0001004980-09-000010 Sample Contracts

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Performance Share Agreement • February 24th, 2009 • Pacific Gas & Electric Co • Electric & other services combined • California
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PG&E CORPORATION AMENDMENT AND RESTATEMENT OF PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 24th, 2009 • Pacific Gas & Electric Co • Electric & other services combined • California

PG&E CORPORATION, a California corporation, hereby amends and restates the terms and conditions of the Performance Share Agreements granting Performance Shares on January 3, 2006 under the PG&E Corporation 2006 Long-Term Incentive Plan (the “LTIP”). The terms and conditions of the amended and restated Performance Share Agreements are set forth below:

PG&E CORPORATION AMENDMENT TO RESTRICTED STOCK AGREEMENTS
Restricted Stock Agreement • February 24th, 2009 • Pacific Gas & Electric Co • Electric & other services combined

PG&E CORPORATION, a California corporation, hereby amends the terms and conditions of the Restricted Stock Agreement(s) relating to the Restricted Stock Award(s) listed below, which was/were granted to the Recipient named below under the PG&E Corporation Long-Term Incentive Program and the PG&E Corporation 2006 Long-Term Incentive Plan (each an “LTIP”). These amendments are effective as of November 17, 2008.

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