0001004980-05-000042 Sample Contracts

PG&E CORPORATION LONG-TERM INCENTIVE PROGRAM FORM OF PERFORMANCE SHARE AGREEMENT
Pg&e Corp • January 6th, 2005 • Electric & other services combined • California

PG&E CORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shares have been awarded under the PG&E Corporation Long-Term Incentive Program (the “LTIP”). The terms and conditions of the Performance Shares are set forth in this cover sheet and the attached Performance Share Agreement (the “Agreement”).

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FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Form of Non-Qualified Stock Option Agreement • January 6th, 2005 • Pg&e Corp • Electric & other services combined

PG&E Corporation (the "Corporation"), pursuant to action of the Nominating, Compensation, and Governance Committee of its Board of Directors2, hereby grants to you, the Optionee, an option to purchase the above stated number of shares of Common Stock of the Corporation, at the Option Price stated above, subject to and in accordance with the Corporation's Stock Option Plan, as amended to date, and subject to and in accordance with the following terms and conditions: This is a non-qualified (nonstatutory) stock option which shall expire at the close of business ten years and one day after the date of grant, after which time it shall cease to be exercisable. This option is not an Incentive Stock Option within the meaning of the Internal Revenue Code of 1986. This option shall terminate and cease to be exercisable prior to its expiration date on the date the Optionee's employment is terminated by reason of discharge for cause. See Section 12 of the Plan for other instances in which this op

PG&E CORPORATION LONG-TERM INCENTIVE PROGRAM FORM OF RESTRICTED STOCK AGREEMENT
Pg&e Corp • January 6th, 2005 • Electric & other services combined • California

PG&E CORPORATION, a California corporation, hereby grants shares of Restricted Stock to the Recipient named below. The shares of Restricted Stock have been awarded under the PG&E Corporation Long-Term Incentive Program (the “LTIP”). The terms and conditions of the Restricted Stock are set forth in this cover sheet and in the attached Restricted Stock Award Agreement (the “Agreement”).

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