Nominating and Governance Committee

RESOLUTION OF THE BOARD OF DIRECTORS OF PG&E CORPORATION

December 19, 2007

WHEREAS, this Board of Directors believes that it is in the best interests of this corporation to divide the current Nominating, Compensation, and Governance Committee of this Board into two separate committees: (1) a Nominating and Governance Committee, which would assist the respective Boards of Directors of this corporation, Pacific Gas and Electric Company, and any other subsidiary whose Board is not composed entirely of employees of this corporation or its subsidiaries or affiliates (hereinafter referred to as “subsidiaries with non-employee directors”) on matters relating to director nominations, corporate governance, and the evaluation and oversight of directors, and (2) a Compensation Committee, which would assist such Boards on matters generally related to director, officer, and employee compensation and the evaluation and oversight of management;


NOW, THEREFORE, BE IT RESOLVED that, effective January 1, 2008, a Nominating and Governance Committee of this Board of Directors hereby is established to consist of at least three directors, appointed by and serving at the pleasure of the Board of Directors, one of whom shall be appointed by this Board of Directors as the Committee’s chair, and all of whom shall satisfy independence and qualification criteria established by this Board of Directors, as set forth in this corporation’s Corporate Governance Guidelines;


BE IT FURTHER RESOLVED that the basic responsibility of the Nominating and Governance Committee shall be to advise and assist this Board, the Board of Directors of Pacific Gas and Electric Company, and the Board of Directors of any other subsidiary with non-employee directors with respect to the selection of directors and corporate governance matters, including the corporate governance principles and practices of this corporation and Pacific Gas and Electric Company, and evaluating the performance and effectiveness of this Board and the Board of Directors of Pacific Gas and Electric Company. The Nominating and Governance Committee shall have the sole authority to retain and terminate any firm as it deems necessary or appropriate to assist the Committee in exercising its duties and responsibilities, including assisting the Committee in identifying director candidates, and to approve such firm’s fees and other retention terms. More specifically, the Nominating and Governance Committee shall:

  1. Annually review and recommend to this Board of Directors the appropriate skills and characteristics required of Board members in the context of the current composition of the Board, and perform similar periodic reviews with the Boards of Directors of Pacific Gas and Electric Company and any other subsidiary with non-employee directors.

  2. (a) Review the qualifications of candidates for this Board of Directors, in consultation with the Chairman of the Board and the Chief Executive Officer of this corporation; and (b) perform a similar function for Pacific Gas and Electric Company, in consultation with that company’s Chairman of the Board and the PG&E Corporation Chief Executive Officer.

  3. (a) Review and recommend to this Board of Directors the nominees for election to the Board; and (b) perform a similar function for Pacific Gas and Electric Company. Such review and recommendation shall include review of candidates, if any, submitted by shareholders of the respective company. Recommendations for candidates for election to this Board and the Board of Directors of Pacific Gas and Electric Company shall be consistent with qualifications and criteria approved by the respective Board of Directors.

  4. (a) Recommend to this Board of Directors, after consultation with the Chairman of the Board and the Chief Executive Officer of this corporation, the chairmanship and membership of each committee of the Board of Directors of this corporation, consistent with term limits specified in the corporation’s Corporate Governance Guidelines; and (b) perform a similar function for Pacific Gas and Electric Company, after consultation with that company’s Chairman of the Board and the PG&E Corporation Chief Executive Officer.

  5. (a) Recommend to this Board of Directors a nominee for lead director of this corporation’s Board; and (b) perform a similar function for Pacific Gas and Electric Company.

  6. (a) Assist this Board of Directors in reviewing the appropriateness of any director’s nomination for re-election to the Board if that director offers a resignation upon changing employment or the major responsibilities that the director held upon joining the Board; and (b) perform a similar function for Pacific Gas and Electric Company.

  7. Oversee the process for evaluating and assessing the performance of this Board of Directors and the Board of Directors of Pacific Gas and Electric Company, including Board committees, collect and review the results of the Board committees’ evaluations, and provide the results to the appropriate Board for consideration in that Board’s evaluation.

  8. Review matters of corporate governance, including the review of shareholder proposals, and report to this Board of Directors and the Board of Directors of Pacific Gas and Electric Company on a periodic basis with respect to such matters.

  9. Develop and recommend to this Board of Directors and the Board of Directors of Pacific Gas and Electric Company a set of corporate governance principles applicable to each said company, review each company’s corporate governance guidelines periodically, and recommend to the appropriate Board of Directors such changes as the Committee deems necessary or appropriate.

  10. Conduct an annual performance evaluation of the Committee.

  11. Report regularly to this Board of Directors and the Board of Directors of Pacific Gas and Electric Company, as appropriate, on the Committee’s deliberations and actions taken, and deliberations or actions taken by any formal subcommittees that may be established by the Committee.


BE IT FURTHER RESOLVED that the Nominating and Governance Committee is authorized to establish one or more subcommittees vested with any authority held by the Committee, and shall establish appropriate charters and procedures for operation of any such subcommittees; and


BE IT FURTHER RESOLVED that the Nominating and Governance Committee shall fix its own time and place of meetings and shall prescribe its own rules of procedure; and


BE IT FURTHER RESOLVED that, unless otherwise designated by the Committee, the Corporate Secretary of this corporation, or an Assistant Corporate Secretary, shall serve as a secretary to the Nominating and Governance Committee.


BE IT FURTHER RESOLVED that, effective January 1, 2008, the resolution establishing the Nominating, Compensation, and Governance Committee adopted by the Board of Directors on December 20, 2006 is hereby superseded.