Pacific Gas & Electric (PCG)

Potential Payments Following a Change in Control and Other Triggering Events

This table estimates potential payments for each individual named in the Summary Compensation Table (other than Mr. Morrow and Mr. Powell) as if there were a Change in Control of PG&E Corporation and its affiliates during 2008, and (1) the successor company does not continue the outstanding awards in a manner that preserves their value, and (2) the individual is terminated or constructively terminated in connection with the Change in Control effective December 31, 2008. Officers who hold a position of Senior Vice President or higher at PG&E Corporation, or who are the principal executive officer of a subsidiary listed in the PG&E Corporation Officer Severance Policy, are eligible to receive enhanced severance benefits when termination is in connection with a change in control. Other officers are eligible to receive standard (non change in control) severance benefits.

(1)

The nature of severance benefits for PG&E Corporation officers at the Senior Vice President level and higher are described in the narrative following this table. Because Mr. Keenan and Ms. Barcon would receive benefits consistent with a termination event that is not in connection with a change in control, the specific severance benefits for these officers is described in the preceding section entitled "Potential Payments Upon Termination Without Cause."

(2)

Value based on the difference between the option exercise price and $38.71, which was the closing price of PG&E Corporation common stock on December 31, 2008.

(3)

Performance shares are valued at $37.3976 per share, the average closing price for the last 30 calendar days of the year. All other stock awards are valued at the December 31, 2008 closing price of $38.71. Payout percentages applied to performance shares reflect performance through December 31, 2008.

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PG&E Corporation's and Pacific Gas and Electric Company's policy is not to provide benefits conditioned solely upon a Change in Control. In general, payments are triggered only if the Change in Control has been implemented (not just approved by shareholders) and (1) there has been termination or constructive termination of the individual in connection with a Change in Control or potential Change in Control, or (2) with respect to vesting of equity-based awards, the successor entity has elected not to continue any equity-based awards in a manner that preserves the value of those awards or substitute those awards with substantially equivalent awards.

These benefits are provided by the PG&E Corporation Officer Severance Policy, the LTIP and related award agreements, and the Executive Stock Ownership Program. Benefits under the Officer Severance Policy may be limited by the PG&E Corporation Golden Parachute Restriction Policy, which was adopted on February 15, 2006.