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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

	Filed by the Registrant   x
	Filed by a Party other than the Registrant   o
	Check the appropriate box:

	o   Preliminary Proxy Statement
	o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x   Definitive Proxy Statement
	o   Definitive Additional Materials
	o   Soliciting Material Pursuant to §240.14a-12

PG&E Corporation

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SEC 1913 (02-02)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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		PG&E Corporation and Pacific Gas and Electric Company   Joint Notice of 2007 Annual Meetings  • Joint Proxy Statement

	March 13, 2007
	To the Shareholders of PG&E Corporation and Pacific Gas and Electric Company:
	You are cordially invited to attend the 11th annual meeting of PG&E Corporation and the 101st annual meeting of Pacific Gas and Electric Company. The meetings will be held concurrently on Wednesday, April 18, 2007, at 10:00 a.m., at the San Ramon Valley Conference Center, 3301 Crow Canyon Road, San Ramon, California.
	The accompanying Joint Proxy Statement contains information about matters to be considered at both the PG&E Corporation and Pacific Gas and Electric Company annual meetings. At the annual meetings, PG&E Corporation and Pacific Gas and Electric Company shareholders will be asked to vote on the election of directors and ratification of the appointment of the independent registered public accounting firm for 2007 for each company. The Boards of Directors and management of PG&E Corporation and Pacific Gas and Electric Company recommend that you vote “FOR” the nominees for directors and the ratification of the appointment of Deloitte & Touche LLP as each company’s independent registered public accounting firm for 2007, as set forth in the Joint Proxy Statement.
	PG&E Corporation shareholders also will be asked to vote on the proposals submitted by individual PG&E Corporation shareholders described in the Joint Proxy Statement. For the reasons stated in the Joint Proxy Statement, the PG&E Corporation Board of Directors and management recommend that PG&E Corporation shareholders vote “AGAINST” these proposals.
	Your vote on the business at the annual meetings is important. For your convenience, we offer you the option of submitting your proxy and voting instructions over the Internet, by telephone, or by mail. Whether or not you plan to attend, please vote as soon as possible so that your shares can be represented at the annual meetings.
	Sincerely,
	Peter A. Darbee
	Chairman of the Board, Chief Executive Officer,
	and President of PG&E Corporation
	Chairman of the Board of
	Pacific Gas and Electric Company

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Joint Notice of Annual Meetings of Shareholders
Joint Proxy Statement				1
	Questions and Answers			1
	Corporate Governance Guidelines			7
	Item No. 1:       Election of Directors			13
	Information Regarding the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company			17
	Item No. 2:       Ratification of Appointment of the Independent Registered Public Accounting Firm			31
	Information Regarding the Independent Registered Public Accounting Firm for PG&E Corporation and Pacific Gas and Electric Company			32
	Item Nos. 3 and 4: PG&E Corporation Shareholder Proposals (To Be Voted on by PG&E Corporation Shareholders Only)			34
	Compensation Discussion and Analysis			37
	Compensation Committee Report			45
	Executive Officer Compensation Information			46
	Report of the Audit Committees			62
	Other Information			63
	Map and Directions to the PG&E Corporation and Pacific Gas and Electric Company Joint Annual Meeting			64

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1.	For PG&E Corporation and Pacific Gas and Electric Company shareholders, to elect the following 10 and 11 directors, respectively, to each Board for the ensuing year:

David R. Andrews		Peter A. Darbee		Mary S. Metz
Leslie S. Biller		Maryellen C. Herringer		Barbara L. Rambo
David A. Coulter		Thomas B. King*		Barry Lawson Williams
C. Lee Cox		Richard A. Meserve
* Thomas B. King is a nominee for director of Pacific Gas and Electric Company only.

2.	For PG&E Corporation and Pacific Gas and Electric Company shareholders, to ratify each Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2007 for PG&E Corporation and Pacific Gas and Electric Company,
3.	For PG&E Corporation shareholders only, to act upon proposals submitted by PG&E Corporation shareholders and described on pages 34 through 36 of the Joint Proxy Statement, and
4.	For PG&E Corporation and Pacific Gas and Electric Company shareholders, to transact any other business that may properly come before the meetings and any adjournments or postponements of the meetings.

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1.	Over the Internet at http://www.proxyvoting.com/pcg,
2.	By telephone by calling toll-free 1-866-540-5760, and
3.	By completing your proxy card and mailing it in the enclosed postage-paid envelope.

Item						Board’s Voting
No.				Description		Recommendation
	1			Election of Directors			For all nominees
	2			Ratification of Appointment of the Independent Registered Public Accounting Firm			For this proposal
	3-4			Shareholder Proposals		Against these proposals

Item						Board’s Voting
No.				Description		Recommendation
	1			Election of Directors			For all nominees
	2			Ratification of Appointment of the Independent Registered Public Accounting Firm			For this proposal

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1.	A brief description of the candidate,
2.	The candidate’s name, age, business address, and residence address,
3.	The candidate’s principal occupation and the class and number of shares of the company’s stock owned by the candidate, and
4.	Any other information that would be required under the rules of the Securities and Exchange Commission in a proxy statement listing the candidate as a nominee for director.

1.	A brief description of your nomination,
2.	Your name and address, as they appear in the company’s records,
3.	The class and number of shares of the company’s stock that you own,
4.	Any material interest you may have in the nomination,
5.	The nominee’s name, age, business address, and residence address,
6.	The nominee’s principal occupation and the class and number of shares of the company’s stock owned by the nominee, and
7.	Any other information that would be required under the rules of the Securities and Exchange Commission in a proxy statement listing the nominee as a candidate for director.

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•	PG&E Corporation’s and Pacific Gas and Electric Company’s codes of conduct and ethics that apply to each company’s directors and employees, including executive officers,
•	PG&E Corporation’s and Pacific Gas and Electric Company’s Corporate Governance Guidelines, and
•	Charters of key Board committees, including charters for the companies’ Audit Committees, Executive Committees, the PG&E Corporation Finance Committee, the PG&E Corporation Nominating, Compensation, and Governance Committee, and the PG&E Corporation Public Policy Committee.

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1.	Election of Directors

	All members of the Board of Directors of PG&E Corporation (the “Corporation”) are elected each year and serve one-year terms. Directors are not elected for multiple-year, staggered terms.

2.	Composition of the Board

The Board’s membership is composed of qualified, dedicated, ethical, and highly regarded individuals who have experience relevant to the Corporation’s operations and understand the complexities of the Corporation’s business environment. The Board seeks to include a diversity of backgrounds, perspectives, and skills among its members. No member of the Board of Directors may be an employee of the American Stock Exchange or a floor member of that exchange.

3.	Independence of Directors

	All members of the Board have a fiduciary responsibility to represent the best interests of the Corporation and all of its shareholders.
	At least 75 percent of the Board is composed of independent directors, defined as directors who (1) are neither current nor former officers or employees of nor consultants to the Corporation or its subsidiaries, (2) are neither current nor former officers or employees of any other corporation on whose board of directors any officer of the Corporation serves as a member, and (3) otherwise meet the definition of “independence” set forth in applicable stock exchange rules. The Board must affirmatively determine whether a director is independent, and may develop categorical standards to assist the Board in determining whether a director has a material relationship with the Corporation, and thus is not independent. Such standards are set forth in Exhibit A to these Corporate Governance Guidelines. As provided in Article III, Section 1 of the Corporation’s Bylaws, the Chairman of the Board and the President are members of the Board.

4.	Selection of Directors

The Board nominates directors for election at the annual meeting of shareholders and selects directors to fill vacancies which occur between annual meetings. The Nominating, Compensation, and Governance Committee, in consultation with the Chairman of the Board and the Chief Executive Officer (CEO) (if the Chairman is not the CEO), reviews the qualifications of the Board candidates and presents recommendations to the full Board for action.

5.	Characteristics of Directors

The Nominating, Compensation, and Governance Committee annually reviews with the Board, and submits for Board approval, the appropriate skills and characteristics required of Board members in the context of the current composition of the Board. In conducting this assessment, the Committee considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Corporation.

6.	Selection of the Chairman of the Board and the Chief Executive Officer

	The Chairman of the Board and the Chief Executive Officer are elected by the Board.

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Based on the circumstances existing at a time that there is a vacancy in the office of either the Chairman of the Board or the Chief Executive Officer, the Board will consider whether the role of Chief Executive Officer should be separate from that of Chairman of the Board, and, if the roles are separate, whether the Chairman should be selected from the independent directors or should be an employee of the Corporation.

7.	Assessing the Board’s and Committees’ Performance

The Nominating, Compensation, and Governance Committee oversees the process for evaluating and assessing the performance of the Board, including Board committees. The Board conducts an evaluation at least annually to determine whether it and its committees are functioning effectively. The Board evaluation includes an assessment of the Board’s contribution as a whole and specific areas in which the Board and/or management believes a better contribution could be made. The purpose of the review is to increase the effectiveness of the Board as a whole, not to discuss the performance of individual directors. The Audit Committee and the Nominating, Compensation, and Governance Committee conduct annual evaluations, and any other permanent Board committee that meets on a regular basis conducts periodic evaluations. The Board committees provide the results of any evaluation to the Nominating, Compensation, and Governance Committee, which will review those results and provide them to the Board for consideration in the Board’s evaluation.

8.	Size of the Board

	As provided in paragraph I of Article Third of the Corporation’s Articles of Incorporation, the Board is composed of no less than 7 and no more than 13 members. The exact number of directors is determined by the Board based on its current composition and requirements, and is specified in Article II, Section 1 of the Corporation’s Bylaws.

9.	Advisory Directors

The Board may designate future directors as advisory directors in advance of their formal election to the Board. Advisory directors attend Board and committee meetings, and receive the same compensation as regular directors. They do not, however, vote on matters before the Board. In this manner, they become familiar with the Corporation’s business before assuming the responsibility of serving as a regular director.

10.	Directors Who Change Responsibilities

	Directors shall offer their resignations when they change employment or the major responsibilities they held when they joined the Board. This does not mean that such directors should leave the Board. However, the Board, via the Nominating, Compensation, and Governance Committee, should have the opportunity to review the appropriateness of such directors’ nomination for re-election to the Board under these circumstances.
	Directors who are officers of the Corporation also shall offer their resignations upon retirement or other termination of active PG&E Corporation employment.

11.	Retirement Age

	The Board may not designate any person as a candidate for election or re-election as a director after such person has reached the age of 70.

12.	Compensation of Directors

	The Board sets the level of compensation for directors, based on the recommendation of the Nominating, Compensation, and Governance Committee, and taking into account the impact of compensation on director independence. Directors who are also current employees of the Corporation receive no additional compensation for service as directors.
	The Nominating, Compensation, and Governance Committee reviews periodically the amount and form of compensation paid to directors, taking into account the compensation paid to directors of other comparable U.S. companies. The Committee conducts its review with the assistance of outside experts in the field of executive compensation.

13.	Director Stock Ownership Guidelines

In order to more closely align the interests of directors and the Corporation’s shareholders, directors are encouraged to own a significant equity interest in the Corporation within a reasonable time after election to the Board. A director should own shares of the Corporation’s common stock having a dollar value of at least $200,000, measured at the time the stock is acquired or on the first business day of January 2007, whichever is later. A director should achieve this ownership target within five years from the date of his or her election to the Board or the adoption of these guidelines (December 20, 2006), whichever is later. For

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	purposes of calculating a director’s level of share ownership, the following are included: (1) shares of PG&E Corporation common stock beneficially owned by the director (as determined in accordance with the rules of the Securities and Exchange Commission), and (2) PG&E Corporation restricted stock units and common stock equivalents held by the director.

14.	Meetings of the Board

	As provided in Article II, Section 4 of the Corporation’s Bylaws, the Board meets regularly on previously determined dates. Board meetings shall be held at least quarterly. As provided in Article II, Section 5 of the Bylaws, the Chairman of the Board, the President, the Chair of the Executive Committee, or any five directors may call a special meeting of the Board at any time.
	Each Board member is expected to regularly attend Board meetings and meetings of the committees on which the director serves (either in person or by telephone or other similar communication equipment), and to attend annual meetings of the Corporation’s shareholders. Pursuant to proxy disclosure rules, the Corporation’s proxy statement identifies each director who during the last fiscal year attended fewer than 75 percent of the aggregate of the total number of meetings of the Board and each Board committee on which the director served.

15.	Lead Director

The Chair of the Nominating, Compensation, and Governance Committee shall be the lead director, and shall be selected by the independent directors. The lead director shall act as a liaison between the Chairman of the Board and the independent directors, and shall preside at all meetings at which the Chairman is not present. The lead director approves the agendas and schedules for meetings of the Board, and approves information sent to the members of the Board. The lead director has authority to call special meetings of the independent directors.

16.	Meetings of Independent Directors

	The independent directors meet at each regularly scheduled Board meeting in executive session. These executive session meetings are chaired by the lead director. Following each such meeting, the lead director, or one or more other independent directors designated by the lead director, has a discussion with the Chairman of the Board (if the Chairman is not an independent director) and the Chief Executive Officer (if the Chairman is not the CEO) regarding the executive session meeting.
	The Chair of the Nominating, Compensation, and Governance Committee, as lead director, establishes the agenda for each executive session meeting of independent directors, and also determines which, if any, other individuals, including members of management and independent advisors, should attend each such meeting.

17.	Board Agenda Items

	The Chairman of the Board, in consultation with the Chief Executive Officer (if the Chairman is not the CEO), establishes the agenda for each meeting.
	Board members are encouraged to suggest the inclusion of items on the agenda.

18.	Board Materials and Presentations

The agenda for each meeting is provided in advance of the meeting, together with written materials on matters to be presented for consideration, for the directors’ review prior to the meeting. As a general rule, written materials are provided in advance on all matters requiring Board action. Written materials are concise summaries of the relevant information, designed to provide a foundation for the Board’s discussion of key issues and make the most efficient use of the Board’s meeting time. Directors may request from the Chairman of the Board and the Chief Executive Officer (if the Chairman is not the CEO) any additional information they believe to be necessary to perform their duties.

19.	Regular Attendance of Non-Directors at Board Meetings

	Members of management, as designated by the Chairman of the Board and the Chief Executive Officer (if the Chairman is not the CEO), attend each meeting of the Board.

20.	Board Committees

	The Board establishes committees to assist the Board in overseeing the affairs of the Corporation.
	Currently, there are five committees. The Executive Committee exercises all powers of the Board (subject to the provisions of law and limits imposed by the Board) and meets only at such times as it is infeasible to convene a meeting of the full Board. The Audit Committee, the Finance Committee, the Nominating, Compensation, and Governance Committee, and the Public Policy

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	Committee are each responsible for defined areas delegated by the Board.

21.	Membership of Board Committees

	All permanent Board committees, other than the Executive Committee, are chaired by independent directors. Each independent committee chair shall act as a liaison between the Chairman of the Board and the respective committee, and shall preside at all meetings of that committee. Each independent committee chair approves the agendas and schedules for meetings of the respective committee, and approves information sent to the committee members. Each independent committee chair has authority to call special meetings of the respective committee.
	The Audit Committee, the Finance Committee, the Nominating, Compensation, and Governance Committee, and the Public Policy Committee are composed entirely of independent directors, as defined in Section 3 of these guidelines.
	Members of the Audit Committee also must satisfy the audit committee independence and qualification requirements established by the Securities and Exchange Commission and any stock exchange on which securities of the Corporation or Pacific Gas and Electric Company are listed. If an Audit Committee member simultaneously serves on the audit committees of three or more public companies other than the Corporation and its subsidiaries, that Committee member must inform the Corporation’s Board of Directors and, in order for that member to continue serving on the Corporation’s Audit Committee, the Board of Directors must affirmatively determine that such simultaneous service does not impair the ability of that member to serve effectively on the Corporation’s Audit Committee.

22.	Appointment of Committee Members

	The composition of each committee is determined by the Board of Directors.
	The Nominating, Compensation, and Governance Committee, after consultation with the Chairman of the Board and the Chief Executive Officer (if the Chairman is not the CEO) and with consideration of the wishes of the individual directors, recommends to the full Board the chairmanship and membership of each committee.

23.	Committee Agenda Items

	The chair of each committee, in consultation with the appropriate members of management, establishes the agenda for each meeting.
	At the beginning of the year, each committee issues a work plan of subjects to be discussed during the year, to the extent such subjects can be foreseen. Copies of these annual work plans are provided to all directors.

24.	Committee Materials and Presentations

	The agenda for each committee meeting is provided in advance of the meeting, together with written materials on matters to be presented for consideration, for the committee members’ review prior to the meeting. As a general rule, written materials are provided in advance on all matters to be presented for committee action.

25.	Attendance at Committee Meetings

	The chair of each committee, after consultation with the Chairman of the Board and the Chief Executive Officer (if the Chairman is not the CEO), determines the appropriate members of management to attend each meeting of the Committee.
	Any director or advisory director may attend any meeting of any committee with the concurrence of the committee chair.

26.	Formal Evaluation of the Chief Executive Officer

	The independent directors annually review and evaluate the performance of the Chief Executive Officer. The review is based upon objective criteria, including the performance of the business and accomplishment of objectives previously established in consultation with the Chief Executive Officer.
	The results of the review and evaluation are communicated to the Chief Executive Officer by the Chair of the Nominating, Compensation, and Governance Committee, and are used by that Committee and the Board when considering the compensation of the CEO.

27.	Management Development and Succession Planning

	The Chief Executive Officer reports annually to the Board on management development and succession planning. This report includes the CEO’s recommendation for a successor should the CEO become unexpectedly disabled.

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28.	Communications with External Entities

	The Chief Executive Officer is responsible for all communications with the media, the financial community, or other external entities pertaining to the affairs of the Corporation. Directors refer any inquiries from such entities to the CEO for handling.

29.	Access to Independent Advisors

	The Board of Directors and its committees have the right to retain independent outside financial, legal, or other advisors, as necessary and appropriate. The Corporation shall bear the costs of retaining such advisors.

30.	Director Orientation and Continuing Education

	The Corporation provides information to new directors on subjects that would assist them in discharging their duties, and periodically provides briefing sessions or materials for all directors on such subjects.

31.	Communications with Shareholders

The Chair of the Nominating, Compensation, and Governance Committee shall be designated as the director who receives written communications from the Corporation’s shareholders, in care of the Corporate Secretary. The Corporate Secretary shall forward to the Chair of the Nominating, Compensation, and Governance Committee any shareholder communications addressed to the Board of Directors as a body or to all the directors in their entirety, and such other communications as the Corporate Secretary, in his or her discretion, determines is appropriate.

32.	Legal Compliance and Business Ethics

The Board of Directors is responsible for exercising reasonable oversight with respect to the implementation and effectiveness of the Corporation’s legal compliance and ethics program. In that role, the Board of Directors shall be knowledgeable about the content and operation of the Corporation’s compliance and ethics program, but may delegate more detailed oversight to a committee of the Board of Directors.

•	If a director is a current or former employee of the Corporation.
•	If a member of the director’s immediate family is or was employed as a Section 16 Officer of the Corporation, unless such employment ended more than three years ago.

•	If a director is a consultant to the Corporation.
•	If a director or his or her immediate family member receives, or during the past three years received, more than $100,000 per year or rolling 12-month period in direct compensation from the Corporation. “Direct compensation” does not include director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on

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	continued service) or compensation received by a director’s immediate family member for service as an employee (unless the immediate family member received compensation for services as a Section 16 Officer, in which case the director has a material relationship with the Corporation).

•	If a director or his or her immediate family member is, or during the past three years was, affiliated with, or employed by, a firm that serves or served during the past three years as the Corporation’s internal or external auditor.

•	If a director is a current or former officer or employee of any other company on whose board of directors any officer of the Corporation serves as a member.
•	If a director’s immediate family member is, or during the past three years was, employed by another company where any of the Corporation’s present Section 16 Officers concurrently serves on that company’s compensation committee.

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If a director is a current Section 16 Officer or employee, or his or her immediate family member is a current Section 16 Officer, of a company (which does not include charitable, non-profit, or tax-exempt entities) that makes payments to, or receives payments from, the Corporation for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2 percent of such other company’s consolidated gross revenues, during any of the past three years. The director is not “independent” until three years after falling below such threshold. (Both the payments and the consolidated gross revenues to be measured shall be those reported in the last completed fiscal year. The look-back provision for this test applies solely to the financial relationship between the Corporation and the director’s or immediate family member’s current employer; the Corporation need not consider former employment of the director or immediate family member.)

•	If the director (or a relative) is a trustee, director, or employee of a charitable or non-profit organization that receives grants or endowments from the Corporation or its affiliates exceeding the greater of $200,000 or 2 percent of the recipient’s gross revenues during the Corporation’s or the recipient’s most recent completed fiscal year.

•	“Immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers-and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home, or is financially dependent on such person.
•	“Corporation” includes any consolidated subsidiaries or parent companies.
•	“Section 16 Officer” means “officer” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, and includes the president, the principal financial officer, the principal accounting officer, any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policymaking function, or any other person who performs similar policymaking functions for that company.

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		David R. Andrews Mr. Andrews is retired Senior Vice President, Government Affairs, General Counsel, and Secretary of PepsiCo, Inc. (food and beverage businesses). He held that position from February 2002 to November 2004. Prior to joining PepsiCo, Inc., Mr. Andrews was a partner in the law firm of McCutchen, Doyle, Brown & Enersen, LLP from May 2000 to January 2002 and from 1981 to July 1997. From August 1997 to April 2000, he served as the legal advisor to the U.S. Department of State. Mr. Andrews, 65, has been a director of PG&E Corporation and Pacific Gas and Electric Company since 2000. He also is a director of the James Campbell Company LLC and UnionBanCal Corporation.
		Leslie S. Biller Mr. Biller is retired Vice Chairman and Chief Operating Officer of Wells Fargo & Company (financial services and retail banking). Mr. Biller held that position from November 1998 until his retirement in October 2002. Mr. Biller, 58, was an advisory director of PG&E Corporation and Pacific Gas and Electric Company from January 2003 to February 2004, and has been a director of PG&E Corporation and Pacific Gas and Electric Company since February 2004. He also is a director of Ecolab Inc., Knowledge Schools Inc., and Knowledge Universe Education.
		David A. Coulter Mr. Coulter is Managing Director and Senior Advisor of Warburg Pincus LLC (global private equity firm) and has held that position since November 2005. Prior to joining Warburg Pincus LLC, Mr. Coulter was Vice Chairman of JPMorgan Chase & Co. (financial services and retail banking) from January 2001 until his retirement in September 2005. Prior to the merger with J.P. Morgan & Co. Incorporated, he was Vice Chairman of The Chase Manhattan Corporation (bank holding company) from August 2000 to December 2000. He was a partner in the Beacon Group, L.P. (investment banking firm) from January 2000 to July 2000, and was Chairman and Chief Executive Officer of BankAmerica Corporation and Bank of America NT&SA from May 1996 to October 1998. Mr. Coulter, 59, has been a director of PG&E Corporation and Pacific Gas and Electric Company since 1996. He also is a director of First Data Corporation and Strayer Education, Inc.
		C. Lee Cox Mr. Cox is retired Vice Chairman of AirTouch Communications, Inc. and retired President and Chief Executive Officer of AirTouch Cellular (cellular telephone and paging services). He was an executive officer of AirTouch Communications, Inc. and its predecessor, PacTel Corporation, from 1987 until his retirement in April 1997. Mr. Cox, 65, has been a director of PG&E Corporation and Pacific Gas and Electric Company since 1996.
		Peter A. Darbee Mr. Darbee is Chairman of the Board, Chief Executive Officer, and President of PG&E Corporation and Chairman of the Board of Pacific Gas and Electric Company and has held those positions since January 2006. He was President and Chief Executive Officer of PG&E Corporation from January 2005 to December 2005 and Senior Vice President and Chief Financial Officer of PG&E Corporation from September 1999 to December 2004. Mr. Darbee, 54, has been a director of PG&E Corporation and Pacific Gas and Electric Company since January 2005.

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		Maryellen C. Herringer Ms. Herringer is an attorney-at-law. She held various executive positions at APL Limited (intermodal shipping and rail transportation company) from 1991 until it was acquired by Neptune Orient Lines in December 1997, most recently serving as Executive Vice President, General Counsel, and Secretary. Prior to joining APL Limited, Ms. Herringer was a partner in the law firm of Morrison & Foerster. Ms. Herringer, 63, has been a director of PG&E Corporation and Pacific Gas and Electric Company since October 2005. She also is a director of ABM Industries Incorporated and Wachovia Corporation.
		Thomas B. King* Mr. King is Chief Executive Officer of Pacific Gas and Electric Company and a Senior Vice President of PG&E Corporation, and has held those positions since January 1, 2006. He held various executive positions at Pacific Gas and Electric Company from November 2003 to December 2005, most recently serving as President and Chief Executive Officer. Prior to joining Pacific Gas and Electric Company, he was a Senior Vice President of PG&E Corporation from January 1999 to October 2003. From July 2000 to July 2003, he also held various executive positions at PG&E National Energy Group, Inc., a former subsidiary of PG&E Corporation. Mr. King, 45, has been a director of Pacific Gas and Electric Company since January 2006.
		Richard A. Meserve Dr. Meserve is President of the Carnegie Institution of Washington (scientific research institution) and has held that position since April 2003. He also has served as Senior Of Counsel to the law firm of Covington & Burling LLP since April 2004 and was a partner in that firm from 1984 through 1999. Prior to joining the Carnegie Institution of Washington, Dr. Meserve was Chairman of the U.S. Nuclear Regulatory Commission from October 1999 to March 2003. Dr. Meserve, 62, has been a director of PG&E Corporation and Pacific Gas and Electric Company since December 2006.
		Mary S. Metz Dr. Metz is retired President of S. H. Cowell Foundation and held that position from January 1999 to March 2005. She is Dean Emerita of University Extension of the University of California, Berkeley, and President Emerita of Mills College. Dr. Metz, 69, has been a director of Pacific Gas and Electric Company since 1986 and a director of PG&E Corporation since 1996. She also is a director of AT&T Inc., Longs Drug Stores Corporation, and UnionBanCal Corporation.
		Barbara L. Rambo Ms. Rambo is Vice Chairman of Nietech Corporation (payments technology company) and has held that position since October 2006. Ms. Rambo joined Nietech in November 2002 as President and Chief Executive Officer. Prior to joining Nietech, she served as Chairman and Chief Executive Officer of OpenClose Technologies (financial services company) from July 2001 to December 2001 and January 2000 to June 2001, respectively. Ms. Rambo served as Group Executive Vice President of Bank of America from 1993 to 1998 and held various positions of responsibility with the Bank since 1974. Ms. Rambo, 54, has been a director of PG&E Corporation and Pacific Gas and Electric Company since January 2005. She also is a director of The Gymboree Corporation.

*	Thomas B. King is a nominee for director of Pacific Gas and Electric Company only.

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		Barry Lawson Williams Mr. Williams is President of Williams Pacific Ventures, Inc. (business investment and consulting) and has held that position since 1987. He also served as interim President and Chief Executive Officer of the American Management Association (management development organization) from November 2000 to June 2001. Mr. Williams, 62, has been a director of Pacific Gas and Electric Company since 1990 and a director of PG&E Corporation since 1996. He also is a director of CH2M Hill Companies, Ltd., The Northwestern Mutual Life Insurance Company, R.H. Donnelley Corporation, The Simpson Manufacturing Company Inc., and SLM Corporation.

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•	Do not have any material relationship with either PG&E Corporation or Pacific Gas and Electric Company that would interfere with the exercise of independent judgment,
•	Are “independent” as defined by applicable New York Stock Exchange and American Stock Exchange rules, and
•	Satisfy each of the categorical standards adopted by the Boards for determining whether a specific relationship is “material” and a director is independent. Those categorical standards are set forth as Exhibit A to the Corporate Governance Guidelines, which can be found on pages 11 and 12 of this Joint Proxy Statement and in the Corporate Governance section of PG&E Corporation’s website, www.pgecorp.com, or Pacific Gas and Electric Company’s website, www.pge.com.

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Nominating,

Compensation,

Public

Executive

Audit

Finance

and Governance

Policy

Committees

Committees

Committee

Committee

Committee

Non-Employee Directors:

D. R. Andrews

X

X

L. S. Biller

X

X

D. A. Coulter

X

X

*

X

C. L. Cox

X

X

X

*(1)

M. C. Herringer

X

X

R. A. Meserve

X

M. S. Metz

X

X

X

*

B. L. Rambo

X

X

B. L. Williams

X

X

*(2)

X

X

Employee Directors:

P. A. Darbee

X

*

T. B. King

X

(3)

Number of Meetings in 2006 (PG&E Corporation/ Pacific Gas and Electric Company where applicable)

0/0

4/4

5

5

3

*	Committee Chair

(1)	Lead director
(2)	Audit Committee financial expert as defined by the Securities and Exchange Commission
(3)	Member of the Pacific Gas and Electric Company Executive Committee only

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•	Are responsible for the selection, appointment, compensation, and oversight of the work of the independent registered public accounting firm that PG&E Corporation and Pacific Gas and Electric Company, as applicable, employ to prepare or issue audit reports or perform related work,
•	Satisfy themselves as to the independence and competence of the appropriate company’s independent registered public accounting firm,
•	Pre-approve all auditing and non-auditing services that the independent registered public accounting firm provides to PG&E Corporation and Pacific Gas and Electric Company, as applicable,
•	Review and discuss with the independent registered public accounting firm, and with the appropriate company’s officers and internal auditors, the scope and results of the independent registered public accounting firm’s audit work, consolidated quarterly and annual financial statements, the quality and effectiveness of internal controls, and compliance with laws, regulations, policies, and programs, and
•	Make further inquiries as they deem necessary or desirable to inform themselves of the affairs of the companies and their subsidiaries.

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•	Long-term financial and investment plans and strategies,
•	Annual financial plans,
•	Dividend policy,
•	Short-term and long-term financing plans,
•	Proposed capital projects,
•	Proposed divestitures,
•	Strategic plans and initiatives,
•	Major commercial banking, investment banking, financial consulting, and other financial relationships of PG&E Corporation or its subsidiaries, and
•	Risk management activities.

•	The selection and compensation of directors,
•	Employment, compensation, and benefits policies and practices,
•	The development, selection, and compensation of policy-making officers, and
•	Corporate governance matters, including the performance and effectiveness of the Boards and the companies’ governance principles and practices.

•	Reviews and acts upon the compensation of officers of PG&E Corporation and its subsidiaries, although the Committee has delegated to the PG&E Corporation Chief Executive Officer the authority to approve compensation for certain officers,
•	Recommends to the independent members of the appropriate Board of Directors the compensation of the Chief Executive Officers of PG&E Corporation and Pacific Gas and Electric Company,
•	Reviews long-range planning for executive development and succession,

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•	Reviews the composition and performance of the Boards of PG&E Corporation and Pacific Gas and Electric Company, and
•	Reviews the Corporate Governance Guidelines of PG&E Corporation and Pacific Gas and Electric Company.

•	Protection and improvement of the quality of the environment,
•	Charitable and community service organizations and activities,

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•	Political contributions,
•	Equal opportunity in hiring and promoting employees, and
•	Development of minority-owned and women-owned businesses as suppliers to PG&E Corporation, Pacific Gas and Electric Company, and their subsidiaries.

•	Target total compensation (i.e., retainer, meeting fees, chairperson retainer, and equity) should be equal to the average of the comparator group;
•	Director compensation should be set for two-year periods, to achieve the preceding objective at the midpoint of each period; and
•	Target total compensation for the Audit Committees and their Chair should reflect a premium to account for their growing responsibility and accountability due to new stock exchange requirements and legislation.

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		Fees Earned or				Stock				Option				All Other
		Paid in Cash				Awards				Awards				Compensation				Total
Name		($)(1)				($)(2)				($)(3)				($)(4)				($)
D. R. Andrews		$	73,500			$	18,000			$	51,849			$	95			$	143,444
L. S. Biller		$	78,750			$	38,000			$	27,090			$	95			$	143,935
D. A. Coulter		$	78,750			$	48,000			$	0			$	95			$	126,845
C. L. Cox		$	126,500			$	48,000			$	0			$	95			$	174,595
M. C. Herringer		$	73,500			$	9,750			$	5,077			$	95			$	88,422
R. A Meserve(5)		$	3,217			$	0			$	0			$	3			$	3,220
M. S. Metz		$	81,000			$	48,000			$	0			$	2,555			$	131,555
B. L. Rambo		$	76,500			$	30,000			$	0			$	95			$	106,595
B. L. Williams		$	137,500			$	18,000			$	51,849			$	2,595			$	209,944

(1)	Each non-employee director received $45,000 in annual retainers, except that Dr. Meserve (who was elected as a director on December 20, 2006) received a pro-rated retainer of $1,467. The Chairs of the Finance Committee (Mr. Coulter) and the Public Policy Committee (Dr. Metz) each received an additional $7,500 in annual retainers. The Chair of the Audit Committees (Mr. Williams) and the Chair of the Nominating, Compensation, and Governance Committee, who is the lead director (Mr. Cox), each received an additional $50,000 in annual retainers. Non-employee directors also received a fee of $1,750 for each Board or Board committee meeting attended, except that members of the Audit Committees received a fee of $2,750 for each Audit Committee meeting attended. Total meeting fees were: Mr. Andrews $28,500, Mr. Biller $33,750, Mr. Coulter $26,250, Mr. Cox $31,500, Ms. Herringer $28,500, Dr. Meserve $1,750, Dr. Metz $28,500, Ms. Rambo $31,500, and Mr. Williams $42,500.
(2)	Represents the 2006 compensation cost of restricted stock, phantom stock, and restricted stock units granted in 2006 and prior years, measured in accordance with Statement of Financial Accounting Standards (SFAS) No. 123R, without taking into account an estimate of forfeitures related to service conditions. In 2006, each non-employee director except Dr. Meserve (who was elected as a director on December 20, 2006) received 800 shares of restricted stock with a grant date value of $29,976. Mr. Biller, Mr. Coulter, Mr. Cox, Dr. Metz, and Ms. Rambo each received 801 restricted stock units with a grant date value of $30,000. Ms. Herringer received 400 restricted stock units with a grant date value of $15,000. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2006 was: Mr. Andrews 2,926, Mr. Biller 3,617, Mr. Coulter 11,007, Mr. Cox 6,132, Ms. Herringer 1,210, Dr. Meserve 0, Dr. Metz 8,530, Ms. Rambo 3,309, and Mr. Williams 3,421.
(3)	Represents the 2006 compensation cost of stock options granted in 2006 and prior years, measured in accordance with SFAS No. 123R, without taking into account an estimate of forfeitures related to service conditions. Assumptions used in determining the grant date fair value are set forth in the Stock Options section of Note 14 to the Consolidated Financial Statements in the 2005 and 2006 Annual Reports to Shareholders of PG&E Corporation and Pacific Gas and Electric Company. In 2006, Mr. Andrews and Mr. Williams each received 4,983 stock options with a grant date value of $40,626 and Ms. Herringer received 2,491 stock options with a grant date value of $20,309. The exercise price of the stock options, $37.47, is the closing price of PG&E Corporation common stock on the January 3, 2006 grant date. The aggregate number of option awards outstanding for each non-employee director at December 31, 2006 was: Mr. Andrews 24,167, Mr. Biller 9,290, Mr. Coulter 0, Mr. Cox 26,971, Ms. Herringer 2,491, Dr. Meserve 0, Dr. Metz 15,626, Ms. Rambo 0, and Mr. Williams 38,802.
(4)	Represents (i) premiums paid for accidental death and dismemberment insurance, and (ii) matching gifts to qualified educational and environmental nonprofit organizations pursuant to the PG&E Corporation Matching Gifts Program, which each year establishes a set fund for matching eligible gifts made by employees and directors on a dollar-for-dollar basis, up to a total of $2,500 per calendar year per individual (Dr. Metz $2,460 and Mr. Williams $2,500).
(5)	Dr. Meserve was elected as a director of PG&E Corporation and Pacific Gas and Electric Company on December 20, 2006.

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•	Restricted shares of PG&E Corporation common stock valued at $30,000 (based on the closing price of PG&E Corporation common stock on the first business day of the year), and
•	A combination, as elected by the director, of non-qualified stock options and restricted stock units with a total value of $30,000, based on increments valued at $5,000.

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•	Upon Pacific Gas and Electric Company’s emergence from Chapter 11 in April 2004, the company placed into the Goldman Sachs FS Federal Fund 520 (Goldman Fund) a portion of the total funds placed in escrow at Deutsche Bank for possible payment to members of Class 6 in the company’s Chapter 11 case. This investment was made before GSAM obtained greater than 5 percent of PG&E Corporation’s stock. As of December 31, 2006, Pacific Gas and Electric Company held $242.7 million in the Goldman Fund, out of the total $1.25 billion in Class 6 settlement funds placed in escrow at Deutsche Bank. For 2006, it is estimated that GSAM earned approximately $500,000 from management of Pacific Gas and Electric Company’s investment in the Goldman Fund. The company’s investment in the Goldman Fund will be reduced to the extent that (i) Class 6 claims are settled, or (ii) alternate investment funds are selected.
•	GSAM manages the Goldman Sachs Asset Management Core Flex Fund (Goldman Core Fund). Approximately $270 million in the PG&E Corporation Retirement Master Trust and approximately $35 million in the Pacific Gas and Electric Company Post-Retirement Medical Trust for Bargaining-Unit Employees are invested in the Goldman Core Fund. Investment decisions for these pension trusts are made by the PG&E Corporation Employee Benefit Committee, which is comprised of officers from PG&E Corporation and Pacific Gas and Electric Company. For 2006, it is estimated that GSAM earned approximately $1 million in fees from management of this investment. Such management services are expected to continue in the future.

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		Beneficial Stock				Percent of				Common Stock
Name		Ownership(1)(2)(3)				Class(4)				Equivalents(5)				Total
David R. Andrews(6)			18,879				*				812				19,691
Leslie S. Biller(6)			6,542				*				10,399				16,941
David A. Coulter(6)			8,702				*				34,192				42,894
C. Lee Cox(6)			65,957				*				6,495				72,452
Peter A. Darbee(7)			231,877				*				11,153				243,030
Maryellen C. Herringer (6)			3,746				*				2,159				5,905
Thomas B. King(8)			189,105				*				10,125				199,230
Richard A. Meserve(6)			846				*				0				846
Mary S. Metz(6)			26,648				*				7,302				33,950
Barbara L. Rambo(6)			2,554				*				0				2,554
Barry Lawson Williams (6)			37,772				*				6,918				44,690
Christopher P. Johns(9)			107,607				*				23,830				131,437
Leslie H. Everett(9)			34,156				*				0				34,156
Kent M. Harvey(10)			47,146				*				5,211				52,357
Thomas E. Bottorff(11)			50,811				*				58				50,869
All PG&E Corporation directors and executive officers as a group (17 persons)			834,863				*				118,595				953,458
All Pacific Gas and Electric Company directors and executive officers as a group (21 persons)			1,051,896				*				113,442				1,165,338

	*	Less than 1 percent

	(1)	This column includes any shares held in the name of the spouse, minor children, or other relatives sharing the home of the listed individuals and, in the case of current and retired executive officers, includes shares of PG&E Corporation common stock held in the defined contribution retirement plan maintained by PG&E Corporation. Except as otherwise indicated below, the listed individuals have sole voting and investment power over the shares shown in this column. Voting power includes the power to direct the voting of the shares held, and investment power includes the power to direct the disposition of the shares held.
		This column also includes the following shares of PG&E Corporation common stock in which the listed individuals share voting and investment power: Mr. Andrews 4,630 shares, Mr. Biller 3,605 shares, Mr. Coulter 8,703 shares, Mr. Cox 38,986 shares, Mr. Darbee 15,950 shares, Ms. Herringer 2,100 shares, Dr. Metz 8,793 shares, all PG&E Corporation directors and executive officers as a group 82,767 shares, and all Pacific Gas and Electric Company directors and executive officers as a group 83,434 shares.

	(2)	This column includes the following shares of PG&E Corporation common stock which the listed individuals have the right to acquire within 60 days of February 7, 2007 through the exercise of vested stock options granted under the PG&E Corporation Long-Term Incentive Program or the PG&E Corporation 2006 Long-Term Incentive Plan, as follows: Mr. Andrews 14,249 shares, Mr. Biller 2,937 shares, Mr. Cox 26,971 shares, Mr. Darbee 69,300 shares, Mr. King 139,252 shares, Dr. Metz 15,628 shares, Mr. Williams 28,884 shares, Mr. Johns 80,100 shares, Ms. Everett 12,575 shares, Mr. Harvey 26,538 shares, Mr. Bottorff 15,850 shares, all PG&E Corporation directors and executive officers as a group 416,434 shares, and all Pacific Gas and Electric Company directors and executive officers as a group 450,612 shares. The listed individuals have neither voting power nor investment power with respect to these shares unless and until they are purchased through the exercise of the options, under the terms of the PG&E Corporation Long-Term Incentive Program.

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	(3)	This column includes restricted shares of PG&E Corporation common stock awarded under the PG&E Corporation Long-Term Incentive Program and the PG&E Corporation 2006 Long-Term Incentive Plan. As of February 7, 2007, the listed individuals held the following numbers of restricted shares that may not be sold or otherwise transferred until certain vesting conditions are satisfied: Mr. Andrews 4,630 shares, Mr. Biller 3,650 shares, Mr. Coulter 6,257 shares, Mr. Cox 6,257 shares, Mr. Darbee 126,494 shares, Ms. Herringer 1,646 shares, Mr. King 38,527 shares, Dr. Meserve 846 shares, Dr. Metz 6,610 shares, Ms. Rambo 2,554 shares, Mr. Williams 6,610 shares, Mr. Johns 25,035 shares, Ms. Everett 11,473 shares, Mr. Harvey 12,514 shares, Mr. Bottorff 12,059 shares, all PG&E Corporation directors and executive officers as a group 305,679 shares, and all Pacific Gas and Electric Company directors and executive officers as a group 446,095 shares.
	(4)	The percent of class calculation is based on the number of shares of PG&E Corporation common stock outstanding as of February 7, 2007, excluding shares held by a subsidiary.
	(5)	This column reflects the number of stock units that were purchased by listed individuals through salary and other compensation deferrals or that were awarded under equity compensation plans. The value of each stock unit is equal to the value of a share of PG&E Corporation common stock and fluctuates daily based on the market price of PG&E Corporation common stock. The listed individuals who own these stock units share the same market risk as PG&E Corporation shareholders, although they do not have voting rights with respect to these stock units.
	(6)	Mr. Andrews, Mr. Biller, Mr. Coulter, Mr. Cox, Ms. Herringer, Dr. Meserve, Dr. Metz, Ms. Rambo, and Mr. Williams are directors of both PG&E Corporation and Pacific Gas and Electric Company.
	(7)	Mr. Darbee is a director and an executive officer of both PG&E Corporation and Pacific Gas and Electric Company. He is named in the Summary Compensation Table on pages 46 and 47.
	(8)	Mr. King is a director and an executive officer of Pacific Gas and Electric Company, and also is an executive officer of PG&E Corporation. He is named in the Summary Compensation Table on pages 46 and 47.
	(9)	Mr. Johns and Ms. Everett are executive officers of both PG&E Corporation and Pacific Gas and Electric Company and are named in the Summary Compensation Table on pages 46 and 47.

(10)	Mr. Harvey is an executive officer of PG&E Corporation and is named in the Summary Compensation Table on pages 46 and 47.
(11)	Mr. Bottorff is an executive officer of Pacific Gas and Electric Company and is named in the Summary Compensation Table on pages 46 and 47.

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		2006				2005
Audit Fees		$	4.2 million			$	4.2 million
Audit-Related Fees		$	0.3 million			$	0.3 million
Tax Fees		$	0			$	0.07 million
All Other Fees		$	0			$	0

		2006				2005
Audit Fees		$	3.5 million			$	3.4 million
Audit-Related Fees		$	0.2 million			$	0.2 million
Tax Fees		$	0			$	0
All Other Fees		$	0			$	0

•	Audit services,
•	Audit-related services, and
•	Tax services that Deloitte & Touche LLP and its affiliates are allowed to provide to Deloitte &

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	Touche LLP’s audit clients under the Sarbanes-Oxley Act.

(1)	“Audit services” generally include audit and review of annual and quarterly financial statements and services that only the independent registered public accounting firm reasonably can provide (e.g., comfort letters, statutory audits, attest services, consents, and assistance with and review of documents filed with the Securities and Exchange Commission).
(2)	“Audit-related services” generally include assurance and related services that traditionally are performed by the independent registered public accounting firm (e.g., employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, agreed-upon procedure reports related to contractual obligations, and attest services that are not required by statute or regulation).
(3)	“Tax services” generally include compliance, tax strategy, tax appeals, and specialized tax issues, all of which also must be permitted under the Sarbanes-Oxley Act.

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	“3 – Performance Based Stock Options
	Resolved, Shareholders request that our Board of Directors adopt a policy whereby at least 75% of future equity compensation (stock options and restricted stock) awarded to senior executives shall be performance-based, and the performance criteria adopted by the Board disclosed to shareowners.
	“Performance-based” equity compensation is defined here as:

	(a)	Indexed stock options, the exercise price of which is linked to an industry index;

	(b)	Premium-priced stock options, the exercise price of which is substantially above the market price on the grant date; or

	(c)	Performance-vesting options or restricted stock, which vest only when the market price of the stock exceeds a specific target for a substantial period.

	This is not intended to unlawfully interfere with existing employment contracts. However, if there is a conflict with any existing employment contract, our Compensation Committee is urged for the good of our company to negotiate revised contracts that are consistent with this proposal.
	As a long-term shareholder, I support compensation policies for senior executives that provide challenging performance objectives that motivate executives to achieve long-term shareowner value. I believe that a greater reliance on performance-based equity grants is particularly warranted at PG&E.
	Many leading investors criticize standard options as inappropriately rewarding mediocre performance. Warren Buffett has characterized standard stock options as “really a royalty on the passage of time” and has spoken in favor of indexed options.
	In contrast, peer-indexed options reward executives for outperforming their direct competitors and discourage re-pricing. Premium-priced options reward executives who enhance overall shareholder value. Performance-vesting equity grants tie compensation more closely to key measures of shareholder value, such as share appreciation and net operating income, thereby encouraging executives to set and meet performance targets.
	Performance Based Stock Options

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	“4 – Cumulative Voting
	RESOLVED: Cumulative Voting. Shareholders recommend that our Board adopt cumulative voting. Cumulative voting means that each shareholder may cast as many votes as equal to number of shares held, multiplied by the number of directors to be elected. A shareholder may cast all such cumulated votes for a single candidate or split votes between multiple candidates, as that shareholder sees fit. Under cumulative voting shareholders can withhold votes from certain nominees in order to cast multiple votes for others.
	Mr. Simon Levine, 960 Shorepoint Ct., No. 306, Alameda, CA 94501 sponsors this proposal.
	Cumulative voting won impressive yes-votes of 54% at Aetna and 56% at Alaska Air in 2005 and 55% at GM in 2006. The GM 55% vote was up from 49% in 2005. The Council of Institutional Investors www.cii.org formally recommends adoption of this proposal topic.
	Cumulative voting allows a significant group of shareholders to elect a director of its choice — safeguarding minority shareholder interests and bringing independent perspectives to Board decisions.
	Cumulative Voting could increase the possibility of electing at least one director with a specialized expertise and advocacy needed at our company to improve our corporate governance. For instance to convince other directors that we need an independent board chairman, especially since we do not even have an independent lead director. Also to guard against a repeat of our dividend suspension for years while our former Chairman, Mr. Glynn was paid buckets of money like $14 million in one year.
	And furthermore to repeat a reoccurrence of a fiasco like this: Court Rejects PG&E Appeal of State Case Bloomberg News, October 3, 2006
	PG&E Corp. lost a U.S. Supreme Court appeal aimed at thwarting California’s effort to recoup $5 billion transferred by the company’s Pacific Gas & Electric utility unit before its 2001 bankruptcy filing. The justices, without comment, refused to consider PG&E’s arguments.
	Pacific Gas & Electric, California’s largest utility, filed for bankruptcy protection in April 2001 after accruing $9 billion in losses by buying power for more than it could charge customers.
	Cumulative voting allows a significant group of shareholders to elect a director of its choice — safeguarding minority shareholder interests and bringing independent perspectives to Board decisions.
	Cumulative Voting

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1

The primary comparator group used for purposes of setting 2006 officer compensation consists of all companies listed in the Dow Jones Utility Index and the Standard & Poor’s Electrics Index, and all California investor-owned utilities (the “Pay Comparator Group”): AES Corporation, Allegheny Energy, Inc., Ameren Corporation, American Electric Power Company, Inc., CenterPoint Energy, Inc., Cinergy Corp., Consolidated Edison, Inc., DTE Energy Company, Dominion Resources, Inc., Duke Energy Group, Edison International, Entergy Corporation, Exelon Corporation, First Energy Corp., FPL Group, Inc., NiSource Inc., PPL Corporation, Pinnacle West Capital Corporation, Progress Energy, Inc., Public Service Enterprise Group, Sempra Energy, Southern Company, TECO Energy, Inc., TXU Corp., Williams Companies, and Xcel Energy Inc. This group of companies is broad enough to provide statistical validity and data availability, represents the segment of the market where PG&E Corporation and Pacific Gas and Electric Company recruit officers with industry-specific experience, and is determined on an objective and transparent basis. For purposes of corporate performance comparisons (including the relative total shareholder return measured for the 2006-2008 performance share award cycle), the Committee uses a subgroup of 12 companies that have similar characteristics and business models as PG&E Corporation (the “Performance Comparator Group”): Ameren Corporation, American Electric Power, CenterPoint Energy, Inc., Consolidated Edison, Entergy Corporation, FPL Group, NiSource Inc., Pinnacle West Capital, Progress Energy, Inc., Southern Company, TECO Energy, and Xcel Energy. This group of companies is a subset of the Pay Comparator Group and, like PG&E Corporation, is focused on core regulated-utility activities with either a distribution or an integrated-utility focus.

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•	To emphasize long-term incentives to further align shareholders’ and officers’ interests, and focus employees on enhancing total return for shareholders.
•	To attract, retain, and motivate employees with the necessary mix of skills and experience for the development and successful operation of PG&E Corporation’s businesses.
•	To manage the delivery of compensation in a cost-efficient and transparent manner.

•	A significant component of every officer’s compensation should be tied directly to PG&E Corporation’s performance for shareholders.
•	Target cash compensation (base salary and target short-term incentive) should be equal to the average target cash compensation for comparable officers in the Pay Comparator Group.
•	The Committee’s objective is to provide long-term compensation in line with PG&E Corporation’s performance for shareholders. Performance is defined as total shareholder return (TSR). The terms of performance-based long-term incentive awards are designed to track PG&E Corporation’s TSR relative to companies in the Performance Comparator Group. For example, if PG&E Corporation performs only at the 50th percentile of the Performance Comparator Group, the total long-term incentive value realized by grant recipients would be approximately equal to long-term compensation at the 50th percentile of the Pay Comparator Group.

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2	“Beneficially owned” stock includes actual shares of stock held in the name of the officer (or his/her immediate family members) and stock held in a 401(k) or deferred compensation plan. It does not include stock options or restricted stock.

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																						Change in
																						Pension
																		Non-				Value and
																		Equity				Nonqualified
																		Incentive				Deferred				All
										Stock				Option				Plan				Compensation				Other
Name and						Salary				Awards				Award(s)				Compensation				Earnings				Compensation				Total
Principal Position		Year				($)(1)				($)(2)				($)(3)				($)(4)				($)(5)				($)(6)				($)
Peter A. Darbee(7)			2006			$	975,000			$	3,666,389			$	604,092			$	1,485,900			$	1,028,440			$	230,237			$	7,990,058
Christopher P. Johns(8)			2006			$	494,000			$	931,415			$	221,802			$	414,071			$	157,985			$	94,638			$	2,313,911
Leslie H. Everett (9)			2006			$	290,000			$	762,746			$	101,552			$	220,980			$	332,140			$	33,050			$	1,740,468
Kent M. Harvey(10)			2006			$	352,085			$	565,087			$	182,526			$	268,290			$	116,713			$	44,919			$	1,529,620
Bruce R. Worthington(11)			2006			$	489,250			$	1,793,902			$	374,182			$	410,090			$	518,882			$	65,008			$	3,651,314
Thomas B. King(12)			2006			$	615,000			$	1,590,363			$	395,251			$	702,945			$	855,085			$	69,465			$	4,228,109
Thomas E. Bottorff (13)			2006			$	282,500			$	557,625			$	134,151			$	215,265			$	204,202			$	46,106			$	1,439,849

(1)		Includes 2006 base salary deferred at the election of the officer (Mr. Johns $163,020, Ms. Everett $81,200, and Mr. Worthington $244,625).
(2)		Represents the 2006 compensation cost of restricted stock, performance shares, common stock equivalents called Special Incentive Stock Ownership Premiums (SISOPs), and a retention award in the form of restricted phantom stock units, granted in 2006 and prior years, measured in accordance with SFAS No. 123R, without taking into account an estimate of forfeitures related to service-based vesting.
(3)		Represents the 2006 compensation cost of stock options granted in prior years, measured in accordance with SFAS No. 123R without taking into account an estimate of forfeitures related to service-based vesting. Assumptions used in determining the grant date fair value are set forth in the Stock Options section of Note 14 to the Consolidated Financial Statements in the 2005 and 2006 Annual Reports to Shareholders of PG&E Corporation and Pacific Gas and Electric Company.
(4)		Amounts represent payments received or deferred in 2007 for achievement of corporate or organizational objectives in 2006 under the Short-Term Incentive Plan.
(5)		Amounts consist of (i) the change in pension value during 2006 (Mr. Darbee $1,023,619, Mr. Johns $157,918, Ms. Everett $330,681, Mr. Harvey $116,623, Mr. Worthington $502,001, Mr. King $853,356, and Mr. Bottorff $204,139), and (ii) the above-market earnings on deferred compensation (Mr. Darbee $4,821, Mr. Johns $67, Ms. Everett $1,459, Mr. Harvey $90, Mr. Worthington $16,881, Mr. King $1,729, and Mr. Bottorff $63). The above-market earnings are calculated as the difference between actual earnings from the Utility Bond Fund investment option of the Supplemental Retirement Savings Plan and hypothetical earnings that would have resulted using an interest rate equal to 120% of the applicable federal rate. Earnings for the Utility Bond Fund are based on Moody’s Investors Service’s long-term Aa bond rate for utilities.
(6)		Amounts consist of (i) perquisites and personal benefits, as detailed below (Mr. Darbee $181,494, Mr. Johns $40,405, Ms. Everett $20,000, Mr. Harvey $23,613, Mr. Worthington $39,488, Mr. King $41,790, and Mr. Bottorff $24,943, (ii) tax reimbursement payments (Mr. Darbee $4,868, Mr. Johns $3,504, Mr. Harvey $994, and Mr. Worthington $3,504), (iii) sale of vacation (Mr. Johns $28,499, Mr. Harvey $20,312, and Mr. Bottorff $8,451), and (iv) contributions to defined contribution retirement plans (Mr. Darbee $43,875, Mr. Johns $22,230, Ms. Everett $13,050, Mr. Worthington $22,016, Mr. King $27,675, and Mr. Bottorff $12,712).
(7)		During 2006, Mr. Darbee served as Chairman of the Board, Chief Executive Officer, and President of PG&E Corporation and Chairman of the Board of Pacific Gas and Electric Company.

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(8)		During 2006, Mr. Johns served as Senior Vice President, Chief Financial Officer, and Treasurer of PG&E Corporation and Pacific Gas and Electric Company.
(9)		During 2006, Ms. Everett served as Senior Vice President, Communications and Public Affairs of PG&E Corporation.
(10)		During 2006, Mr. Harvey served as Senior Vice President and Chief Risk and Audit Officer of PG&E Corporation.
(11)		Mr. Worthington served as Senior Vice President and General Counsel of PG&E Corporation through November 10, 2006.
(12)		Mr. King served as Senior Vice President of PG&E Corporation and President and Chief Executive Officer of Pacific Gas and Electric Company through August 14, 2006, and as Senior Vice President of PG&E Corporation and Chief Executive Officer of Pacific Gas and Electric Company thereafter.
(13)		During 2006, Mr. Bottorff served as Senior Vice President, Regulatory Relations of Pacific Gas and Electric Company.

						Transpor-				Life												Execu-
		Perquisite				tation				Insur-												tive				Financial
		Allowance				Services				ance				Parking				Fitness				Health				Services				Total
P. A. Darbee		$	35,000			$	127,883			$	2,208			$	4,750							$	4,495			$	7,158			$	181,494
C. P. Johns		$	25,000											$	4,750							$	4,085			$	6,570			$	40,405
L. H. Everett		$	20,000																											$	20,000
K. M. Harvey		$	20,000											$	2,070							$	1,543							$	23,613
B. R. Worthington		$	25,000											$	4,750							$	2,145			$	7,593			$	39,488
T. B. King		$	25,000							$	4,160			$	2,100			$	1,237			$	3,377			$	5,916			$	41,790
T. E. Bottorff		$	20,000							$	2,843			$	2,100															$	24,943

•	A lump-sum perquisite allowance.
•	Transportation services for Mr. Darbee, consisting of car transportation for Mr. Darbee’s commute and non-business travel. Amounts include the pro-rated salary and burden of the driver and vehicle costs.
•	The cost of life insurance coverage exceeding amounts available to all employees (i.e., $50,000).
•	The cost of parking.
•	The value of reimbursements for health club fees, pursuant to a program available to certain management employees.
•	The cost of executive health services provided to executive officers. Amounts vary between officers, reflecting the decisions of each individual officer regarding the specific types of tests and consultations provided, and the exact value of reimbursed expenses.
•	Fees paid for financial services provided by an independent contractor selected by PG&E Corporation to provide such services.

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																																		All Other
																																		Stock
																																		Awards
										Estimated Future Payouts Under Non-												Estimated Future Payouts Under												Number				Grant Date
										Equity Incentive Plan Awards(1)												Equity Incentive Plan Awards(2)												of Shares				Fair Value of
						Committee																												of Stock				Stock and
		Grant				Action				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Option
Name		Date				Date				($)				($)				($)				(#)				(#)				(#)				(#)(3)				Awards
P. A. Darbee										$	0			$	975,000			$	1,950,000
			1/3/06				12/21/05																0				48,705				97,410							$	1,824,976
			1/3/06				12/21/05																												48,705			$	1,824,976
C. P. Johns										$	0			$	271,700			$	543,400
			1/3/06				12/21/05																0				12,520				25,040							$	469,124
			1/3/06				12/21/05																												12,520			$	469,124
L. H. Everett										$	0			$	145,000			$	290,000
			1/3/06				12/21/05																0				5,565				11,130							$	208,521
			1/3/06				12/21/05																												5,565			$	208,521
			1/3/06				(4)																												695			$	26,053
K. M Harvey										$	0			$	176,043			$	352,085
			1/3/06				12/21/05																0				5,565				11,130							$	208,521
			1/3/06				12/21/05																												5,565			$	208,521
B. R. Worthington										$	0			$	269,088			$	538,176
			1/3/06				12/21/05																0				11,130				22,260							$	417,041
			1/3/06				12/21/05																												11,130			$	417,041
T. B. King										$	0			$	461,250			$	922,500
			1/3/06				12/21/05																0				20,175				40,350							$	755,957
			1/3/06				12/21/05																												20,175			$	755,957
			7/12/06				7/12/06																												25,233			$	1,000,000
T. E. Bottorff										$	0			$	141,250			$	282,500
			1/3/06				12/21/05																0				5,910				11,820							$	221,448
			1/3/06				12/21/05																												5,910			$	221,448
			1/3/06				(4)																												3,026			$	113,400

(1)	Compensation opportunity granted for 2006 under the Short-Term Incentive Plan (STIP). Actual amounts earned are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.
(2)	Represents performance shares granted under the PG&E Corporation 2006 Long-Term Incentive Plan (LTIP).
(3)	Represents shares of restricted stock granted under the LTIP. In addition, Mr. King received a retention award in the form of a grant of 25,233 restricted phantom stock units. Ms. Everett received 695 common stock equivalents called Special Incentive Stock Ownership Premiums (SISOPs) and Mr. Bottorff received 3,026 SISOPs.
(4)	Award of SISOPs under the Executive Stock Ownership Program. No specific action is required by the PG&E Corporation Nominating, Compensation, and Governance Committee, or by the PG&E Corporation or Pacific Gas and Electric Company Board of Directors.

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		Option Awards																	Stock Awards
																															Equity
																											Equity				Incentive Plan
																											Incentive Plan				Awards:
																											Awards:				Market or
																							Market				Number of				Payout Value
																			Number of				Value of				Unearned				of Unearned
		Number of				Number of													Shares or				Shares or				Shares, Units				Shares, Units
		Securities				Securities													Units of				Units of				or Other				or Other
		Underlying				Underlying				Option									Stock That				Stock That				Rights That				Rights That
		Unexercised				Unexercised				Exercise				Option					Have Not				Have Not				Have Not				Have Not
		Options (#)				Options (#)				Price				Expiration					Vested				Vested				Vested				Vested
Name		Exercisable				Unexercisable				($)				Date					(#)(1)				($)(2)				(#)(3)				($) (2)
P. A. Darbee							25,325	(4)		$	14.61				1/3/13					83,625	(5)		$	3,957,971				89,766	(6)		$	8,387,397
							33,600	(7)		$	27.23				1/3/14
							81,525	(8)		$	33.02				1/4/15
C. P. Johns			4,500							$	21.125				1/3/07					27,561	(9)		$	1,304,462				27,278	(10)		$	2,539,160
			29,775				9,925	(11)		$	14.61				1/3/13
			16,800				16,800	(12)		$	27.23				1/3/14
			7,600				22,800	(13)		$	33.02				1/4/15
L. H. Everett							4,425	(14)		$	14.61				1/3/13					12,534	(15)		$	593,234				13,248	(16)		$	1,234,982
							5,874	(17)		$	27.23				1/3/14
			863				1,724	(18)		$	28.40				8/3/14
							13,050	(19)		$	33.02				1/4/15
K. M. Harvey							10,175	(20)		$	14.61				1/3/13					15,507	(21)		$	733,946				16,567	(22)		$	1,524,121
							14,274	(23)		$	27.23				1/3/14
			4,613				13,837	(24)		$	33.02				1/4/15
B. R. Worthington							19,825	(25)		$	14.61				1/3/13					31,314	(26)		$	1,482,092				34,276	(27)		$	3,158,615
							30,250	(28)		$	27.23				1/3/14
			9,775				29,325	(29)		$	33.02				1/4/15
T. B. King			50,000							$	32.00				12/17/08					67,129	(30)		$	3,177,216				45,501	(31)		$	4,221,173
			100,000							$	30.9375				1/5/09
							19,825	(32)		$	14.61				1/3/13
			30,250				30,250	(33)		$	27.23				1/3/14
			2,326				2,324	(34)		$	28.40				8/3/14
			10,863				32,587	(35)		$	33.02				1/4/15
T. E. Bottorff							6,800	(36)		$	14.61				1/3/13					16,417	(37)		$	777,017				14,371	(38)		$	1,330,967
							9,400	(39)		$	27.23				1/3/14
							13,050	(40)		$	33.02				1/14/15

(1)

Includes restricted stock and stock-based awards such as restricted stock units and phantom stock awards granted under the PG&E Corporation 2006 Long-Term Incentive Plan (LTIP) and its predecessor (the PG&E Corporation Long-Term Incentive Program), common stock equivalents called Special Incentive Stock Ownership Premiums (SISOPs) that were granted under the Executive Stock Ownership Program, and individual retention and incentive awards. See the Compensation Discussion and Analysis section on pages 37 to 44 of this Joint Proxy Statement for additional details regarding grants in 2006.

	(2)	Value based on the December 29, 2006 closing price of PG&E Corporation common stock ($47.33). Consistent with Securities and Exchange Commission rules, performance shares are valued at the maximum payout because PG&E Corporation exceeded its target performance measure in the previous year.
	(3)	Includes performance shares and restricted stock with a performance requirement granted under the LTIP and its predecessor. See the Compensation Discussion and Analysis section on pages 37 to 44 of this Joint Proxy Statement for additional details regarding grants in 2006.

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	(4)	25,325 stock options vested on January 2, 2007.
	(5)	Restrictions on 28,711 shares of restricted stock lapsed January 3, 2007. Restrictions on 19,426 shares will lapse January 2, 2008, and on 16,006 shares January 2, 2009. Restrictions on an additional 19,482 shares will lapse January 4, 2011 but may lapse earlier, on January 2, 2009, if PG&E Corporation’s three-year total shareholder return for the period ending December 31, 2008 is in the top quartile of the comparator group.
	(6)	Restrictions on 2,321 shares of restricted stock lapsed January 3, 2007. 13,680 performance shares vested on January 3, 2007 (10,944 actually paid out following application of the performance-based payout factor). 25,060 performance shares are scheduled to vest January 2, 2008 and 48,705 performance shares are scheduled to vest January 2, 2009.
	(7)	16,800 stock options vested on January 2, 2007 and 16,800 stock options vest January 2, 2008.
	(8)	27,175 stock options vested on January 3, 2007, 27,175 stock options vest January 3, 2008, and 27,175 stock options vest January 3, 2009.
	(9)	Restrictions on 9,602 shares of restricted stock lapsed January 3, 2007. Restrictions on 5,966 shares will lapse January 2, 2008, and on 4,256 shares January 2, 2009. Restrictions on an additional 5,008 shares will lapse January 4, 2011, but may lapse earlier, on January 2, 2009, if PG&E Corporation’s three-year total shareholder return for the period ending December 31, 2008 is in the top quartile of the comparator group. 75 SISOPs vested January 2, 2007. 2,654 SISOPs will vest January 3, 2008.

(10)	Restrictions on 908 shares of restricted stock lapsed January 3, 2007. 6,840 performance shares vested on January 3, 2007 (5,472 actually paid out following application of the performance-based payout factor). 7,010 performance shares are scheduled to vest January 2, 2008 and 12,520 performance shares are scheduled to vest January 2, 2009.
(11)	9,925 stock options vested on January 2, 2007.
(12)	8,400 stock options vested on January 2, 2007, and 8,400 stock options vest January 2, 2008.
(13)	7,600 stock options vested on January 3, 2007, 7,600 stock options vest January 3, 2008, and 7,600 stock options vest January 3, 2009.
(14)	4,425 stock options vested on January 2, 2007.
(15)	Restrictions on 4,548 shares of restricted stock lapsed January 3, 2007. Restrictions on 2,932 shares will lapse January 2, 2008, and on 2,115 shares January 2, 2009. Restrictions on an additional 2,226 shares will lapse January 4, 2011, but may lapse earlier, on January 2, 2009, if PG&E Corporation’s three-year total shareholder return for the period ending December 31, 2008 is in the top quartile of the comparator group. 713 SISOPs will vest January 3, 2009.
(16)	Restrictions on 403 shares of restricted stock lapsed January 3, 2007. 3,270 performance shares vested on January 3, 2007 (2,616 actually paid out following application of the performance-based payout factor). 4,010 performance shares are scheduled to vest January 2, 2008 and 5,565 performance shares are scheduled to vest January 2, 2009.
(17)	2,937 stock options vested on January 2, 2007 and 2,937 stock options vest January 2, 2008.
(18)	862 stock options vest August 2, 2007 and 862 stock options vest August 2, 2008.
(19)	4,350 stock options vested on January 3, 2007, 4,350 stock options vest January 3, 2008, and 4,350 stock options vest January 3, 2009.
(20)	10,175 stock options vested on January 2, 2007.
(21)	Restrictions on 7,360 shares of restricted stock lapsed January 3, 2007. Restrictions on 3,630 shares will lapse January 2, 2008, and 2,178 shares January 2, 2009. Restrictions on an additional 2,226 shares will lapse January 4, 2011, but may lapse earlier, on January 2, 2009, if PG&E Corporation’s three-year total shareholder return for the period ending December 31, 2008 is in the top quartile of the comparator group. Of 113 SISOPs scheduled to vest January 2, 2007, 68 vested.
(22)	Restrictions on 932 shares of restricted stock lapsed January 3, 2007. 5,810 performance shares vested on January 3, 2007 (4,648 actually paid out following application of the performance-based payout factor). 4,260 performance shares are scheduled to vest January 2, 2008 and 5,565 performance shares are scheduled to vest January 2, 2009.
(23)	7,137 stock options vested on January 2, 2007 and 7,137 stock options vest January 2, 2008.

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(24)	4,613 stock options vested on January 3, 2007, 4,612 stock options vest January 3, 2008, and 4,612 stock options vest January 3, 2009.
(25)	19,825 stock options vested on January 2, 2007.
(26)	Restrictions on 14,823 shares of restricted stock lapsed January 3, 2007. Restrictions on 7,558 shares will lapse January 2, 2008, and on 4,481 shares January 2, 2009. Restrictions on an additional 4,452 shares will lapse January 4, 2011, but may lapse earlier, on January 2, 2009, if PG&E Corporation’s three-year total shareholder return for the period ending December 31, 2008 is in the top quartile of the comparator group.
(27)	Restrictions on 1,816 shares of restricted stock lapsed January 3, 2007. 12,310 performance shares vested on January 3, 2007 (9,848 actually paid out following application of the performance-based payout factor). 9,020 performance shares are scheduled to vest January 2, 2008 and 11,130 performance shares are scheduled to vest January 2, 2009.
(28)	15,125 stock options vested on January 2, 2007, and 15,125 stock options vest January 2, 2008.
(29)	9,775 stock options vested on January 3, 2007, 9,775 stock options vest January 3, 2008, and 9,775 stock options vest January 3, 2009.
(30)	Restrictions on 17,177 shares of restricted stock lapsed January 3, 2007. Restrictions on 9,912 shares will lapse January 2, 2008, and on 6,540 shares January 2, 2009. Restrictions on an additional 8,070 shares will lapse January 4, 2011, but may lapse earlier, on January 2, 2009, if PG&E Corporation’s three-year total shareholder return for the period ending December 31, 2008 is in the top quartile of the comparator group. 25,430 restricted phantom stock units will vest May 12, 2011.
(31)	Restrictions on 1,816 shares of restricted stock lapsed January 3, 2007. 13,490 performance shares vested on January 3, 2007 (10,792 actually paid out following application of the performance-based payout factor). 10,020 performance shares are scheduled to vest January 2, 2008 and 20,175 performance shares are scheduled to vest January 2, 2009.
(32)	19,825 stock options vested on January 2, 2007.
(33)	15,125 stock options vested on January 2, 2007 and 15,125 stock options vest January 2, 2008.
(34)	1,162 stock options vested on August 2, 2007 and 1,162 stock options vest August 2, 2008.
(35)	10,863 stock options vested on January 3, 2007, 10,862 stock options vest January 3, 2008, and 10,862 stock options vest January 3, 2009.
(36)	6,800 stock options vested on January 2, 2007.
(37)	Restrictions on 5,627 shares of restricted stock lapsed January 3, 2007. Restrictions on 3,141 shares will lapse January 2, 2008, and on 2,184 shares January 2, 2009. Restrictions on an additional 2,364 shares will lapse January 4, 2011, but may lapse earlier, on January 2, 2009, if PG&E Corporation’s three-year total shareholder return for the period ending December 31, 2008 is in the top quartile of the comparator group. 3,101 SISOPs will vest January 3, 2009.
(38)	Restrictions on 621 shares of restricted stock lapsed January 3, 2007. 3,830 performance shares vested on January 3, 2007 (3,064 actually paid out following application of the performance-based payout factor). 4,010 performance shares are scheduled to vest January 2, 2008 and 5,910 performance shares are scheduled to vest January 2, 2009.
(39)	4,700 stock options vested on January 2, 2007 and 4,700 stock options vest January 2, 2008.
(40)	4,350 stock options vested on January 3, 2007, 4,350 stock options vest January 3, 2008, and 4,350 stock options vest January 3, 2009.

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		Option Awards								Stock Awards
		Number of Shares								Number of Shares
		Acquired on				Value Realized on				Acquired on Vesting				Value Realized on
Name		Exercise (#)				Exercise ($)				(#)(1)				Vesting ($)(1)
P. A. Darbee			69,300			$	1,016,034				18,970			$	698,616
C. P. Johns			36,300			$	889,590				9,819			$	363,501
L. H. Everett			11,713			$	174,961				3,436			$	127,420
K. M. Harvey			17,313			$	341,705				10,262			$	380,188
B. R. Worthington			202,475			$	2,845,725				12,598			$	464,456
T. B. King			101,782			$	2,509,948				13,143			$	484,576
T. E. Bottorff			15,850			$	272,541				4,446			$	165,223

(1)

Reflects both restricted stock and common stock equivalents called Special Incentive Stock Ownership Premiums (SISOPs) that were granted under the Executive Stock Ownership Program and that vested on January 2, 2006. For Mr. Johns, stock awards include 2,721 SISOPs and the value realized on vesting was $100,995. For Mr. Harvey, stock awards include 4,014 SISOPs and the value realized on vesting was $148,985. Receipt has been deferred until the seventh month following the termination of Mr. John’s and Mr. Harvey’s employment.

				Number of				Present Value of				Payments
				Years Credited				Accumulated				During Last
Name		Plan Name		Service (#)				Benefits ($)				Fiscal Year ($)
P. A. Darbee		PG&E Corporation Supplemental Executive Retirement Plan			8.5	(1)		$	2,500,911			$	0
C. P. Johns		Pacific Gas and Electric Company Retirement Plan			10.6			$	480,040			$	0
		PG&E Corporation Supplemental Executive Retirement Plan			10.6			$	170,438			$	0
L. H. Everett		Pacific Gas and Electric Company Retirement Plan			29.6			$	1,552,296			$	0
		PG&E Corporation Supplemental Executive Retirement Plan			29.6			$	749,658			$	0
K. M. Harvey		Pacific Gas and Electric Company Retirement Plan			24.3			$	1,030,464			$	0
		PG&E Corporation Supplemental Executive Retirement Plan			24.3			$	648,172			$	0
B. R. Worthington		Pacific Gas and Electric Company Retirement Plan			32.5			$	1,614,365			$	0
		PG&E Corporation Supplemental Executive Retirement Plan			32.5			$	3,554,603			$	0

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				Number of				Present Value of				Payments
				Years Credited				Accumulated				During Last
Name		Plan Name		Service (#)				Benefits ($)				Fiscal Year ($)
T. B. King		Pacific Gas and Electric Company Retirement Plan			3.2			$	175,888			$	0
		PG&E Corporation Supplemental Executive Retirement Plan			8.5	(2)		$	1,511,717			$	0
T. E. Bottorff		Pacific Gas and Electric Company Retirement Plan			24.8			$	1,289,924			$	0
		PG&E Corporation Supplemental Executive Retirement Plan			24.8			$	358,456			$	0

(1)	Effective July 1, 2003, Mr. Darbee became a participant in the Supplemental Executive Retirement Plan (SERP) with five years of credited service.
(2)	Effective July 1, 2003, Mr. King became a participant in the SERP with five years of credited service.

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		Executive				Registrant								Aggregate
		Contributions in				Contributions in				Aggregate Earnings				Withdrawals/				Aggregate Balance
		Last FY				Last FY				in Last FY				Distribution				at Last FYE
Name		($)(1)				($)(2)				($)(3)				($)				($)(4)
P. A. Darbee		$	0			$	31,875			$	326,625			$	0			$	2,382,946
C. P. Johns		$	454,467			$	14,001			$	336,798			$	0			$	1,915,542
L. H. Everett		$	101,200			$	2,700			$	13,367			$	290,000			$	288,545
K. M. Harvey		$	148,985			$	5,895			$	60,400			$	0			$	268,203
B. R. Worthington		$	650,528			$	17,813			$	214,921			$	0			$	2,764,404
T. B. King		$	0			$	16,200			$	127,646			$	0			$	713,600
T. E. Bottorff		$	0			$	2,700			$	1,607			$	0			$	16,456

(1)	Includes the following amounts which were reported as compensation in the Summary Compensation Table: Mr. Johns $163,020, Ms. Everett $101,200, and Mr. Worthington $269,625.
(2)	Represents amounts earned in 2005 and credited to the officer’s deferred compensation account on the first business day of 2006.
(3)	Represents earnings from the Supplemental Retirement Savings Plan (SRSP). Includes the following amounts which were reported as compensation in the Summary Compensation Table: Mr. Darbee $4,821, Mr. Johns $67, Ms. Everett $1,459, Mr. Harvey $90, Mr. Worthington $16,881, Mr. King $1,729, and Mr. Bottorff $63.
(4)	Includes the following amounts which were reported as compensation in the Summary Compensation Table for 2006 and prior years: Mr. Darbee $1,704,356, Mr. Johns $979,399, Ms. Everett $102,659, Mr. Harvey $5,430, Mr. Worthington $1,885,559, and Mr. King $432,797.

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						Non-Qualified
		Present Value				Deferred				Equity-Based
		Of Accumulated				Compensation				Grants
		Pension				Aggregate				That Accelerate
		Benefits				Balance				Upon Retirement(1)				Total
P. A. Darbee		$	2,036,302			$	2,382,946							$	4,419,248
C. P. Johns		$	744,496			$	1,915,542							$	2,660,038
L. H. Everett		$	2,510,992			$	288,545			$	1,827,940			$	4,627,477
K. M. Harvey		$	1,760,491			$	268,203							$	2,028,694
B. R. Worthington		$	5,625,638			$	2,764,404			$	5,034,322			$	13,424,364
T. B. King		$	892,508			$	713,600							$	1,606,108
T. E. Bottorff		$	1,729,979			$	16,456							$	1,746,435

(1)	If Ms. Everett or Mr. Worthington had resigned effective December 31, 2006, they would have been eligible for retirement benefits under the PG&E Corporation 2006 Long-Term Incentive Plan (LTIP) and its predecessor, the PG&E Corporation Long-Term Incentive Program. Those payments are discussed separately in the narrative discussion following this table, below.

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						Non-Qualified
		Present Value				Deferred				Equity-Based
		Of Accumulated				Compensation				Grants
		Pension				Aggregate				That Accelerate
		Benefits				Balance				Upon Retirement(1)				Total
P. A. Darbee		$	2,036,302			$	2,382,946							$	4,419,248
C. P. Johns		$	744,496			$	1,915,542							$	2,660,038
L. H. Everett		$	2,510,992			$	288,545			$	1,827,940			$	4,627,477
K. M. Harvey		$	1,760,491			$	268,203							$	2,028,694
B.R. Worthington		$	5,625,638			$	2,764,404			$	5,034,322			$	13,424,364
T. B. King		$	892,508			$	713,600							$	1,606,108
T. E. Bottorff		$	1,729,979			$	16,456							$	1,746,435

(1)	If Ms. Everett or Mr. Worthington had been terminated for cause effective December 31, 2006, they would have been eligible for retirement benefits under the LTIP. Those payments are discussed separately in the narrative discussion following this table, below.

																		Non-Qualified
						Value of				Value of				Value of				Deferred
						Stock				Stock				Accum.				Compensation
		Severance				Options				Awards				Pension				Aggregate								Career
		Payment				Vesting(1)				Vesting(2)				Benefits				Balance				COBRA(3)				Transition				Total
P. A. Darbee		$	3,750,401			$	2,281,743			$	5,051,869			$	2,185,901			$	2,382,946			$	32,266			$	15,000			$	15,700,126
C. P. Johns		$	913,060			$	879,938			$	1,719,659			$	1,362,836			$	1,915,542			$	31,571			$	15,000			$	6,837,606
L. H. Everett		$	870,000			$	482,234			$	1,345,706			$	2,510,992			$	288,545			$	16,786			$	15,000			$	5,529,263
K. M. Harvey		$	163,532			$	751,843			$	1,123,562			$	2,653,214			$	268,203			$	31,571			$	15,000			$	5,006,925
B. R. Worthington		$	1,516,675			$	1,676,340			$	3,357,982			$	5,625,638			$	2,764,404			$	17,798			$	15,000			$	14,973,837
T. B. King		$	1,300,002			$	1,611,577			$	3,830,964			$	1,745,006			$	713,600			$	32,266			$	15,000			$	9,248,415
T. E. Bottorff		$	587,027			$	535,933			$	1,300,552			$	1,990,452			$	16,456			$	17,640			$	15,000			$	4,463,060

(1)	Value based on the difference between the option exercise price and $47.33, which was the closing price of PG&E Corporation common stock on December 29, 2006.
(2)	Value based on the December 29, 2006 closing price of $47.33.
(3)	As required by the health benefit provisions in the Consolidated Omnibus Budget Reconciliation Act (COBRA).

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1.	A lump sum payment of one and one-half or two times annual base salary and Short-Term Incentive Plan target (the applicable severance multiple being dependent on an officer’s level),
2.	Continued vesting of equity-based incentives for one and one-half or two years after termination (depending on the applicable severance multiple),
3.	Accelerated vesting of up to two-thirds of the Special Incentive Stock Ownership Premiums (SISOPs) granted under the Executive Stock Ownership Program (depending on an officer’s level), and
4.	Payment of health care insurance premiums for 18 months after termination.

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																						Present				Non-Qualified
														Value of				Value of				Value of				Deferred
		Short-Term												Stock				Stock				Accumulated				Compensation
		Incentive				Severance				Tax				Options				Awards				Pension				Aggregate
		Plan Award				Payment				Restoration				Vesting(1)				Vesting(2)				Benefits				Balance				Total
P. A. Darbee		$	975,000			$	5,850,000			$	0			$	2,670,617			$	8,829,955			$	3,234,128			$	2,382,946			$	23,942,646
C. P. Johns		$	271,700			$	2,297,100			$	1,881,886			$	988,694			$	2,751,751			$	744,496			$	1,915,542			$	10,851,169
L. H. Everett		$	145,000			$	1,305,000			$	920,917			$	482,234			$	1,307,862			$	2,510,992			$	288,545			$	6,960,550
K. M. Harvey		$	176,043			$	1,584,383			$	0			$	817,841			$	1,602,264			$	1,760,491			$	268,203			$	6,209,225
B. R. Worthington		$	269,088			$	2,275,014			$	0			$	1,676,340			$	3,278,916			$	5,625,638			$	2,764,404			$	15,889,400
T. B. King		$	461,250			$	3,228,750			$	0			$	1,767,012			$	5,543,873			$	2,022,930			$	713,600			$	13,737,415
T. E. Bottorff		$	141,250			$	1,271,250			$	0			$	598,182			$	1,545,080			$	1,729,979			$	16,456			$	5,302,197

(1)	Value based on the difference between the option exercise price and $47.33, which was the closing price of PG&E Corporation common stock on December 29, 2006.
(2)	Value based on the December 29, 2006 closing price of $47.33.

1.	Unpaid base salary earned through the termination date,
2.	Short-Term Incentive Plan target calculated for the fiscal year in which termination occurs (Target Bonus),
3.	Any accrued but unpaid vacation pay, and
4.	Three times the sum of Target Bonus and the officer’s annual base salary in effect immediately before either the date of termination or the change in control, whichever base salary is greater.

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1.	Any time periods relating to the exercise or realization of any stock-based incentive (including performance shares, stock options, performance units, and Special Incentive Stock Ownership Premiums (SISOPs) granted under the Executive Stock Ownership Program) will be accelerated so that such incentive may be exercised or realized in full immediately upon the change in control,
2.	All shares of restricted stock will immediately cease to be forfeitable, and
3.	All conditions relating to the realization of any stock-based incentive will terminate immediately.

1.	Any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, but excluding any benefit plan for employees or any trustee, agent, or other fiduciary for any such plan acting in such person’s capacity as such fiduciary), directly or indirectly, becomes the beneficial owner of securities of PG&E Corporation representing 20 percent or more of the combined voting power of PG&E Corporation’s then outstanding securities,
2.	During any two consecutive years, individuals who at the beginning of that period constitute the Board of Directors cease for any reason to constitute at least a majority of the Board of Directors, unless the election, or the nomination for election by the shareholders of PG&E Corporation, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or
3.	Any consolidation or merger of PG&E Corporation shall have been approved by the shareholders and consummated, other than a merger or consolidation that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent of such surviving entity) at least 70 percent of the combined voting power of the Corporation, such surviving entity, or the parent of such surviving entity outstanding immediately after the merger or consolidation,
4.	The shareholders of PG&E Corporation shall have approved:

	a.	Any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation, or
	b.	Any plan or proposal for the liquidation or dissolution of the Corporation.

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										Value of				Non-Qualified
		Value of				Value of				Accum.				Deferred
		Stock				Stock				Pension				Compensation
		Options				Awards				Benefits				Aggregate
		Vesting				Vesting				(Upon Death)				Balance				Total
P. A. Darbee		$	2,670,617			$	9,003,193			$	1,060,253			$	2,382,946			$	15,117,009
C. P. Johns		$	988,694			$	2,797,296			$	384,260			$	1,915,542			$	6,085,792
L. H. Everett		$	482,234			$	1,329,699			$	1,452,127			$	288,545			$	3,552,605
K. M. Harvey		$	817,841			$	1,624,547			$	1,898,506			$	268,203			$	4,609,097
B. R. Worthington		$	1,676,340			$	3,324,373			$	3,490,883			$	2,764,404			$	11,256,000
T. B. King		$	1,767,012			$	5,614,991			$	460,117			$	713,600			$	8,555,720
T. E. Bottorff		$	598,182			$	1,567,828			$	1,445,996			$	16,456			$	3,628,462

•	All unvested options vest immediately and are exercisable for the shorter of one year or the option term.
•	Restrictions on restricted stock vest on the first business day of January of the following year.
•	Unvested performance shares vest immediately. Vested shares are payable, if at all, as soon as practicable after completion of the performance period relevant to the performance share grant. The payout percentage is based on the same formula applied to active employees’ performance shares. Beneficiaries also may receive a cash payment equal to the amount of dividends accrued over a performance period with respect to the performance shares, multiplied by the same payout percentage used to determine the amount, if any, of the performance shares.
•	Unvested Special Incentive Stock Ownership Premiums (SISOPs) vest immediately and are payable in the seventh month following termination.

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		Name and Address of		Amount and Nature of				Percent
Class of Stock		Beneficial Owner		Beneficial Ownership				of Class
Pacific Gas and Electric Company stock(1)		PG&E Corporation(2) One Market, Spear Tower, Suite 2400 San Francisco, CA 94105			279,624,823				96.44%
PG&E Corporation Common stock		Goldman Sachs Asset Management, L.P.(3) 32 Old Slip New York, NY 10005			23,027,874				6.60%

(1)	Pacific Gas and Electric Company’s common stock and preferred stock vote together as a single class. Each share is entitled to one vote.
(2)	As a result of the formation of the holding company on January 1, 1997, PG&E Corporation became the holder of all issued and outstanding shares of Pacific Gas and Electric Company common stock. As of February 7, 2007, PG&E Corporation and a subsidiary held 100 percent of the issued and outstanding shares of Pacific Gas and Electric Company common stock, and neither PG&E Corporation nor any of its subsidiaries held shares of Pacific Gas and Electric Company preferred stock.
(3)	The information relating to Goldman Sachs Asset Management, L.P. is based on beneficial ownership as of December 31, 2006, as reported in a Schedule 13G filed with the Securities and Exchange Commission on February 9, 2007. Goldman Sachs Asset Management, L.P. has sole voting power with respect to 18,855,442 of these shares and sole dispositive power with respect to 23,027,874 of these shares.

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