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NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(As amended effective as of July 1, 2004)
Purpose of the Plan
This is the controlling and definitive statement of the PG&E Corporation Non-Employee Director Stock Incentive Plan
(hereinafter called the PLAN 1 ). The purpose of the PLAN is to advance the interests of the CORPORATION by
providing NON-EMPLOYEE DIRECTORS with financial incentives to promote the success of its long-term (five to ten
years) business objectives, and to increase their proprietary interest in the success of the CORPORATION. Inasmuch as
the PLAN is designed to encourage financial performance and to improve the value of shareholders' investment in PG&E
CORPORATION, the costs of the PLAN will be funded from corporate earnings.
Capitalized words are defined in Section 15 hereof.
Formula Awards of Director Restricted Stock, Non-Qualified Stock Options and Phantom Stock to Non-Employee
All awards of DIRECTOR RESTRICTED STOCK, NON-QUALIFIED STOCK OPTIONS and PHANTOM STOCK under
the PLAN shall be automatic and non-discretionary, and shall be made strictly in accordance with the provisions
contained herein. No person shall have any discretion to select which NON-EMPLOYEE DIRECTORS shall be granted
DIRECTOR RESTRICTED STOCK, NON-QUALIFIED STOCK OPTIONS or PHANTOM STOCK. Further, no person
shall have any discretion to determine the number of shares of DIRECTOR RESTRICTED STOCK awarded to a NON-
EMPLOYEE DIRECTOR, and, except as otherwise provided in Section 4 with respect to a NON-EMPLOYEE
DIRECTOR'S election to allocate formula awards between NON-QUALIFIED STOCK OPTIONS and PHANTOM
STOCK, no person shall have any discretion to determine the number of shares underlying NON-QUALIFIED STOCK
OPTIONS and PHANTOM STOCK awarded to a NON-EMPLOYEE DIRECTOR.
Awards of Director Restricted Stock
(a) On the first business day of each calendar year begi