EXHIBIT
10.28
[UTILITY
LETTERHEAD]
AMENDMENT
TO SHORT-TERM INCENTIVE PROGRAMS
AND
OTHER BONUS PROGRAMS
All
current and future bonus plans of the Pacific Gas and Electric Company
(“PG&E”) with an annual (or shorter) performance period (the “Plans”) are
hereby amended as described below, effective January 1, 2009.
1. Payments
under the Plans shall be made within two months and 15 days following the end of
the calendar year in which such payments cease to be subject to a “substantial
risk of forfeiture,” within the meaning of Section 409A of the Internal Revenue
Code of 1986 (“Section 409A”). In the event that PG&E
Corporation’s taxable year ceases to be the calendar year, then payments under
the Plans shall be made within two months and 15 days following the later of the
end of the calendar year or PG&E Corporation’s taxable year in which such
payments cease to be subject to a “substantial risk of forfeiture,” within the
meaning of Section 409A.
IN WITNESS WHEREOF, Pacific Gas and
Electric Company 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.
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PG&E
CORPORATION |
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By:
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JOHN
R. SIMON |
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John R. Simon
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Senior
Vice President - Human Resources |