Social Security No.

Senior Vice President            

Human Resources

32^nd Floor

San Francisco, CA 94105

An annual base salary of $385,000 ($32,083/month) subject to ordinary withholdings.

A one time sign on bonus of $350,000, which will be paid on your first payroll check, subject to ordinary withholdings. Should you decide to resign from the Company within two years of your start date, you will repay the Company this sign on bonus, on a prorated basis.

You will be eligible to receive a retention bonus in the amount of $300,000 payable on the second anniversary of your start date. In order to receive this retention bonus you must be an active employee on the second anniversary of your start date. This bonus is subject to ordinary withholdings.

You are eligible to participate in the company’s Short-Term Incentive Plan (STIP) with a target participation rate of 55% percent of your eligible earnings (i.e., base salary) received during the plan year. You must be on PG&E’s active payroll as of October 1 to be eligible for a payout for that year. The STIP is an at-risk component of pay that rewards employees annually, and is tied to company and individual performance. Thus, STIP awards are not guaranteed. The Compensation Committee retains full discretion to determine and award STIP payments to PG&E employees.

You are eligible to receive a new hire award under PG&E Corporation’s Long-Term Incentive Plan (LTIP). Your new hire LTIP award will consist of restricted stock units that vest over a four-year period, 20% in each of the first three years, and 40% in the fourth year following the grant. This award will be granted on your start date, unless that date occurs during a “trading blackout” period, then the award date will be the first business day after the trading blackout ends.

In addition, you will receive a supplemental LTIP award having a value of $450,000 and consisting of an equal number of restricted stock units (which also vest over a four-year period, with a larger percentage vesting in the 4^th year) and performance shares (which vest on the first business day of March 2015). The value of the performance shares will be determined at the end of the performance period (January 1, 2012 – December 31, 2015) based upon the performance of PG&E Corporation stock relative to a group of 12 comparable companies. This award will be granted on your start date, unless that date occurs during a “trading blackout” period, then the award date will be the first business day after the trading blackout ends.

As an employee, you will be eligible for additional LTIP awards, which typically are granted annually. The Compensation Committee retains full discretion as to the approval of LTIP award form, amounts, and terms.

Participation in the PG&E Corporation Retirement Savings Plan (RSP), a 401(k) savings plan. You will be eligible to contribute as much as 50% of your salary on either a pre-tax or after-tax basis. We will match contributions up to 6% of your salary at 75 cents on each dollar contributed. All of the above contributions are subject to the applicable legal limits.

Participation in the PG&E Corporation Supplemental Executive Retirement Plan (SERP). The basic benefit payable from the SERP at retirement is a monthly annuity equal to the product of 1.7% x (average of the three highest years’ combination of salary and annual incentive for the last ten years of service) x years of credited service x 1/12. This benefit will be offset by benefits provided under the qualified retirement plan.

Participation in the PG&E Corporation Supplemental Retirement Savings Plan (SRSP), a non-qualified, deferred compensation plan. You may elect to defer payment of some of your compensation on a pre-tax basis. The Company will provide you with full matching contributions that cannot be provided through the RSP due to IRS limitations imposed on highly compensated employees.

An annual vacation allotment of five weeks, subject to future increases based on length of service. For your first year, the vacation allotment will be prorated based on your date of hire. In addition, Pacific Gas and Electric Company recognizes ten paid company holidays and provides three floating holidays and two weeks of sick leave immediately upon hire.

An annual perquisite allowance of $20,000 to be used in lieu of individual authorizations for cars and memberships in clubs and civic organizations. This will be paid upon your first paycheck.

Participation in PG&E’s health benefits program which permits you to select coverage tailored to your personal needs and circumstances. The benefits you elect will be effective the first of the month following the date of your hire and upon receipt of completed enrollment forms.

Participation in the Employee Discount program after six months of continuous service following your date of hire. The program offers participants a 25% discount on electricity and gas rates for their primary residence. In order to receive this benefit, you must (a) live within Pacific Gas and Electric Company’s service territory and (b) have the service in your name at your primary residence.

PG&E is very interested in career development. While our leadership development program is relatively new, we are committed to meeting both your and the company’s needs. You will be granted participation and course payment for the three remaining courses at Wharton School of Business, San Francisco campus to be taken one in year 2012 and two in year 2013. Further Executive Programs will be discussed and mutually agreed upon.

This offer also incorporates the benefits outlined in the attached term sheet.

Our employment offer also includes a comprehensive executive relocation package. The major components include 7 months of corporate housing, reimbursement of the closing costs associated with the sell of your primary residence and purchase of your new residence, the move of your household goods, two house hunting trips, temporary corporate housing, a $7,000 move allowance and a final trip to the San Francisco Bay Area. Should you not be able to sell your primary residence, you will be eligible for a guarantee purchase program. Some of our relocation benefits may constitute additional income to you and are subject to personal income tax. A detailed relocation package will be sent to you outlining your relocation benefits. Should you have any questions contact Lori Noack of Relocation Services at ###-###-####.

Please acknowledge your acceptance of this offer and the terms of this letter by signing the original, providing the information requested, and returning it to me (via fax: 415 ###-###-####). It is important to note that you will be an employee-at-will. This means that either you or PG&E may end your employment at any time, with or without cause, and with or without notice.

Social Security No.

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Component

Offer Amount

Comments

•   Annualized base salary subject to ordinary withholdings

Short-Term Incentive Target

(STIP)

•   Represents on-target amount as a % of eligible base salary earnings, per the terms of the 2012 STIP

Target Total Cash Compensation

Consists of two components:

(1)     $550,000 value, annual grant in the form of 100% RSUs

(2)     $450,000 value, supplemental grant, in the form of 50% RSUs and 50% Performance Shares

•   RSUs have a 4-year vesting schedule from date of grant (20%/20%/20%/40%)

•   The Performance Share component of the LTIP awards vest 100% in year 3 based on PG&E TSR relative to TSR of peer group of utilities

•  Paid in first paycheck, subject to ordinary withholdings

•  Paid on second anniversary of hire date, subject to ordinary withholdings

•  Paid in first paycheck

•  For use at employee discretion

•  Amount paid annually each year

•  See Relocation Summary on following page

•  Per vacation accrual schedule offered to Officers

401(k) Plan, Pension Plan, Supplemental Executive Retirement Plan (SERP)

•   See Benefits Summary on following page

•      Comprehensive healthcare and other benefits

•   See Benefits Summary on following page

CORPORATE HOUSING

Up to 6 months of corporate housing will be provided if the employee is still financially responsible for their former residence. The program is unable accommodate pets.

Up to 3 days, if unable to stay at former residence on final day of the

move and/or if unable to move directly into new residence

$75/day maximum for adults and children 16 years of age and older