AGREEMENT AND RELEASE
This Agreement and Release (hereafter "Agreement") is made and entered into by and between THOMAS W.
HIGH and PG&E CORPORATION (hereafter, PG&E Corp.) (collectively referred to as "the parties") and sets
forth the terms and conditions of Mr. High's separation from PG&E Corp.
1. Mr. High shall voluntarily resign from his employment with PG&E Corp. and from his position as SVP -
Administration and External Relations of PG&E Corp. and as an officer and/or director of any and all subsidiary
and affiliate companies of PG&E Corp., effective close of business April 30, 2001.
2. Beginning on May 1, 2001, and until the first of the month following the month in which Mr. High reaches age
55, PG&E Corp. shall pay to Mr. High an annual benefit under the Supplemental Executive Retirement Plan
(SERP) of approximately Two Hundred and Ninety Seven Thousand, Two Hundred and Forty Four Dollars
($297,244.00), in equal monthly installments. Thereafter, and for the remainder of his life, PG&E Corp. shall pay
Mr. High an annual benefit under the SERP of approximately Two Hundred Thirty Five Thousand, Five Hundred
and Forty Six Dollars ($235,546.00), payable in equal monthly installments, which amount shall be in addition to
any benefits to which Mr. High is otherwise entitled under the terms of the Retirement Plan for Employees of
Pacific Gas and Electric Company. The benefits described in this paragraph are in the form of a single life annuity,
and Mr. High shall be entitled to make any elections with respect to survivor benefits, payment options, or such
other optional forms of benefits as are provided for in the SERP, consistent with the actuarial factors used by the
SERP plan administrator.
3. PG&E Corp. shall provide Mr. High executive career counseling and/or placement services from the firm of
Spherion Corporation or, at his selection, another firm providing such services under contract with PG&E Corp.
If Mr. High becomes reemployed during the one year following the