THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE PURSUANT TO THE PG&E
CORPORATION OFFICER SEVERANCE PLAN, ADOPTED BY THE NOMINATING,
COMPENSATION, AND GOVERNANCE COMMITTEE OF PG&E CORPORATION, AND ARE
NOT SUBJECT TO NEGOTIATION
This Separation Agreement (this “Agreement”) is made and entered into by and between Bruce R.
Worthington and PG&E Corporation (the “Company”) (collectively the “Parties”) and sets forth the terms and
conditions of Mr. Worthington’s separation from employment with the Company. The “Effective Date” of this
Agreement is defined in paragraph 17(a).
Resignation. Effective the close of business on November 10, 2006, Mr. Worthington will
resign from his position as Senior Vice President and General Counsel of the Company. Effective the close of
business on April 6, 2007 (for purposes of this Agreement, the “Date of Resignation”), Mr. Worthington will
resign from employment with the Company. Regardless of whether Mr. Worthington accepts this Agreement, on
his Date of Resignation, he will be paid all salary or wages and vacation accrued, unpaid and owed to him as of
that date, he will remain entitled to any other benefits to which he is otherwise entitled under the provisions of the
Company’s plans and programs, and he will receive notice of the right to continue his existing health-insurance
coverage pursuant to COBRA.
Upon the Date of Resignation, all unvested stock option grants, restricted stock grants, and performance
share grants provided to Mr. Worthington under PG&E Corporation’s Long-Term Incentive Program and 2006
Long-Term Incentive Plan shall vest under the provisions governing termination by reason of retirement contained
in each respective plan or program in effect at the time this agreement is signed by Mr. Worthington. The
payment, exercise, and withdrawal of Mr. Worthington’s vested stock option grants, restricted stock grants and
performance share grants shall be as provided under the te