Performance Share Grant. Subject to the terms and conditions of this Agreement, the Corporation hereby grants to Grantee a Target Grant of Performance Shares as specified on the first page of this Agreement.

Performance Share Grant. PG&E CORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shares have been granted under the PG&E Corporation 2006 Long-Term Incentive Plan, as amended (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”). Date of Grant: March 9, 2009 Name of Recipient: Last Four Digits of Recipient’s Social Security Number: Number of Performance Shares: By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement. You and PG&E Corporation agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of the attached Agreement. You are also acknowledging receipt of this Grant, the attached Agreement, and a copy of the prospectus describing the LTIP and the Performance Shares dated March 1, 2009. Recipient: (Signature) Attachment Please sign and return to PG&E Corporation, Human Resources, One Market, Spear Tower, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 PG&E CORPORATION 2006 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT The LTIP and Other Agreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy, this Agreement shall govern. For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.

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Performance Share Grant. On the Effective Time, the Executive will be entitled to a special one-time grant of performance shares (“PSs”) pursuant to the Parent’s December 2007 Amendment and Restatement of the 2004 Performance Incentive Plan (the “PIP”) pursuant to which the Executive will be eligible to receive a number of shares of Parent common stock (each, a “Parent Share”), subject to, and based upon, the achievement of the relevant performance goals which shall be established on an annual basis for each of the three years in the applicable vesting period, and which shall be set forth on the Grant Date (as defined below) in an award agreement. The aggregate number of Parent Shares deliverable upon achievement of threshold, target and maximum performance shall be determined as of the Grant Date and shall have an aggregate value on such date equal to:

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Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 7 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a cumulative annual growth rate of earnings per share (“EPS”) for the Performance Period of four (4) percent or greater, then the Executive will be issued Performance Shares in accordance with the following chart: Fully Diluted EPS Annual EPS Cumulative Total Over Performance Shares Performance Goal Growth Rate Performance Period That May Be Earned Threshold 4 % $ 16.75 Good 8 % $ 18.09 Target 12 % $ 19.50 Maximum 16 % $ 20.98 The number of shares appearing under the heading “Performance Shares That May Be Earned” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on cumulative EPS performance during the Performance Period (Threshold, Good, Target or Maximum). In the event the Company’s actual annual growth rate of EPS for the Performance Period exceeds the Threshold level of 4% but is lower than the Maximum level of 16%, the number of Performance Shares earned by the Executive shall be determined by interpolation. In the event the Company’s actual annual growth rate of EPS for the Performance Period is below the Threshold (4%) level, no Performance Shares will be earned. The Maximum number of Performance Shares will be earned if the annual growth rate of EPS equals or exceeds 16% during the Performance Period. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. Except for shares withheld by the Company as provided in Paragraph 4 or shares the receipt of which has been deferred as provided in Paragraph 5, the Company shall then cause its parent, Cxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or bo...

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Performance Share Grant. In addition to the above-referenced equity grant, you will be eligible to receive the following equity compensation upon the following terms and conditions:

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Performance Share Grant. Subject to the terms and conditions set forth herein, the Company hereby grants to the Key Employee the number of performance shares (the “Performance Shares”) of the Company’s common stock set forth on the signature page hereof, at the value per Share set forth on the signature page hereof. .

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Performance Share Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Grantee the Target Grant of Shares (the “Performance Shares”) as specified above. The grant of Performance Shares shall represent the right to receive such number of Shares, if any, as determined in accordance with Section 2 upon the achievement of certain Performance Criteria over the Performance Period. The Performance Shares described in this Agreement are in all respects subject to the terms, conditions and provisions of this Agreement and the Company’s 2007 Omnibus Incentive Compensation Plan (the “Plan”).

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Performance Share Grant. Pursuant to Section IX of the Plan and subject to Paragraph 6 of this Agreement, the Company hereby grants to the Executive, as of the date hereof, an award of Performance Shares that may be earned based on the financial performance of the Company during the Performance Period, subject to the restrictions and conditions set forth in this Agreement (“Performance Share Grant”). The Committee has established Performance Goals such that if the Company achieves a net debt to EBITDA coverage ratio for the Performance Period of 2.00, or less, the Executive will be issued Performance Shares in accordance with the following chart: Coverage Ratio Performance Level (Net Debt/EBITDA) Share Award • Not achieved > 2.00 0 • Achieved ³ 2.00 The number of shares appearing under the heading “Share Award” shall constitute the number of Performance Shares which may be earned by the Executive based upon achievement of that specific Performance Goal as established by the Committee based on a net ESIA 2009 debt to EBITDA coverage ratio of 2.00, or less, as of December 31, 2009. In the event the Company’s actual net debit to EBITDA coverage ratio exceeds 2.00, no Performance Shares will be earned. At the end of the Performance Period, the Committee shall determine the Performance Goal achieved and the number of Performance Shares, if any, earned by the Executive. The Performance Shares earned by the Executive, if any, shall then be subject to restrictions until the date on which the Committee meets in February 2012. Except as provided under Paragraph 5 of this Agreement, restrictions shall lapse on any Performance Shares earned by the Executive during the Performance Period on the date the Committee meets in February 2012, provided the Executive is actively employed on that date. Except for shares withheld by the Company as provided in Paragraph 4, the Company shall then cause its parent, Xxxxxx Industries, Ltd., to issue a stock certificate or book entry shares in the Executive’s name for the number of shares of Common Stock equal to the Performance Shares earned by the Executive upon lapse of the forfeiture restrictions set forth in Paragraph 3(a). The Company shall then provide stock certificate or book-entry shares to the Executive on or before March 15, 2012.

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