURTHER RESOLVED that the Chief
Financial Officer of this corporation is hereby authorized to determine whether
all or any portion of the Shares to be used under the DRSPP shall be new
shares
issued by PG&E Corporation or outstanding shares purchased by the
administrator on the open market, provided that the source of Shares for
the
DRSPP may not be changed more frequently than once every three months;
and
BE
IT FURTHER RESOLVED that the
officers and counsel of this corporation are hereby authorized, jointly and
severally, to take such action and execute such agreements and documents
on
behalf of this corporation as may in their judgment be necessary, convenient,
or
appropriate to carry out this resolution, including the preparation, execution,
and filing of a registration statement under the Securities Act of 1933 with
the
Securities and Exchange Commission, and any amendments or supplements thereto
to
effect the registration under said Act of the offer and sale of the Shares;
and
BE
IT FURTHER RESOLVED that LINDA Y.H.
CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS,
and
KATHLEEN M. HAYES are hereby authorized, jointly and severally, to sign on
behalf of this corporation said registration statement and all amendments
and
supplements thereto to be filed with the Securities and Exchange Commission,
and
to do any and all acts necessary to satisfy the requirements of the Securities
Act of 1933 and the regulations of the Securities and Exchange Commission
adopted pursuant thereto with regard to the filing of said registration
statement and all amendments or supplements thereto; and
BE
IT FURTHER RESOLVED that the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer, the Corporate
Secretary,
the Assistant Treasurer, or any Assistant Corporate Secretary (the “Delegated
Officers”) are hereby authorized on behalf of this corporation to sign
applications to be made to the New York Stock Exchange and any other stock
exchange as may be deemed appropriate by any of the Delegated Officers for
listing the Shares, and the Delegated Officers are further authorized to
make
such changes therein, or in any documents or agreements relative thereto,
as may
be necessary to conform with requirements for listing, and to appear, if
necessary, before the officials of said Exchanges; and
BE
IT FURTHER RESOLVED that this
corporation is authorized to enter into an agreement with Mellon Bank,
N.A. (“Mellon”), or an affiliate of Mellon as designated by Mellon,
to administer the DRSPP on behalf of this corporation; and
BE
IT FURTHER RESOLVED that the
Delegated Officers, counsel, and any other employees, agents, consultants
or
representatives of this corporation authorized by any of the Delegated Officers,
including Mellon Investor Services, LLC, as Transfer Agent and Registrar
of
Transfers, are hereby authorized and directed to do any and all things necessary
in order to establish and administer the DRSPP, issue and deliver said Shares
in
accordance with the DRSPP, and take such other action and execute such other
documents as they may deem necessary or appropriate to carry out the purpose
of
the foregoing resolutions.
I,
LINDA Y.H. CHENG, do hereby certify
that I am Vice President, Corporate Governance and Corporate Secretary of
PG&E Corporation, a corporation organized and existing under the laws of the
State of California; that the above and foregoing is a full, true, and correct
copy of a resolution which was duly adopted by the Board of Directors of
said
corporation at a meeting of said Board which was duly and regularly called
and
held on June 20, 2007; and that this resolution has never been amended,
revoked, or repealed, but is still in full force and effect.
WITNESS
my hand and the seal of said
corporation hereunto affixed this 27th day of June, 2007.
/s/
Linda Y.H.
Cheng
Linda
Y.H. Cheng
Vice
President, Corporate Governance
and
Corporate
Secretary
PG&E
Corporation
C O R P O R A T E
S E A L