Pacific Gas & Electric (PCG)

FORM OF RESTRICTED STOCK AGREEMENT

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

Date of Award:           January 3, 2005

Name of Recipient:                                                                                                                              

Recipient’s Social Security Number:  _____-____-_____

Number of Shares of Restricted Stock Awarded:                                                                                 

Aggregate Fair Market Value of Restricted Stock on Date of Award:     $____________

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement. You and PG&E Corporation agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of the attached Agreement.  You are also acknowledging receipt of this Agreement and a copy of the prospectus describing the LTIP and the Restricted Stock dated January 1, 2005.

Recipient:                                                                                                                                      
                                                                      (Signature)

Attachment

Please return your signed Agreement to PG&E Corporation, Human Resources,
One Market Street, Spear Street Tower, Suite 400, San Francisco, California 94105