Pacific Gas & Electric (PCG)

Item 5.02 Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers

            On November 9, 2005, Pacific Gas and Electric Company, or the Utility, a subsidiary of PG&E Corporation, announced that Dinyar B. Mistry, Vice President and Controller (principal accounting officer) of the Utility since 2000, will become Vice President of State Regulation responsible for overseeing the Utility’s state regulatory matters.  G. Robert Powell, 42, Vice President and Controller of PG&E Corporation since October 4, 2005, will oversee the Utility’s accounting function until the Utility’s Board of Directors appoints a successor to Mr. Mistry.  As reported in PG&E Corporation’s and the Utility’s joint Current Report on Form 8-K dated September 21, 2005 announcing the appointment of Mr. Powell, before joining PG&E Corporation, Mr. Powell had been a partner with PricewaterhouseCoopers LLC, a registered public accounting firm, since 2002.  Mr. Powell practiced in the firm’s national energy and utilities practice.  From 1990 to 2002, Mr. Powell was a partner with Arthur Andersen LLP, working in the firm’s energy and communications practice group.  Mr. Powell will not receive any additional compensation for overseeing the Utility’s accounting function. 

             Mr. Powell does not have any relationships or related transactions with PG&E Corporation or the Utility that would require disclosure pursuant to Item 401(d) or Item 404(a) of Securities and Exchange Commission Regulation S-K.

Item 5.02 Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers

            The information set forth above in Item 1.01 regarding the appointment of Peter A. Darbee as Chairman of the Boards of Directors of PG&E Corporation and the Utility and as Chief Executive Officer and President of PG&E Corporation and the appointment of Thomas B. King as President and Chief Executive Officer of the Utility, as a director of the Utility, and as a Senior Vice President of PG&E Corporation, to succeed Gordon R. Smith effective January 1, 2006, is hereby incorporated into Item 5.02 of this report by reference.

            Mr. King has served as Executive Vice President and Chief Operating Officer of the Utility since August 2, 2004.  From November 1, 2003 to August 1, 2004, he was Senior Vice President and Chief of Utility Operations at the Utility.  Prior to November 1, 2003, Mr. King had been a Senior Vice President of PG&E Corporation from January 1, 1999.   Since 1999, Mr. King also held various executive positions at PG&E National Energy Group, Inc., a former subsidiary of PG&E Corporation (NEG), involved in power generation, natural gas transmission, and wholesale energy marketing and trading.  Mr. King focused his activities primarily in NEG’s natural gas transmission business.  From November 15, 2002 to July 8, 2003, Mr. King served as the President and as a director of NEG. 

            Also, on September 21, 2005, the Board of Directors of the Utility elected Christopher P. Johns, 45, currently Senior Vice President, Chief Financial Officer and Controller of PG&E Corporation, to serve as the Senior Vice President, Chief Financial Officer and Treasurer of the Utility effective October 1, 2005.  Mr. Johns has served as the Senior Vice President and Controller of PG&E Corporation since September 19, 2001 and has served additionally as Chief Financial Officer since January 1, 2005.  Mr. Johns was the Vice President and Controller of PG&E Corporation from July 1, 1997 to September 18, 2001. 

            Mr. Johns will replace Kent M. Harvey, 47, who has been elected by the Board of Directors of PG&E Corporation to serve in the new position of Senior Vice President and Chief Risk and Audit Officer of PG&E Corporation effective October 1, 2005.  Mr. Harvey has been the Senior Vice President, Chief Financial Officer, and Treasurer of the Utility since January 1, 2000.  From January 1, 2000 to October 31, 2000 he also served as Controller of the Utility.

            The Board of Directors of PG&E Corporation also elected G. Robert Powell, 42, to serve as Vice President and Controller of PG&E Corporation effective October 4, 2005.  On such date, Mr. Johns’ title will become Senior Vice President, Chief Financial Officer and Treasurer of PG&E Corporation.  Before joining PG&E Corporation, Mr. Powell was a partner with PricewaterhouseCoopers LLC, a registered public accounting firm, since 2002.  Mr. Powell practiced in the firm’s national energy and utilities practice.  From 1990 to 2002, Mr. Powell was a partner with Arthur Andersen LLP, working in the firm’s energy and communications practice group.  PG&E Corporation has agreed to pay Mr. Powell an annual base salary of $280,000 and a one-time bonus of $225,000.  If Mr. Powell leaves PG&E Corporation within one year of his hire date, he will be required to refund a prorated portion of this bonus.  Mr. Powell also will receive relocation assistance in the form of a $3,000 monthly mortgage subsidy for a period of 48 months.  Mr. Powell also will be eligible to participate in the STIP with a target participation rate equal to 45% of his annual base salary, or $126,000, which amount will be prorated for 2005.   Maximum awards under the STIP equal two times annual salary.  Actual STIP awards are determined by the Nominating, Compensation and Governance Committee of the PG&E Corporation Board of Directors (Committee) based on the extent to which certain pre-established performance criteria are met.  Mr. Powell also will be eligible to receive equity awards under the PG&E Corporation Long Term Incentive Plan in 2006 as determined by the Committee, and is entitled to receive a perquisite allowance and other benefits generally provided to PG&E Corporation employees.  

            Mr. Darbee, Mr. King, Mr. Johns, Mr. Harvey, and Mr. Powell do not have any relationships or related transactions with PG&E Corporation or the Utility that would require disclosure pursuant to Item 401(d) or Item 404(a) of Securities and Exchange Commission Regulation S-K.