* The composition of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company is the same, except that William (Bill) T. Morrow is director of the Pacific Gas and Electric Company Board of Directors only.

Permanent Committees of the Boards of Directors

Audit Committees (PG&E Corporation and Pacific Gas and Electric Company)

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Review financial and accounting practices, internal controls, external and internal auditing programs, business ethics, and compliance with laws, regulations, and policies that may have a material impact on the Consolidated Financial Statements. Satisfy themselves as to the independence and competence of the independent public accountants, select and appoint the firm of independent public accountants to audit PG&E Corporation’s and Pacific Gas and Electric Company’s accounts, and pre-approve all audit and non-audit services provided by the independent public accountants.

Barry Lawson Williams, Chair
David R. Andrews
Maryellen C. Herringer
Mary S. Metz

Compensation Committee (PG&E Corporation)

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Reviews employment, compensation, and benefits policies and practices, Board of Directors compensation, and long-range planning for officer development and succession.

C. Lee Cox, Chair
David A. Coulter
Barbara L. Rambo
Barry Lawson Williams

Executive Committees (PG&E Corporation and Pacific Gas and Electric Company)

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Subject to certain limits, may exercise the powers and perform the duties of the Boards of Directors.

Peter A. Darbee, Chair
David A. Coulter
C. Lee Cox
Maryellen C. Herringer
Mary S. Metz
William T. Morrow (1)
Barry Lawson Williams

(1) The Executive Committees of the PG&E Corporation and Pacific Gas and Electric Company Boards have the same members, except that William T. Morrow is a member of the Pacific Gas and Electric Company Executive Committee only.

Finance Committee (PG&E Corporation)

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Reviews financial and capital investment policies and objectives and specific actions required to achieve those objectives, long-term financial and investment plans and strategies, annual financial plans, dividend policy, short-term and long-term financing plans, proposed capital expenditures, proposed divestitures, major commercial and investment banking, financial consulting, and other financial relations, and risk management activities. Annually reviews a five-year financial plan that incorporates PG&E Corporation’s business strategy goals, as well as an annual budget that reflects elements of the approved five-year plan.

David A. Coulter, Chair
Leslie S. Biller
C. Lee Cox
Barbara L. Rambo
Barry Lawson Williams

Nominating and Governance Committee (PG&E Corporation)

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Recommends candidates for nomination as directors and reviews the composition and performance of the Boards of Directors. Reviews corporate governance matters, including the Corporate Governance Guidelines of PG&E Corporation and Pacific Gas and Electric Company.

Maryellen C. Herringer, Chair
David R. Andrews
Richard A. Meserve
Barbara L. Rambo

Public Policy Committee (PG&E Corporation)

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Reviews public policy issues that could significantly affect the interests of customers, shareholders, or employees, policies and practices with respect to those issues, and significant societal, governmental, and environmental trends and issues that may affect the operations of PG&E Corporation, Pacific Gas and Electric Company, or their respective subsidiaries.

Mary S. Metz, Chair
David R. Andrews
Leslie S. Biller
Richard A. Meserve