2006 LONG-TERM INCENTIVE PLAN
AMENDMENT AND RESTATEMENT OF
PERFORMANCE SHARE AGREEMENT
PG&E CORPORATION , a California corporation, hereby amends and restates the terms and
conditions of the Performance Share Agreements granting Performance Shares on January 3, 2006 under the
PG&E Corporation 2006 Long-Term Incentive Plan (the “LTIP”). The terms and conditions of the amended
and restated Performance Share Agreements are set forth below:
The LTIP and Other
This Agreement constitutes the entire understanding between you and PG&E
Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any
prior agreements, commitments or negotiations are superseded. In the event of any
conflict or inconsistency between the provisions of this Agreement and the LTIP, the
LTIP shall govern.
For purposes of this Agreement, employment with PG&E Corporation shall mean
employment with any member of the Participating Company Group.
PG&E Corporation grants you the number of Performance Shares shown on the cover
sheet of this Agreement. The Performance Shares are subject to the terms and
conditions of this Agreement and the LTIP.
As long as you remain employed with PG&E Corporation, the Performance Shares will
vest on the first business day of January (the “Vesting Date”) of the third year following
the date of grant specified in the cover sheet. Except as described below, all
Performance Shares subject to this Agreement that have not vested shall be forfeited
upon termination of your employment.
Upon the Vesting Date, PG&E Corporation’s total shareholder return (TSR) will be
compared to the TSR of the twelve other companies in PG&E Corporation’s
for the prior three calendar years (the “Performance
Period”). Subject to rounding considerations, there will be no payout for TSR below