<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 33-50601
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PG&E CORPORATION
(Exact name of issuer as specified in its charter)
California 94-3234914
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
77 Beale Street, P.O. Box 770000, San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
SAVINGS FUND PLAN FOR
EMPLOYEES OF PACIFIC GAS AND ELECTRIC COMPANY
(Full title of the plan)
Bruce R. Worthington, Esq.
PG&E Corporation
77 Beale Street, P.O. Box 770000, San Francisco, California 94177
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 973-2078
Copy to:
Leslie P. Jay, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
<PAGE>
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Effective January 1, 1997, PG&E Corporation (the "Company") will become the
successor issuer to the Common Stock of Pacific Gas and Electric Company
("PG&E"). On that date, the Company will become the parent corporation of PG&E
and the issued and outstanding shares of PG&E's Common Stock will be converted,
on a share-for-share basis, for the Common Stock of the Company. This Post-
Effective Amendment No. 2 to the Company's Registration Statement on Form S-8
(Commission File No. 33-50601) is filed pursuant to Rule 414(d) under the
Securities Act of 1933 (the "1933 Act"). The Company expressly adopts such
Registration Statement as its own for all purposes of the 1933 Act and the
Securities Exchange Act of 1934.
2
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual reports of the Company, PG&E, and the Savings
Fund Plan for the Employees of Pacific Gas and Electric Company (the "Plan")
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); (ii) all reports filed by the Company and PG&E
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by such latest annual reports; and (iii) the description of
the Company's common stock filed pursuant to the Exchange Act, including any
amendment or report filed for the purpose of updating such description. All
documents filed by the Company or the Plan after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
and prior to the filing of a post-effective amendment (that indicates all
securities offered have been sold or deregisters all securities then remaining
unsold), shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock and all legal matters in connection therewith
will be passed upon by Bruce R. Worthington, Esq., General Counsel of PG&E
Corporation. Mr. Worthington and other members of Pacific Gas and Electric
Company's Law Department who will participate in consideration of legal matters
relating to the Common Stock, together with members of their respective
families, own in the aggregate approximately 2,100 shares of Common Stock, and
have received options to purchase approximately 68,100 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code and Article SIXTH of the
Company's Articles of Incorporation provide for indemnification of the Company's
directors and officers under certain circumstances. The Company's Board of
Directors has adopted a resolution regarding the Company's policy of
indemnification and the Company maintains insurance which insures directors and
officers of the Company against certain liabilities.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Restated Articles of Incorporation of PG&E Corporation (incorporated
by reference to Exhibit 3.1 to the registrant's Registration Statement
on Form 8-B, File No. 1-12609).
4.2 By-Laws of PG&E Corporation (incorporated by reference to Exhibit
3.2 to the registrant's Registration Statement on Form 8-B, File No.
1-12609).
4.3 Savings Fund Plan for Employees of Pacific Gas and Electric Company
applicable to non-union employees, as amended and restated effective
as of January 1, 1997 (incorporated by reference to Exhibit 10.7 to the
registrant's Registration Statement on Form 8-B, File No. 1-12609).
4.4 Savings Fund Plan for Employees of Pacific Gas and Electric Company
applicable to union employees, as amended and restated effective as of
January 1, 1997.
4.5 Master Trust Agreement between the Company and State Street Bank and
Trust Company (incorporated by reference to the Plan's Form 11-K for
fiscal year 1987, Exhibit 2, filed as Exhibit 28 to Pacific Gas and
Electric Company's Form 10-K for fiscal year 1987, File No. 1-2348).
5.1 Undertaking re Status of Favorable Determination Letter Covering the
Plan.
The registrant's subsidiary, Pacific Gas and Electric Company
("PG&E"), has received a favorable determination letter from the
Internal Revenue Service (the "IRS") concerning the qualification of
the Savings Fund Plan for Employees of Pacific Gas and Electric
Company (the "Plan") under Section 401(a) and related provisions of
the Internal Revenue Code of 1986, as amended. The registrant will
cause PG&E to submit any future material amendments to the Plan to the
IRS for a favorable determination that the Plan, as amended, continues
to so qualify.
5.2 Opinion of Bruce R. Worthington, Esq.
23.1 Consent of Arthur Andersen LLP.
4
<PAGE>
23.2 Consent of Bruce R. Worthington, Esq. is included in Exhibit 5.1.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution of
the Registration Statement.
24.3 Action by Written Consent of Employee Benefit Finance Committee
delegating to the Chairman of the Committee the authority to execute
the Registration Statement (incorporated by reference to Exhibit 25.3
to the registrant's Registration Statement on Form S-8, File No. 33-
36988).
99.1 Agreement of Merger (incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-B, File No. 1-12609).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement
5
<PAGE>
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
6
<PAGE>
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 30th of
December, 1996.
PG&E CORPORATION
(Registrant)
By BRUCE R. WORTHINGTON
---------------------------------------
(Bruce R. Worthington, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
A. Principal Executive Officer
*STANLEY T. SKINNER Chairman of the December 30, 1996
Board, Chief
Executive Officer
and Director
B. Principal Financial Officer
*GORDON R. SMITH Chief Financial December 30, 1996
Officer
C. Controller or Principal
Accounting Officer
*CHRISTOPHER P. JOHNS Controller December 30, 1996
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
D. Directors
<S> <C> <C>
* ROBERT D. GLYNN, JR. Director December 30, 1996
* RICHARD A. CLARKE Director December 30, 1996
* H. M. CONGER Director December 30, 1996
* MARY S. METZ Director December 30, 1996
* WILLIAM S. DAVILA Director December 30, 1996
* DAVID M. LAWRENCE, MD Director December 30, 1996
* REBECCA Q. MORGAN Director December 30, 1996
* DAVID A. COULTER Director December 30, 1996
* C. LEE COX Director December 30, 1996
* ALAN SEELENFREUND Director December 30, 1996
* SAMUEL T. REEVES Director December 30, 1996
* BARRY LAWSON WILLIAMS Director December 30, 1996
* CARL E. REICHARDT Director December 30, 1996
* RICHARD B. MADDEN Director December 30, 1996
</TABLE>
*By: BRUCE R. WORTHINGTON
----------------------------------------
(Bruce R. Worthington, Attorney-in-Fact)
8
<PAGE>
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on the 30th day of December, 1996.
SAVINGS FUND PLAN FOR EMPLOYEES OF
PACIFIC GAS AND ELECTRIC COMPANY
* By GORDON R. SMITH, CHAIRMAN
----------------------------------
Employee Benefit Finance Committee
* By BRUCE R. WORTHINGTON
---------------------------------------
(Bruce R. Worthington, Attorney-in-Fact)
9
<PAGE>
EXHIBIT INDEX
4.1 Restated Articles of Incorporation of PG&E Corporation (incorporated
by reference to Exhibit 3.1 to the registrant's Registration Statement
on Form 8-B, File No. 1-12609).
4.2 By-Laws of PG&E Corporation (incorporated by reference to Exhibit 3.2
to the registrant's Registration Statement on Form 8-B, File No. 1-
12609).
4.3 Savings Fund Plan for Employees of Pacific Gas and Electric Company
applicable to non-union employees, as amended and restated effective
as of January 1, 1997 (incorporated by reference to Exhibit 10.7 to
the registrant's Registration Statement on Form 8-B, File No. 1-
12609).
4.4 Savings Fund Plan for Employees of Pacific Gas and Electric Company
applicable to union employees, as amended and restated effective as of
January 1, 1997.
4.5 Master Trust Agreement between the Company and State Street Bank and
Trust Company (incorporated by reference to the Plan's Form 11-K for
fiscal year 1987, Exhibit 2, filed as Exhibit 28 to Pacific Gas and
Electric Company's Form 10-K for fiscal year 1987, File No. 1-2348).
5.1 Undertaking re Status of Favorable Determination Letter Covering the
Plan (See Item 8 of this Registration Statement).
5.2 Opinion of Bruce R. Worthington, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bruce R. Worthington, Esq. is included in Exhibit 5.1.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution of the
Registration Statement.
24.3 Action by Written Consent of Employee Benefit Finance Committee
delegating to the Chairman of the Committee the authority to execute
the Registration Statement (incorporated by reference to Exhibit 25.3
to the registrant's Registration Statement on Form S-8, File No. 33-
36988).
10
<PAGE>
99.1 Agreement of Merger (incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-B, File No. 1-12609).
11
<PAGE>
EXHIBIT 4.4
THE PACIFIC GAS AND ELECTRIC COMPANY
SAVINGS FUND PLAN
FOR UNION-REPRESENTED EMPLOYEES
__________________________________________
This is the controlling and definitive statement of the Pacific Gas
and Electric Company Savings Fund Plan for Union-Represented EMPLOYEES/1/ in
effect on and after January 1, 1997. The PLAN, which covers ELIGIBLE EMPLOYEES
of the COMPANY and other EMPLOYERS, is a further revision of the one originally
placed in effect by the COMPANY as of April 1, 1959. It has since been amended
from time to time. The PLAN as amended may be further amended retroactively in
order to meet applicable rules and regulations of the Internal Revenue Service,
the United States Department of Labor and all other applicable rules and
regulations.
The PLAN is maintained for the exclusive benefit of participants or
their BENEFICIARIES, and contributions or benefits under the PLAN do not
discriminate in favor of HIGHLY COMPENSATED EMPLOYEES.
ELIGIBILITY AND PARTICIPATION
-----------------------------
1. Eligibility
-----------
A union-represented EMPLOYEE becomes an ELIGIBLE EMPLOYEE upon completion
of one year of SERVICE. Once eligibility occurs it continues as long as
the EMPLOYEE remains a union-represented EMPLOYEE and SERVICE continues.
2. Participation
-------------
To become a participant, an ELIGIBLE EMPLOYEE must provide NOTICE to the
PLAN ADMINISTRATOR of the ELIGIBLE EMPLOYEE'S election to participate and
to be bound by the terms of the PLAN. Through such NOTICE, the ELIGIBLE
EMPLOYEE shall:
(a) authorize the EMPLOYER to reduce his COVERED COMPENSATION by a stated
percentage and to contribute such amount to the PLAN as a (S) 401(k)
CONTRIBUTION; and/or
(b) elect to make NON-(S) 401(k) CONTRIBUTIONS, if any, to the PLAN; and
- --------------------
/1/Words in all capitals are defined in Section 30.
<PAGE>
(c) instruct the PLAN ADMINISTRATOR as to the manner in which EMPLOYEE
contributions and matching EMPLOYER CONTRIBUTIONS are to be invested.
CONTRIBUTIONS
-------------
3. EMPLOYEE Contributions
----------------------
To become a contributing participant, an ELIGIBLE EMPLOYEE must make (S)
401(k) CONTRIBUTIONS, NON-(S) 401(k) CONTRIBUTIONS, or a combination of
both to the PLAN through payroll deduction.
All contributions withheld by the EMPLOYER from COVERED COMPENSATION are
paid over to the TRUSTEE, unconditionally credited to the participant's
account and invested in accordance with the participant's instructions.
(a) (S) 401(k) CONTRIBUTIONS. A (S) 401(k) CONTRIBUTION is an election to
------------------------
defer the receipt of a specified whole percentage of COVERED
COMPENSATION which would otherwise be currently payable to a
participant. The EMPLOYER shall reduce the participant's COVERED
COMPENSATION by an amount equal to the percentage of the (S) 401(k)
CONTRIBUTION elected by the participant. Under current law, (S)
401(k) CONTRIBUTIONS deferred by a participant under the PLAN are not
subject to federal or state income tax until actually withdrawn or
distributed from the PLAN.
(b) NON-(S) 401(k) CONTRIBUTIONS. NON-(S) 401(k) CONTRIBUTIONS differ
----------------------------
from (S) 401(k) CONTRIBUTIONS in that a participant has already paid
taxes on the amounts contributed to the PLAN. All EMPLOYEE
Contributions made to the PLAN as it existed prior to October 1, 1984,
are considered to be NON-(S) 401(k) CONTRIBUTIONS and are so recorded
in the accounts maintained by the PLAN ADMINISTRATOR.
NON-(S) 401(k) CONTRIBUTIONS must be made in whole percentages of
COVERED COMPENSATION, and the sum of all (S) 401(k) CONTRIBUTIONS and
NON-(S) 401(k) CONTRIBUTIONS made by a participant may not exceed 15
percent of the participant's COVERED COMPENSATION.
(c) CHANGING CONTRIBUTIONS. By giving NOTICE to the PLAN ADMINISTRATOR, a
----------------------
participant may direct the PLAN ADMINISTRATOR to cease or resume
making contributions, or to change the rate of contributions. Any
such change shall become effective within 30 days of receipt by the
PLAN ADMINISTRATOR of such NOTICE.
2
<PAGE>
4. Employer Contributions
----------------------
(a) Each and every time that participants make (S) 401(k) or non-(S)
401(k) CONTRIBUTIONS eligible for matching EMPLOYER CONTRIBUTIONS, the
COMPANY shall make a matching EMPLOYER CONTRIBUTION to the PLAN in
cash or in whole shares of COMMON STOCK, or partly in both. Matching
EMPLOYER CONTRIBUTIONS shall be limited to an amount equal to one-
half of the aggregate participant contributions eligible for matching
EMPLOYER CONTRIBUTIONS under the provisions of Subsection 4(a)(1).
The COMPANY shall charge to each EMPLOYER its appropriate share of
matching EMPLOYER CONTRIBUTIONS.
(1) (S) 401(k) and NON-(S) 401(k) CONTRIBUTIONS
Eligible for Matching EMPLOYER CONTRIBUTIONS. Although a
participant may elect to defer up to 15 percent of COVERED
COMPENSATION to the PLAN, the maximum amount of a
participant's contributions eligible for matching EMPLOYER
CONTRIBUTIONS shall be one of the following percentages of
COVERED COMPENSATION:
a) zero percent, with at least one year but less than three
years of SERVICE; or
b) up to 3 percent, with at least three but less than five
years of SERVICE; or
c) up to 4 percent, with at least five but less than 10
years of SERVICE; or
d) up to 5 percent, with at least 10 but less than 15 years
of SERVICE; or
e) up to 6 percent, with at least 15 years of SERVICE.
f) for a participant who is absent from work and receiving
temporary compensation under any state Worker's
Compensation Law or under the Company's Long-Term
Disability Plan, the larger of:
i) the maximum percentage calculated under (i),
(ii), (iii), (iv), or (v), whichever is
applicable; or
ii) the dollar amount which was eligible for matching
EMPLOYER CONTRIBUTIONS immediately before the
participant's absence began.
3
<PAGE>
(b) Investment of EMPLOYER CONTRIBUTIONS. All EMPLOYER CONTRIBUTIONS made
to the PLAN shall be invested by the TRUSTEE in accordance with a
participant's INVESTMENT FUND directions.
5. Limitations
-----------
(a) Average Deferral Percentage Limitation. In any PLAN YEAR, the average
--------------------------------------
rate of (S) 401(k) CONTRIBUTIONS as a percentage of compensation for
all participating HIGHLY COMPENSATED ELIGIBLE EMPLOYEES shall not
exceed the larger of:
(1) the average rate of (S) 401(k) CONTRIBUTIONS as a percentage of
compensation for all other participating ELIGIBLE EMPLOYEES
multiplied by 1.25 percent; or
(2) the lesser of:
a) the average rate of (S) 401(k) CONTRIBUTIONS as a percentage
of compensation for all other participating ELIGIBLE
EMPLOYEES multiplied by 2; or
b) the average rate of (S) 401(k) CONTRIBUTIONS as a percentage
of compensation for all other participating ELIGIBLE
EMPLOYEES plus 2 percentage points, or such lesser amount as
the Secretary of the Treasury may prescribe in order to
prevent the multiple use of this alternative limitation with
respect to any HIGHLY COMPENSATED participant. If multiple
use of the alternative limitation occurs with respect to the
Average Deferral Percentage Limitation and Average
Contribution Percentage Limitation in this PLAN, it will be
corrected by reducing the actual contribution percentage of
HIGHLY COMPENSATED participants in the manner described in
Section 5(c), below.
The average rate of (S) 401(k) CONTRIBUTIONS for a PLAN YEAR for a
designated group of ELIGIBLE EMPLOYEES shall be the average of the
ratios, calculated separately for each participating ELIGIBLE
EMPLOYEE in the group, of the amount of (S) 401(k) CONTRIBUTIONS made
by each EMPLOYEE for the PLAN YEAR, to the EMPLOYEE'S compensation
for such PLAN YEAR. As used in this subsection, compensation shall
mean compensation paid by an EMPLOYER to the participant during the
PLAN YEAR which is required to be reported as wages on the
4
<PAGE>
participant's form W-2 and shall also include compensation which is
not currently includable in the participant's gross income by reason
of the application of CODE Sections 125 and 402(e)(3).
For purposes of this subsection, the ratio of the amount of (S)
401(k) CONTRIBUTIONS to a participant's compensation for any
participant who is HIGHLY COMPENSATED for the PLAN YEAR and who is
eligible to have elective deferrals or qualified employer deferral
contributions allocated to his account under two or more plans or
arrangements described in Section 401(k) of the CODE that are
maintained by an employer or affiliated employer shall be determined
as if all such (S) 401(k) CONTRIBUTIONS, elective deferrals and
qualified employer deferral contributions were made under a single
arrangement.
For purposes of determining the ratio of the amount of (S) 401(k)
CONTRIBUTIONS to a participant's compensation for a participant who
is HIGHLY COMPENSATED by reason of being one of the ten highest-paid
EMPLOYEES or a 5 percent owner of the controlled group of
corporations, as defined in Section 414 of the CODE, the (S) 401(k)
CONTRIBUTIONS and compensation of such participant shall include the
(S) 401(k) CONTRIBUTIONS and compensation of the participant's family
members, as defined in Section 414 of the CODE, and such family
members shall be disregarded in determining the average rate of (S)
401(k) CONTRIBUTIONS for non-HIGHLY COMPENSATED participants.
The determination and treatment of (S) 401(k) CONTRIBUTIONS of any
participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
(b) Average Contribution Percentage Limitation. In any PLAN YEAR, the
average rate of NON-(S) 401(k) CONTRIBUTIONS and EMPLOYER
CONTRIBUTIONS as a percentage of compensation for all participating
HIGHLY COMPENSATED ELIGIBLE EMPLOYEES shall not exceed the larger of:
(1) the average rate of NON-(S) 401(k) CONTRIBUTIONS and EMPLOYER
CONTRIBUTIONS as a percentage of compensation for all other
participating ELIGIBLE EMPLOYEES multiplied by 1.25; or
5
<PAGE>
(2) the lesser of:
a) the average rate of NON-(S) 401(k) CONTRIBUTIONS and
EMPLOYER CONTRIBUTIONS as a percentage of compensation for
all other participating ELIGIBLE EMPLOYEES multiplied by 2;
or
b) the average rate of NON-(S) 401(k) CONTRIBUTIONS and
EMPLOYER CONTRIBUTIONS for all other participating ELIGIBLE
EMPLOYEES plus 2 percentage points, or such lesser amount as
the Secretary of the Treasury may prescribe in order to
prevent the multiple use of this alternative limitation with
respect to any HIGHLY COMPENSATED participant. If multiple
use of the alternative limitation occurs with respect to the
Average Deferral Percentage Limitation and Average
Contribution Percentage Limitation in this PLAN, it will be
corrected by reducing the actual contribution percentage of
HIGHLY COMPENSATED participants in the manner described in
Section 5(c), below.
The average rate of NON-(S) 401(k) CONTRIBUTIONS and EMPLOYER
CONTRIBUTIONS for a PLAN YEAR for a designated group of ELIGIBLE
EMPLOYEES shall be the average of the ratios, calculated separately
for each participating ELIGIBLE EMPLOYEE in the group, of the amount
of NON-(S) 401(k) CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS made by
and on behalf of each EMPLOYEE for the PLAN YEAR, to the EMPLOYEE'S
compensation for such PLAN YEAR. As used in this subsection,
compensation shall mean compensation paid by an EMPLOYER to the
participant during the PLAN YEAR which is required to be reported as
wages on the participant's form W-2 and shall also include
compensation which is not currently includable in the participant's
gross income by reason of the application of CODE Sections 125 and
402(e)(3).
For purposes of this subsection, the ratio of the amount of NON-(S)
401(k) CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS to a participant's
compensation for any participant who is HIGHLY COMPENSATED for the
PLAN YEAR and who is eligible to have elective deferrals or qualified
employer deferral contributions allocated to his account under two or
more plans or arrangements described in Section 401(k) of the CODE
that are maintained by an employer or affiliated employer shall be
determined as if all such NON-(S) 401(k) CONTRIBUTIONS and EMPLOYER
CONTRIBUTIONS, elective deferrals and
6
<PAGE>
qualified employer deferral contributions were made under a single
arrangement.
For purposes of determining the ratio of the amount of NON-(S) 401(k)
CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS to a participant's
compensation for a participant who is HIGHLY COMPENSATED by reason of
being one of the ten highest-paid EMPLOYEES or a 5 percent owner of
the controlled group of corporations, as defined in Section 414 of
the CODE, the NON-(S) 401(k) CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS
and compensation of such participant shall include the NON-(S) 401(k)
CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS and compensation of the
participant's family members, as defined in Section 414 of the CODE,
and such family members shall be disregarded in determining the
average rate of NON-(S) 401(k) CONTRIBUTIONS and EMPLOYER
CONTRIBUTIONS for non-HIGHLY COMPENSATED participants.
The determination and treatment of NON-(S) 401(k) CONTRIBUTIONS and
EMPLOYER CONTRIBUTIONS of any participant shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury.
(c) In the event that the EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE, in
its sole and absolute discretion, determines that the rate of (S)
401(k) CONTRIBUTIONS, and/or the rate of NON-(S) 401(k) CONTRIBUTIONS
and EMPLOYER CONTRIBUTIONS will exceed either or both of the maximum
limitations contained in subsections 5(a) and 5(b), the EMPLOYEE
BENEFIT ADMINISTRATIVE COMMITTEE shall instruct the PLAN
ADMINISTRATOR to reduce the rate of contributions made by HIGHLY
COMPENSATED participants so that the limitations will be met.
The PLAN ADMINISTRATOR shall first determine the maximum average rate
of contributions which can be made by the HIGHLY COMPENSATED
participants. The contributions made by HIGHLY COMPENSATED
participants shall then be reduced, on a prospective basis, until the
limitations are met. Any necessary reduction shall be made by first
reducing the highest rate of (S) 401(k) CONTRIBUTIONS or NON-(S)
401(k) CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS as may be
appropriate, currently authorized by participants, with such rate to
be reduced in one percent increments until the maximum permissible
average rate of contributions is met.
Notwithstanding any other provision of the PLAN, if, as of the end of
a PLAN YEAR, the PLAN fails to meet either or both of the tests
described in subsections 5(a) or 5(b), the PLAN ADMINISTRATOR shall,
on or before December 31 of the following PLAN YEAR
7
<PAGE>
distribute to each HIGHLY COMPENSATED participant, beginning with the
participant having the higher ratio, such excess portion of the
participant's (S) 401(k) CONTRIBUTIONS, and/or NON-(S) 401(k)
CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS (and any income allocable to
such portion), until the PLAN satisfies both of the tests.
Distributions made to satisfy the limitations described in subsection
5(b) shall include both NON-(S) 401(k) CONTRIBUTIONS and related
matching EMPLOYER CONTRIBUTIONS in accordance with the requirements
of Treasury Regulation (S) 1.401(m)-l(e)(4). If there is a loss
allocable to such excess amount, the amount of the distribution shall
in no event be less than the lesser of the (i) participant's account
or (ii) the participant's (S) 401(k) CONTRIBUTIONS, or NON-(S) 401(k)
CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS, as appropriate, for the
PLAN YEAR.
(d) Annual (S) 401(k) Limitation. Effective as of January 1, 1987, no
participant shall be permitted to make (S) 401(k) CONTRIBUTIONS to
the PLAN during any PLAN YEAR in excess of $7,000, multiplied by the
adjustment factor prescribed by the Secretary of the Treasury under
Section 415(d) of the CODE for years beginning after December 31,
1987, as applied to elective deferrals.
(e) Section 415 Limitation. Anything herein to the contrary
notwithstanding, in no event shall the annual additions to a
participant's accounts in a YEAR exceed the lesser of (1) 25 percent
of the participant's compensation (as defined in subparagraph
5(e)(1), below) for the YEAR or (2) $30,000, or, if greater, one-
fourth of the defined benefit dollar limitation set forth Section
415(b)(1) of the CODE as in effect for the PLAN YEAR. For purposes of
applying the limitations of Section 415 of the CODE, the annual
additions which must be kept within the limits set forth above, shall
mean the sum credited to a participant's account for any PLAN YEAR of
(i) EMPLOYER CONTRIBUTIONS and (S) 401(k) CONTRIBUTIONS, (ii) NON-(S)
401(k) CONTRIBUTIONS, and (iii) any amounts allocated to an
individual medical account, as defined in Sections 415(l)(2) and
419A(d)(2) of the CODE. The compensation limitation percentage
referred to above shall not apply to (i) any contribution for medical
benefits, as defined in Section 419A(f)(2) of the CODE, after a
participant's separation from SERVICE which is otherwise treated as
an annual addition, or (ii) any amount which is otherwise treated as
an annual addition under Section 415(l)(1) of the CODE.
8
<PAGE>
(1) Solely for purposes of applying the Section 415 limitations,
compensation shall include all of a participant's wages,
salaries, fees for professional service, and other amounts
received for personal services actually rendered in the course
of employment with an EMPLOYER (including, but not limited to,
commissions paid to salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance
premiums, tips, and bonuses). For purposes of applying the
Section 415 limitations, compensation shall not include any of
the following:
a) Contributions made by an EMPLOYER to a plan of deferred
compensation to the extent that, before the application of
the Section 415 limitations to that plan, the contributions
are not includable in the gross income of the participant
for the taxable year in which contributed. Any
distributions from a plan of deferred compensation are not
considered as compensation for Section 415 purposes,
regardless of whether such amounts are includable in the
gross income of the EMPLOYEE when distributed. However, any
amounts received by a participant pursuant to an unfunded,
nonqualified plan may be considered as compensation for
Section 415 purposes in the year such income is includable
in the gross income of the EMPLOYEE.
b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by a
participant either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture.
c) Amounts realized from the sale, exchange, or other
disposition of stock acquired under a qualified stock
option.
d) Other amounts which receive special tax benefits such as
premiums for group term life insurance (but only to the
extent that the premiums are not includable in the gross
income of the participant).
In the event that the annual additions to a participant's
accounts would exceed the Section 415 Limitations, the PLAN
ADMINISTRATOR shall first reduce the
9
<PAGE>
participant's NON-(S) 401(k) CONTRIBUTIONS until the Section
415 limitations are met.
(f) If a participant of this PLAN is also a participant in the COMPANY'S
RETIREMENT PLAN, Section 415 of the CODE imposes a combined benefit
limitation. Contributions to this PLAN will nevertheless be permitted
to the maximum extent permitted by Section 415 of the CODE and the
terms of the PLAN. If the combined maximum benefit permitted would be
exceeded, the benefit from the COMPANY'S RETIREMENT PLAN shall be
reduced so that the limitation will be met. The combined maximum
benefit for a participant shall be determined pursuant to the
provisions of Section 415(e) of the CODE.
At the election of the PLAN ADMINISTRATOR, special transitional rules
may apply for both the defined benefit fraction and the defined
contribution fraction for EMPLOYEES who were participants as of
December 31, 1982.
(g) Top Heavy Provisions. In the event that the PLAN is or becomes "Top
Heavy", as that term is defined in Section 416(g) of the CODE, the
provision contained in Special Provision A shall supersede any
conflicting provision of the PLAN.
(h) For purposes of determining all benefits under the PLAN, for PLAN
YEARS beginning after 1988 and before 1994, the maximum compensation
of each EMPLOYEE that may be taken into account each PLAN YEAR shall
not exceed $200,000 (as adjusted by the Secretary of the Treasury
under Section 401(a)(17) of the CODE. For purposes of determining all
benefits under the PLAN, for PLAN YEARS beginning after 1993, the
maximum compensation of each EMPLOYEE that may be taken into account
each PLAN YEAR shall not exceed $150,000 (as adjusted by the
Secretary of the Treasury under Section 401(a)(17) of the CODE). In
determining the compensation of a HIGHLY COMPENSATED EMPLOYEE for
purposes of this limitation, the rules of Section 414(q)(6) of the
CODE shall apply, except that the term "family" shall include only
the spouse of the EMPLOYEE and any lineal descendants of the EMPLOYEE
who have not attained age 19 before the close of the YEAR. If the
aggregate compensation of family members exceeds the applicable
compensation limit of compensation as limited by Section 401(a)(17)
of the CODE, then the amount of compensation considered under the
PLAN for each family member is proportionately reduced so that the
total equals the applicable compensation limitation under Section
401(a)(17) of the CODE.
10
<PAGE>
SELECTION OF INVESTMENT FUNDS
-----------------------------
6.
(a) (S) 401(k) CONTRIBUTIONS, NON-(S) 401(k) CONTRIBUTIONS, and EMPLOYER
CONTRIBUTIONS. By giving NOTICE, a participant shall instruct the
PLAN ADMINISTRATOR to invest his (S) 401(k) CONTRIBUTIONS, NON-(S)
401(k) CONTRIBUTIONS, and EMPLOYER CONTRIBUTIONS in one or more
INVESTMENT FUNDS. The minimum amount which can be invested in any
single INVESTMENT FUND shall be one percent of a participant's current
contributions to the PLAN. A participant may elect to invest more
than the minimum amount in any INVESTMENT FUND, provided that any such
increase must be in increments of one percent.
(b) CHANGE OF INVESTMENT FUND ALLOCATIONS. By giving NOTICE to the PLAN
ADMINISTRATOR, a participant may (1) change the percentage levels of
future contributions which are to be allocated to any INVESTMENT FUND
or FUNDS or, (2) change the INVESTMENT FUNDS in which his future
contributions are to be invested. Each election regarding investment
of future contributions shall be effective with the next deposit of
contributions.
THE INVESTMENT FUNDS
--------------------
7. PG&E Corporation Common Stock Fund
----------------------------------
This FUND is invested primarily in common stock of PG&E Corporation/2/,
with a small portion invested in cash or cash equivalents. The FUND also
holds COMMON STOCK and the earnings thereon attributable to EMPLOYER
CONTRIBUTIONS and participant contributions made to the Basic Fund of the
PLAN as it existed prior to April 1, 1984, as well as all COMMON STOCK
which has been transferred to this PLAN from the TRASOP and PAYSOP Plan.
All cash dividends received by the TRUSTEE on COMMON STOCK are reinvested
in the FUND.
(a) Investment Generally. Whenever the TRUSTEE invests cash in COMMON
STOCK, the EMPLOYEE BENEFIT FINANCE COMMITTEE shall direct the TRUSTEE
to purchase the COMMON STOCK either (i) at a public sale on a
recognized stock exchange, (ii) directly from PG&E Corporation at a
price equal to that day's closing price for COMMON STOCK on the New
York Stock Exchange,
- --------------
/2/ Prior to January 1, 1997, this FUND was invested primarily in the common
stock of the Pacific Gas and Electric Company. Effective January 1, 1997,
all PG&E common stock was converted to common stock of PG&E Corporation by
operation of the formation of PG&E Corporation.
11
<PAGE>
or (iii) from a private source at a price no higher than the price
that would have been payable under (i).
(b) Voting of COMMON STOCK. Each and every time common shareholders of
PG&E Corporation who are not participants in the PLAN are entitled to
vote COMMON STOCK, participants shall have an absolute right to vote
COMMON STOCK. Whenever participants are given the opportunity to vote
COMMON STOCK, the TRUSTEE shall inform each participant of all
relevant material received by the TRUSTEE with a written request for
confidential voting instructions. The TRUSTEE is required to vote the
COMMON STOCK credited to a participant's account as the participant
directs. If the participant does not give such instructions within
the required time, the TRUSTEE may not vote any COMMON STOCK credited
to a participant's account.
(c) Cost of UNITS. The cost of a UNIT shall be the current value of a
UNIT as determined by the TRUSTEE as of the valuation date immediately
preceding the date that the TRUSTEE invests contributions in the
COMMON STOCK FUND.
(d) Value of UNITS. The value of a UNIT is the value of the COMMON STOCK
held in the FUND at the closing price on the New York Stock Exchange
plus the cash held in the FUND, as determined by the TRUSTEE each
BUSINESS DAY, less any fees or other expenses which are charged to the
FUND which shall reduce the earnings of that fund, divided by the
number of UNITS. Each payment into the COMMON STOCK FUND of
contributions shall increase, and each payment out of the COMMON STOCK
FUND shall decrease, the number of UNITS by a number equal to the
amount of the payment divided by the last UNIT value determination
immediately preceding the date of payment.
8. United States Bond Fund
-----------------------
This FUND was maintained for the purpose of investing EMPLOYEE
contributions in United States BONDS. This FUND also holds all BONDS
attributable to participant contributions made to the Basic Fund of the
PLAN as it existed prior to April 1, 1984. Income from BONDS is reflected
in the greater redemption values of the BONDS. BONDS held in this FUND
cannot be transferred to another INVESTMENT FUND under the transfer
provisions of Section 14.
Effective July 1, 1991, the U.S. BOND FUND no longer accepts EMPLOYEE
contributions. BONDS purchased to date with EMPLOYEE contributions will
continue to be held in the PLAN until a distribution is requested by the
EMPLOYEE in accordance with current PLAN provisions.
12
<PAGE>
9. Diversified Equity Fund (DEF)
-----------------------------
This FUND is maintained for the purpose of investing in a diversified
portfolio consisting principally of common stock and securities convertible
into common stock. However, at no time shall the DEF be invested in
securities issued or guaranteed by the COMPANY or any of its subsidiaries,
except to the extent that any such securities are held in a commingled
account invested in by the DEF INVESTMENT MANAGER. The DEF INVESTMENT
MANAGER directs the day-to-day investment of the FUND. Contributions to
this FUND are paid over to the TRUSTEE and invested in accordance with
instructions received from the DEF INVESTMENT MANAGER. A participant's
account is credited with the number of DEF UNITS purchased with
contributions allocated to his account. All Diversified Investment Fund
Units attributable to participant contributions made to the PLAN as it
existed prior to April 1, 1984 are held in this FUND under the new
designation of DEF UNITS.
(a) Cost of DEF UNITS. The cost of a DEF UNIT shall be the current value
of a UNIT as determined by the DEF INVESTMENT MANAGER as of the
valuation date immediately preceding the date that the TRUSTEE invests
contributions in the DEF.
(b) Value of DEF UNITS. The value of a DEF UNIT is the value of the FUND
assets, as determined each BUSINESS DAY by the TRUSTEE, less any
liabilities (other than the interests of participants in the FUND),
divided by the number of DEF UNITS. Each payment into the FUND of
contributions shall increase, and each payment out of the FUND shall
decrease, the number of FUND UNITS by a number equal to the amount of
the payment divided by the last UNIT value determination immediately
preceding the date of the payment.
10. Utility Stock Fund (USF)
------------------
This FUND is maintained for the purpose of investing in an index fund
consisting of common stocks of publicly traded electric utility companies
that are members of the Edison Electric Institute. However, at no time
shall the FUND be invested in securities issued or guaranteed by the
COMPANY or any of its subsidiaries, except to the extent that any such
securities are held in a commingled account invested in by the USF
INVESTMENT MANAGER. The FUND seeks to provide investment results that
correspond to the price and yield performance of common stocks of selected
utilities engaged in the generation, transmission, or distribution of
electric energy, as represented by an index comprising the common stocks of
companies that are members of the Edison Electric Institute. Stocks in the
FUND's portfolio are generally
13
<PAGE>
held in the same proportions that each stock has within the index. Seeking
to duplicate the index as closely as possible, the portfolio is monitored
and adjusted by computer; no attempt is made to manage the portfolio in the
traditional sense using economic, financial, and market analyses.
Contributions to the USF are paid to the TRUSTEE and invested in accordance
with the instructions from the USF INVESTMENT MANAGER. A participant's
account is credited with the number of USF UNITS purchased with
contributions allocated to his account.
(a) Cost of USF UNITS. The cost of a USF UNIT shall be the current value
of a UNIT as determined by the TRUSTEE as of the valuation date
immediately preceding the date that the TRUSTEE invests contributions
in the USF.
(b) Value of USF UNITS. The value of a USF UNIT is the value of the
assets, as determined each BUSINESS DAY by the TRUSTEE, less any
liabilities (other than interests of participants in the USF), divided
by the number of USF UNITS. Each payment into the USF of
contributions shall increase, and each payment out of the USF shall
decrease the number of USF UNITS by a number equal to the amount of
the payment divided by the last UNIT value determination immediately
preceding the date of payment.
11. Guaranteed Income Fund (GIF)
----------------------
This FUND is designed to provide participants with a stable and consistent
rate of return. The FUND is made up of investment contracts with a
diversified group of insurance companies, banks, and other financial
institutions which provide for credited interest rates and terms that are
negotiated at the time of purchase.
Contributions made to the GIF are invested in a portfolio of investment
contracts. The GIF INVESTMENT MANAGER directs the day-to-day investment of
the FUND. The blended interest earned on all contracts held in the
portfolio is posted daily to the participant's account.
(a) COST OF GIF UNITS. The cost of a GIF UNIT shall be the current value
of a UNIT as determined by the TRUSTEE as of the valuation date
immediately preceding the date that the TRUSTEE invests contributions
in the GIF.
(b) VALUE OF GIF UNITS. The value of a GIF UNIT is the value of the GIF
assets, as determined each BUSINESS DAY by the TRUSTEE, less any
liabilities (other than the interests of participants in the GIF),
divided by
14
<PAGE>
the number of GIF UNITS. Each payment into the GIF of contributions
shall increase, and payments out of the GIF shall decrease, the number
of GIF UNITS by a number equal to the amount of the payment divided by
the last UNIT value determination immediately preceding the date of
payment.
12. Bond Index Fund (BIF)
---------------
The BIF is maintained for the purpose of investing in a diversified
portfolio consisting principally of marketable fixed-income securities. At
no time shall the BIF be invested in securities issued or guaranteed by the
COMPANY or any of its subsidiaries, except to the extent that any such
securities are held in a commingled account invested in by the BIF
INVESTMENT MANAGER. The BIF INVESTMENT MANAGER directs the day-to-day
investment of the BIF.
Contributions to the BIF are paid over to the TRUSTEE and invested in
accordance with instructions received from the BIF INVESTMENT MANAGER. A
participant's account is credited with the number of BIF UNITS purchased
with contributions allocated to his account.
(a) COST OF BIF UNITS. The cost of a BIF UNIT shall be the current value
of a UNIT as determined by the TRUSTEE as of the valuation date
immediately preceding the date that the TRUSTEE invests contributions
in the BIF.
(b) VALUE OF BIF UNITS. The value of a BIF UNIT is the value of the BIF
assets, as determined each BUSINESS DAY by the TRUSTEE, less any
liabilities (other than the interests of participants in the BIF),
divided by the number of BIF UNITS. Each payment into the BIF of
contributions shall increase, and each payment out of the BIF shall
decrease, the number of BIF Units by a number equal to the amount of
the payment divided by the last UNIT value determination immediately
preceding the date of payment.
13. Stock and Bond Fund (SBF)
-------------------
The SBF is maintained for the purpose of investing in a diversified
portfolio consisting principally of U.S. equities and U.S. fixed income
investments. At no time shall the SBF be invested in securities issued or
guaranteed by the COMPANY or any of its subsidiaries, except to the extent
that any such securities are held in a commingled account invested in by
the SBF INVESTMENT MANAGER. The SBF INVESTMENT MANAGER directs the day-to-
day investment of the SBF.
15
<PAGE>
Contributions to the SBF are paid over to the TRUSTEE and invested in
accordance with instructions received from the SBF INVESTMENT MANAGER. A
participant's account is credited with the number of SBF UNITS purchased
with contributions allocated to his account.
(a) Cost of SBF UNITS. The cost of an SBF UNIT shall be the current value
of a UNIT as determined by the TRUSTEE as of the valuation date
immediately preceding the date that the TRUSTEE invests contributions
in the SBF.
(b) Value of SBF UNITS. The value of an SBF UNIT is the value of the
assets, as determined each BUSINESS DAY by the TRUSTEE, less any
liabilities (other than the interests of participants in the SBF),
divided by the number of SBF UNITS. Each payment into the SBF of
contributions shall increase, and each payment out of the SBF shall
decrease, the number of SBF Units by a number equal to the amount of
the payment divided by the last UNIT value determination immediately
preceding the date of payment.
14. Transfer of Investment Fund Balances
------------------------------------
(a) By giving NOTICE to the PLAN ADMINISTRATOR, a participant may elect to
transfer any portion of the contributions held in his account, plus
the earnings thereon, from any INVESTMENT FUND to another INVESTMENT
FUND or FUNDS. A transfer shall be effective and shall be valued on
the day it is made, if such day is a BUSINESS DAY, and the participant
provides NOTICE of such transfer prior to the closing time of the New
York Stock Exchange. All other transfers shall be effective and
valued as of the next BUSINESS DAY.
Upon receipt of a transfer NOTICE, the TRUSTEE shall value the UNITS
to be transferred from the FUND and convert the UNITS to cash. The
FUND account of the participant shall be debited with the number of
UNITS transferred from that FUND and the TRUSTEE shall purchase with
the cash proceeds realized from the converted UNITS, UNITS in the
appropriate FUND or FUNDS, as designated by the participant. The cost
of the UNITS purchased shall be the value of the FUND UNITS as
determined on the date of transfer, and the number of UNITS purchased
shall be credited to the appropriate INVESTMENT FUND account of the
participant.
(b) COMMON STOCK FUND -- Overall Limitation. Anything herein to the
contrary notwithstanding, if, as of any single month, the TRUSTEE is
required, as a result of the transfer provisions of this Section 14,
to sell on
16
<PAGE>
the open market more than one percent of the number of outstanding
shares of COMMON STOCK, then the TRUSTEE shall immediately so advise
the EMPLOYEE BENEFIT FINANCE COMMITTEE. The EMPLOYEE BENEFIT FINANCE
COMMITTEE may, in its sole discretion, limit, prorate, or temporarily
suspend further sales of COMMON STOCK by the PLAN or take whatever
steps necessary to ensure an orderly market in COMMON STOCK. The
percentage limitation set forth in this subsection shall be applied to
the excess of shares sold on the open market less shares purchased to
meet Section 14 requirements for the applicable period.
PARTICIPANT'S INTEREST IN THE PLAN
----------------------------------
15. Participant Accounts
--------------------
The PLAN ADMINISTRATOR maintains a separate account for each PLAN
participant which records the participant's interest in each of the
INVESTMENT FUNDS, together with EMPLOYER CONTRIBUTIONS made on his behalf.
Each account is charged with participant transfers and withdrawals and
credited with its appropriate share of FUND income. The account maintained
by the PLAN ADMINISTRATOR for each participant also records separately the
participant's (S) 401(k) CONTRIBUTIONS and NON-(S) 401(k) CONTRIBUTIONS,
the UNITS purchased therewith, and the earnings thereon. All Basic
Contributions and Supplemental Contributions made to the PLAN as it existed
prior to October 1, 1984, are recorded as NON-(S) 401(k) CONTRIBUTIONS on
the records maintained by the PLAN ADMINISTRATOR.
Whenever UNITS attributable to a participant's (S) 401(k) CONTRIBUTIONS are
transferred to another FUND OR FUNDS, the resulting UNITS are also recorded
as attributable to (S) 401(k) CONTRIBUTIONS. Similarly, UNITS attributable
to NON-(S) 401(k) CONTRIBUTIONS which are transferred to another FUND or
FUNDS are also recorded as NON-(S) 401(k) CONTRIBUTIONS. A participant is
at all times fully vested in his own contributions and all EMPLOYER
CONTRIBUTIONS credited to his account, together with income attributable
thereto.
16. Account Statements
------------------
As soon as practicable after the end of each CALENDAR QUARTER, all
participants will receive from the ADMINISTRATOR a statement of their
interest in the PLAN.
17
<PAGE>
PLAN WITHDRAWALS
----------------
17. Withdrawal During Service
-------------------------
Except as provided in this Section, withdrawals of any part of a
participant's interest in the PLAN are not permitted as long as SERVICE
continues. A participant may never replace in the TRUST FUND any UNITS or
cash which have been withdrawn. By submitting a withdrawal Form, a
participant may make withdrawals as provided below.
(a) (S) 401(k) CONTRIBUTIONS.
(1) A participant may withdraw all or part of the UNITS, including
income thereon and including additional UNITS attributable
thereto, bought with the participant's (S) 401(k) CONTRIBUTIONS
upon the occurrence of any of the following events:
a) the participant is disabled and is receiving benefits under
the LONG TERM DISABILITY PLAN; or
b) the participant has attained age 59 1/2.
(2) A participant may withdraw an amount equal to his (S) 401(k)
CONTRIBUTIONS (as well as any income and UNITS attributable to
income accrued thereon prior to January 1, 1989), upon receipt of
satisfactory proof by the PLAN ADMINISTRATOR that the withdrawal
is required to meet immediate and heavy financial needs of the
participant which constitute a valid hardship as defined under
the CODE and regulations issued by the Secretary of the Treasury.
A request for a withdrawal for one of the following reasons will
be deemed to be on account of a valid hardship:
a) To cover medical expenses (as defined in Section 213(d) of
the CODE) of the participant, the participant's spouse or
dependents (as defined in Section 152 of the CODE);
b) The purchase of a participant's principal place of
residence, but not including mortgage payments;
c) To meet tuition payments for the next semester or quarter of
post-secondary education for the participant, his spouse,
children or dependents; or
18
<PAGE>
d) To prevent the eviction of the participant from his
principal place of residence, or to prevent a foreclosure of
the mortgage on the participant's principal place of
residence.
A request for a withdrawal under this subsection 17(a)(2) will
not be deemed to be for immediate and heavy financial needs
unless the participant represents that the need cannot be met
from the following resources:
a) through reimbursement or compensation by insurance or
otherwise,
b) by reasonable liquidation of the participant's resources,
c) by cessation of contributions to the PLAN, or
d) by other distributions, withdrawals or nontaxable loans from
any plans maintained by an EMPLOYER, or by borrowing from
commercial sources on reasonable commercial terms.
For purposes of this Subsection 17(a)(2), a participant's
resources shall be deemed to include any assets of his spouse and
minor children that are reasonably available to the participant.
In addition, withdrawals under Subsection 17(a)(2) may not exceed
the amount actually required to meet the participant's immediate
financial needs.
(3) A participant who withdraws UNITS under Subsection 17(a) will
automatically be suspended from the PLAN and will not be
permitted to resume making contributions to the PLAN for six
months following the date upon which the withdrawal form is
processed by the PLAN ADMINISTRATOR. After suspension ends,
contributions may be resumed by giving NOTICE to the PLAN
ADMINISTRATOR.
(b) NON-(S) 401(k) CONTRIBUTIONS. A participant may at anytime elect to
withdraw all or any part of the UNITS including income thereon and
including additional UNITS attributable thereto, bought with the
participant's NON-(S) 401(k) CONTRIBUTIONS to the PLAN. Such an
election will not cause suspension from the PLAN.
(c) EMPLOYER CONTRIBUTIONS.
(1) A participant may withdraw all or any part of the UNITS,
including the income attributable thereto, bought with EMPLOYER
CONTRIBUTIONS which were made
19
<PAGE>
to the PLAN at anytime prior to the second YEAR preceding the
current YEAR. For example, UNITS, including the income
attributable thereto, purchased with EMPLOYER CONTRIBUTIONS made
in 1981 and prior years may be withdrawn in 1984 or anytime
thereafter. Such an election will not cause suspension from the
PLAN.
(2) UNITS, including the income attributable thereto, bought with
EMPLOYER CONTRIBUTIONS which would not be withdrawable under
Subsection 17(c)(1), shall nonetheless be withdrawable upon the
occurrence of the any of the following events:
a) the participant is disabled and is receiving benefits under
the LONG TERM DISABILITY PLAN;
b) the participant has attained age 59-1/2; or
c) the participant has requested and is entitled to receive a
hardship distribution which meets the requirements of
Subsection 17(a)(2) but only if all amounts distributable
under Subsection 17(a) have been exhausted.
Anything herein to the contrary notwithstanding, if as of any
single month, the TRUSTEE is required as a result of the
withdrawal provisions of this Subsection 17(c), to sell on the
open market more than one percent of the outstanding shares of
COMMON STOCK, then the TRUSTEE shall immediately so advise the
EMPLOYEE BENEFIT FINANCE COMMITTEE. The EMPLOYEE BENEFIT FINANCE
COMMITTEE may, in its sole discretion, limit, prorate, or
temporarily suspend further sales of COMMON STOCK by the PLAN or
take whatever steps necessary to ensure an orderly market in
COMMON STOCK.
A participant shall submit the appropriate Form to the SAVINGS
FUND PLAN directing the PLAN ADMINISTRATOR as to the amount of
the withdrawal. Distribution will be made as soon as practicable
after receipt of the withdrawal Form. Upon each withdrawal, the
UNITS credited to the appropriate FUND or FUNDS will be reduced
by the number of UNITS withdrawn. Withdrawals from the BOND FUND
can only be made in United States BONDS. Withdrawals from the
COMMON STOCK FUND may be made in cash or whole shares of stock at
the election of the participant. Withdrawals of DEF, USF, BIF,
SBF, or GIF UNITS will be made in cash at the then current value
of the UNITS; or, at the election of the participant, the UNITS
will be transferred to
20
<PAGE>
the COMMON STOCK FUND pursuant to Section 14 and distribution
will be made in whole shares of COMMON STOCK.
(d) Ordering of Withdrawals. Whenever the PLAN ADMINISTRATOR is required
to make a distribution under this Section 17 or Section 18, the PLAN
ADMINISTRATOR shall first withdraw UNITS and earnings thereon
attributable to a PARTICIPANT's NON- (S) 401(k) CONTRIBUTIONS made
prior to 1987, followed by UNITS and earnings thereon attributable to
NON-(S) 401(k) CONTRIBUTIONS made after 1986, followed by UNITS
withdrawable under Subsection 17(c)(1) followed by UNITS withdrawable
under Subsection 17(c)(2), but only if available for withdrawal under
that subsection, followed by UNITS and earnings thereon attributable
to a PARTICIPANT's (S) 401(k) CONTRIBUTIONS, but only to the extent
that such UNITS can be withdrawn by the PARTICIPANT under Subsection
17(a).
18. Termination of Participation
----------------------------
Participation in the PLAN ends as of the date that a participant ceases to
be an ELIGIBLE EMPLOYEE. Although a former participant may elect to have
an account balance held in the PLAN under Section 19 after participation
ends, a former participant may not contribute to the PLAN, except that
contributions to the PLAN will be accepted with respect to retroactive wage
payments. A former participant who has an account balance in the PLAN may
make withdrawals from the account balance, and transfer from one or more
FUNDS to another FUND or FUNDS pursuant to the terms of the PLAN.
Upon the death of a participant, the PLAN ADMINISTRATOR shall distribute
the participant's account balance to the participant's BENEFICIARY within a
reasonable time but not later than 60 days after receipt of a completed
withdrawal form or 180 days after the PLAN ADMINISTRATOR receives NOTICE of
the participant's death. If the BENEFICIARY does not complete a withdrawal
form within the time periods set forth above, the distribution shall be in
cash and paid directly to the BENEFICIARY.
19. Distribution of Plan Benefits
-----------------------------
(a) Upon termination of participation, a distribution shall be made of the
balances allocated to a participant's accounts if the value of the
participant's account is $3,500 or less. Such distribution shall be
made no later than the 60th day following the close of the PLAN YEAR
in which participation terminates, unless the participant elects to
receive distribution at an earlier date. If the value of a
participant's account
21
<PAGE>
exceeds $3,500, distribution will be made upon receipt by the PLAN
ADMINISTRATOR of the prior written distribution request of the
participant. Distribution will therefore be made within 60 days of the
receipt of such distribution request. Any provision of the PLAN
notwithstanding, if participation continues beyond the end of the YEAR
in which the participant attains age 70-1/2, distribution of the
participant's entire interest in the PLAN shall be made no later than
April 1 of the YEAR following the YEAR in which the participant
attains age 70-1/2.
All distributions due under the PLAN shall be payable only out of the
PLAN's assets as directed by the ADMINISTRATOR. Unless a cash
distribution is requested the TRUSTEE will distribute a certificate
for the whole shares of COMMON STOCK, the United States BONDS, and the
TRUSTEE'S check for the then current value of all other UNITS credited
to the participant's account, plus any uninvested cash.
Alternatively, at the direction of the participant, FUND UNITS other
than U.S. SAVINGS BONDS may be transferred to the COMMON STOCK FUND
pursuant to Section 14 and distribution will be made in whole shares
of COMMON STOCK.
If a participant elects a cash distribution, upon receipt of the
appropriate Form requesting such distribution, the TRUSTEE will
distribute the then current value of the INVESTMENT FUND UNITS and
uninvested cash. Until the TRUSTEE converts INVESTMENT FUND UNITS to
cash, all UNITS shall continue to share in investment gains and
losses. Distributions from the BOND FUND can only be made in United
States BONDS.
(b) Any provision of the PLAN notwithstanding:
Unless the participant otherwise elects, distribution to such
participant shall be made (or shall commence) not later than the 60th
day after the close of the PLAN YEAR in which occurs the latest of the
following events:
(1) The participant attains age 65;
(2) The participant attains the 10th anniversary of the date on which
he or she became a participant under the PLAN; or
(3) The participant's termination of employment with the EMPLOYER.
(c) Distributions hereunder will be made in accordance with Section
401(a)(9) of the CODE and the regulations
22
<PAGE>
thereunder, including Treasury regulation Section 1.401(a)(9)-2, which
are incorporated by reference herein.
20. Direct Rollovers
----------------
Notwithstanding any provision of the PLAN to the contrary that would
otherwise limit a participant's election under this section, effective
January 1, 1993, a participant or BENEFICIARY who is a surviving spouse may
elect, at the time and in the manner prescribed by the PLAN ADMINISTRATOR,
to have any portion of an eligible rollover distribution, as defined below,
paid directly to an eligible retirement plan, as defined below, specified
by the participant or BENEFICIARY who is a surviving spouse in a direct
rollover. Any taxable portion of an eligible rollover distribution that is
not transferred directly to an eligible retirement plan will be subject to
mandatory federal income tax withholding.
(a) An eligible rollover distribution shall mean any distribution of all
or any portion of the balance to the credit of the participant, except
that an eligible rollover distribution does not include any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life expectancy) of the participant or the joint lives (joint life
expectancies) of the participant and his or her designated
BENEFICIARY, or for a specified period of 10 years or more; any
distribution to the extent such distribution is required under Section
401(a)(9) of the CODE; and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities).
(b) An eligible retirement plan shall mean an individual retirement
account described in Section 408(a) of the CODE, an individual
retirement annuity described in Section 408(b) of the CODE, an annuity
plan described in Section 403(a) of the CODE, or a qualified trust
described in Section 401(a) of the CODE, that accepts the
participant's eligible rollover distribution. However, in the case of
an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.
23
<PAGE>
ADMINISTRATIVE PROVISIONS
-------------------------
21. Company's Powers and Duties
---------------------------
The COMPANY, acting through its BOARD OF DIRECTORS or Executive Committee,
reserves to itself the exclusive power to amend, suspend or terminate the
PLAN as provided below and to appoint and remove from time to time:
(a) The individuals comprising the EMPLOYEE BENEFIT FINANCE COMMITTEE;
(b) The individuals comprising the EMPLOYEE BENEFIT ADMINISTRATIVE
COMMITTEE; and
(c) The EMPLOYERS whose EMPLOYEES may participate in the PLAN.
All powers and duties not reserved to the COMPANY are delegated to the
EMPLOYEE BENEFIT FINANCE COMMITTEE and to the EMPLOYEE BENEFIT
ADMINISTRATIVE COMMITTEE. Action of either committee shall be by vote of a
majority of the members of the committee at a meeting, or in writing
without a meeting and evidenced by the signature of any member who is so
authorized by the committee. The COMPANY indemnifies each member of each
committee against any personal liability or expense arising out of any
action or inaction of the committee or of any member of the committee or of
such individual, except that due to his own willful misconduct.
22. Funding and Investment Provisions
---------------------------------
The EMPLOYEE BENEFIT FINANCE COMMITTEE appointed by the COMPANY'S BOARD OF
DIRECTORS to serve at its pleasure has the express powers and duties
described in this section.
(a) Appointments. The EMPLOYEE BENEFIT FINANCE COMMITTEE has the sole
power and duty from time to time to appoint and remove the TRUSTEE,
the INVESTMENT MANAGER, actuaries, accountants and such other advisors
and consultants as may be needed for the proper financial
administration and investment of the assets of the PLAN.
Supplementing such appointments, the EMPLOYEE BENEFIT FINANCE
COMMITTEE may enter into appropriate agreements with each TRUSTEE,
INVESTMENT MANAGER or other advisors appointed under this paragraph
and delegate to them appropriate powers and duties. The EMPLOYEE
BENEFIT FINANCE COMMITTEE may appoint and delegate to one or more
individuals the power and duty to handle the day-to-day financial
administration of the PLAN. Such individuals need not be members of
the committee and shall serve at the pleasure of the committee.
24
<PAGE>
(b) Investment Policy. The funding policy is set forth in Sections 3 and
4. The EMPLOYEE BENEFIT FINANCE COMMITTEE has the sole power and duty
to establish the investment policy and to review and revise it from
time to time as the committee shall determine in its sole discretion.
A copy of the current investment policy will be available for
participants' review in the ADMINISTRATOR'S office. Any revision of
the investment policy shall not be an amendment of the PLAN.
23. Administration
--------------
The EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE, appointed by the COMPANY'S
BOARD OF DIRECTORS to serve at its pleasure, is the ADMINISTRATOR of the
PLAN and is responsible for the overall administration of the PLAN. The
ADMINISTRATOR has the sole power and duty to establish, and from time to
time revise, such rules and regulations as may be necessary to administer
the PLAN in a nondiscriminatory manner for the exclusive benefit of
participants and all other persons entitled to benefits under the PLAN.
The ADMINISTRATOR shall also maintain such records and make such
computations, interpretations and decisions as may be necessary or
desirable for the proper administration of the PLAN. The ADMINISTRATOR
shall maintain for participants' inspection copies of the PLAN, TRUST
AGREEMENT, investment policy, each agreement with an INVESTMENT MANAGER,
the latest annual report, PLAN description and summary description and any
amendments or changes in any of these documents. On written request,
participants may obtain from the ADMINISTRATOR a copy of any of these
documents at a cost established by the ADMINISTRATOR from time to time.
The ADMINISTRATOR may appoint and delegate to one or more individuals the
power and duty to handle the day-to-day administration of the PLAN. Such
individuals need not be members of the committee and shall serve at the
pleasure of the committee.
The EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE shall serve as the final
review committee under the PLAN, to determine conclusively for all parties
any and all questions arising from the administration of the PLAN and shall
have sole and complete discretionary authority and control to manage the
operation and administration of the PLAN, including, but not limited to,
the determination of all questions relating to eligibility for
participation and benefits, interpretation of all PLAN provisions,
determination of the amount and kind of benefits payable to any participant
or BENEFICIARY, and construction of disputed or doubtful terms. Such
decisions shall be conclusive and binding on all parties and not subject to
further review.
25
<PAGE>
24. Claims and Appeals Procedure
----------------------------
If a claim is denied in whole or in part, the ADMINISTRATOR shall furnish
to the claimant a written notice setting forth:
(a) Specific reason(s) for the denial,
(b) The PLAN provision(s) on which the denial is based,
(c) A description of any material or information, if any, necessary for
the claimant to perfect the claim, and an explanation of why such
material or information is necessary, and
(d) Information concerning the steps to be taken if claimant wishes to
submit a claim for review.
The above information shall be furnished to the claimant within 90 days
after the claim is received by the ADMINISTRATOR.
If a claimant is not satisfied with the written NOTICE described in the
preceding paragraph, such claimant may request a full and fair review by so
notifying the ADMINISTRATOR in writing within 90 days after receiving such
notice. If a review is requested the claimant shall also be entitled, upon
written request, to review pertinent documents and to submit issues and
comments in writing. The EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE shall
furnish the claimant with a written final decision within 60 days after
receipt of the request for review.
Alternatively, a participant who is a member of a bargaining unit under any
Collective Bargaining Agreement between an EMPLOYER and any Union may use
the grievance or adjustment procedure of the appropriate Collective
Bargaining Agreement to resolve any dispute concerning any question of
SERVICE, status or membership under the PLAN.
25. Qualified Domestic Relations Orders
-----------------------------------
The EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE shall apply the provisions of
this section with regard to a Domestic Relations Order (as defined below)
to the extent not inconsistent with Section 414(p) of the CODE.
The EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE shall establish procedures,
consistent with Section 414(p) of the CODE, to determine the qualified
status of any Domestic Relations Order, to administer distributions under
any Qualified Domestic Relations Order (as defined below), and to provide
to the Participant and the Alternate Payee(s) (as
26
<PAGE>
defined below) all notices required under Section 414(p) of the CODE with
respect to any Domestic Relations Order.
Within a reasonable period of time after the receipt of a Domestic
Relations Order (or any modification thereof), the EMPLOYEE BENEFIT
ADMINISTRATIVE COMMITTEE shall determine whether such order is a Qualified
Domestic Relations Order.
For purposes of this section:
(a) Alternate Payee shall mean any spouse, former spouse, child, or other
dependent of a participant who is recognized by a Domestic Relations
Order as having a right to receive all, or a portion of, the benefits
payable under the PLAN with respect to such Participant.
(b) Domestic Relations Order shall mean any judgment, decree, or order
(including approval of a property settlement agreement) which:
(1) relates to the provision of child support, alimony payments, or
marital property rights to a spouse, former spouse, child, or
other dependent of a participant; and
(2) is made pursuant to a state domestic relations law (including a
community property law).
(c) Qualified Domestic Relations Order shall mean a Domestic Relations
Order which meets the requirements of Section 414(p)(1) of the CODE.
26. Lost Participant or Beneficiary
-------------------------------
If, after three years, the ADMINISTRATOR cannot locate a participant or
BENEFICIARY who is entitled to a distribution from an account, the UNITS,
cash or COMMON STOCK in the account shall be applied to reduce the amount
of future EMPLOYER CONTRIBUTIONS payable to the PLAN. A participant or
BENEFICIARY who is entitled to a distribution from an account which has
previously been applied to reduce EMPLOYER CONTRIBUTIONS under this Section
24 shall, upon filing a written claim, have the account reinstated in full
and upon such reinstatement shall receive a distribution of the balance in
the reinstated account, with interest at the prevailing legal rate accrued
from the date his account was applied to reduce EMPLOYER CONTRIBUTIONS.
27
<PAGE>
27. Benefits Are Not Assignable
---------------------------
Except as may be required by law, a participant's interest in the PLAN and
that of a participant's BENEFICIARY or spouse shall not be subject in any
manner to assignment, anticipation, alienation, sale, transfer, pledge,
encumbrance or charge, whether voluntary or involuntary, and any attempt to
so assign, anticipate, sell, transfer, pledge, encumber or charge the same
shall be void.
28. Facility of Payment
-------------------
If the ADMINISTRATOR determines that any individual entitled to any payment
under the PLAN is physically or mentally incompetent and no guardian or
conservator has been appointed to receive such payment, the ADMINISTRATOR
may cause all payments thereafter becoming due to such individual to be
applied for and on behalf of and for the benefit of such individual.
Payments made pursuant to this provision shall completely discharge the
EMPLOYER, the ADMINISTRATOR, the TRUSTEE and all fiduciaries of all further
responsibility with respect to such individual.
29. Future of the Plan
------------------
If participation in the PLAN is ended because a substantial portion of an
EMPLOYER'S property is sold or otherwise disposed of or because an EMPLOYER
withdraws from the PLAN, a participant's interest is determined in
accordance with the provisions of the next paragraphs as if the PLAN itself
has been terminated.
The COMPANY hopes and expects to continue this PLAN indefinitely, but
because future conditions cannot be foreseen, its BOARD OF DIRECTORS
necessarily reserves the right to amend or terminate the PLAN at any time.
However, no amendment, merger or consolidation of the PLAN may be made
which would reduce the right that any individual may then have with respect
to the PLAN's assets then being held under the PLAN or permit any funds to
revert to an EMPLOYER or to be used for any purpose except for the
exclusive benefit of participants, spouses and BENEFICIARIES.
If the PLAN is terminated, all contributions to the PLAN shall cease but
the PLAN shall continue to operate in all other respects until all of the
TRUST assets have been distributed in accordance with the provisions of the
PLAN in effect on the date of its termination. In the event of a merger or
consolidation with, or transfer of assets or liabilities to any other plan,
if such other plan is then terminated, participant shall receive a benefit
immediately after such merger, consolidation, or transfer which is equal to
or greater than the benefit which participant would have
28
<PAGE>
received had the PLAN terminated immediately prior to such merger,
consolidation, or transfer.
30. Definitions
-----------
Administrator: Employee Benefit Administrative Committee,
------------- 245 Market Street, 3d Floor, Mail Code N3X,
P.O. Box 770000, San Francisco, California
94177
BIF: The Bond Index Fund.
---
Beneficiary: The person or persons entitled to receive any
----------- distribution due under the Plan in the event
of a participant's death. For a married
participant, the participant's spouse shall
automatically be the Beneficiary unless the
participant, with the written consent of his
spouse, elects to designate another person or
persons to be Beneficiary. The consent of
the spouse shall be in writing, shall
acknowledge the effect of the consent, and
shall be witnessed by a notary public or Plan
representative. A participant designates a
Beneficiary on a Designation of Beneficiary
Form available from the Plan Administrator.
In the event an unmarried participant does
not designate a Beneficiary, the
participant's estate shall be deemed to be
the Beneficiary.
Board of Directors: The Board of Directors of Pacific Gas and
------------------ Electric Company.
Bond Fund: A fund invested in United
---------
29
<PAGE>
States Savings Bonds. (See Section 8)
Bond Index Fund: A fund invested in marketable fixed-income
--------------- securities. (See Section 12)
Bonds: Series "EE" Savings Bonds issued by the
----- United States Treasury. If the issuance of
Series "EE" Bonds is discontinued, Bonds will
refer to any other Bond issued by the United
States Treasury which the Employee Benefit
Finance Committee selects for purchase under
the Plan.
Business Day: Any day that the New York Stock Exchange is
------------ open for business.
Calendar Quarter: The three month period commencing on January
---------------- 1, April 1, July 1 or October 1.
Code: The Internal Revenue Code of 1986, as amended
---- from time to time.
Company: Pacific Gas and Electric Company.
-------
Common Stock: The common stock issued by PG&E Corporation.
------------
Common Stock Fund: A fund invested in the common stock issued by
----------------- PG&E Corporation. (See
Section 7)
Covered Compensation: Earnings from an Employer, including
--------------------- straight-time pay for hours worked, shift and
nuclear premiums at the straight-time rate,
straight-time pay for temporary upgrades,
vacation pay (including vacation pay upon
30
<PAGE>
retirement), inclement weather pay, sick
leave pay, holiday pay, differential pay for
military training, pay for other time off
with permission carrying full pay, temporary
compensation under any state Worker's
Compensation Law, payments under the Long
Term Disability Plan, or supplemental
benefits for industrial injury. Covered
Compensation shall also include the 1988
Ratification Bonus, and lump sum bonus
payments received by clerical Employees in
1988 and 1989, in accordance with the
Clerical Agreement. Covered Compensation
shall not include pay or shift and nuclear
premiums for more than 40 hours per week,
overtime bonuses, vacation or holiday pay
requests, other special fees or allowances,
per diem allowances, payments, other than
temporary compensation, made under any
Workers' Compensation Law, voluntary wage
benefit or state disability plans, or any
other benefit plan. For Plan Years beginning
after 1988 and before 1994, the maximum
Covered Compensation of each Employee that
may be taken into account each Plan Year
shall not exceed $200,000 (as adjusted by the
Secretary of the Treasury under Section
401(a)(17) of the Code. For Plan Years
beginning after 1993, the maximum Covered
Compensation of each Employee that may be
taken into account each Plan Year
31
<PAGE>
shall not exceed $150,000 (as adjusted by the
Secretary of the Treasury under Section
401(a)(17) of the Code). In determining the
Covered Compensation of a Highly Compensated
Employee for purposes of this limitation, the
rules of Section 414(q)(6) of the Code shall
apply, except that the term "family" shall
include only the spouse of the Employee and
any lineal descendants of the Employee who
have not attained age 19 before the close of
the Year. If the aggregate Covered
Compensation of family members exceeds the
applicable compensation limit as limited by
Section 401(a)(17) of the Code, then the
amount of Covered Compensation considered
under the Plan for each family member is
proportionately reduced so that the total
equals the applicable compensation limitation
under Section 401(a)(17) of the Code.
DEF: The Diversified Equity Fund.
---
Diversified Equity Fund: A fund invested in a diversified portfolio of
----------------------- securities. (See Section 9)
Eligible Employee: One entitled to become a contributing
----------------- participant, provided, however, that a
"leased employee," as defined in Section
414(n)(2) of the CODE shall not be entitled
to become an Eligible Employee
Employee: An Employee of an Employer who is in a
-------- bargaining unit
32
<PAGE>
represented by Local Union 1245,
International Brotherhood of Electrical
Workers, Engineers and Scientists of
California, or International Union of
Security Officers.
Employee Benefit The Employee Benefit Administrative Committee
Administrative Committee: referred to in Section 23.
-------------------------
Employee Benefit The Employee Benefit Finance Committee
Finance Committee: referred to in Section 22.
------------------
Employer: Pacific Gas and Electric Company, Pacific
-------- Service Employees Association, and any other
company, association, or credit union
designated by the Board of Directors as
eligible to participate in this Plan as an
Employer.
Employer Contributions: Any contributions to the Plan by Company.
----------------------
Fund: The Common Stock Fund, the U.S. Bond Fund,
---- the Diversified Equity Fund, the Guaranteed
Income Fund, the Bond Index Fund, the Stock
and Bond Fund, and the Utility Stock Fund, or
any of them.
GIF: The Guaranteed Income Fund.
---
Guaranteed Income Fund: A fund invested in fixed rate, fixed term
---------------------- contracts. (See Section 11)
Highly Compensated: Whether an Eligible Employee is Highly
------------------ Compensated shall be determined using the
simplified method under Code Section
414(q)(12) as described in applicable
Treasury regulations or
33
<PAGE>
other guidance issued by the Internal Revenue
Service.
Investment Fund: The Common Stock Fund, the U.S. Bond Fund,
--------------- the Diversified Equity Fund, the Guaranteed
Income Fund, the Bond Index Fund, the Stock
and Bond Fund, and the Utility Stock Fund, or
any of them.
Investment Manager: 1. Diversified Equity Fund.
------------------ J. P. Morgan, 522 Fifth Avenue, New
York, NY 10036, or such other firm or
individual as may be selected from time
to time by the Employee Benefit Finance
Committee.
2. Guaranteed Income Fund.
PRIMCO Capital Management, Inc., 101
South Fifth Street, Louisville, Kentucky
40202, or such other firm or individual
as may be selected from time to time by
the Employee Benefit Finance Committee.
3. Bond Index Fund.
The Vanguard Group, Vanguard Financial
Center, Valley Forge, Pennsylvania
19482, or such other firm or individual
as may be selected from time to time by
the Employee Benefit Finance Committee.
34
<PAGE>
4. Stock and Bond Fund.
Columbia Trust Company, 1301 S.W. Fifth
Avenue, P.O. Box 1350, Portland, Oregon
97207, or such other firm or individual
as may be selected from time to time by
the Employee Benefit Finance Committee.
5. Utility Stock Fund.
Wells Fargo Nikko Investment Advisors,
45 Fremont Street, San Francisco,
California 94105, or such other firm or
individual as may be selected from time
to time by the Employee Benefit Finance
Committee.
Long Term Disability Plan: Part B of the Group Life Insurance and Long
- ------------------------- Term Disability Plan of Pacific Gas and
Electric Company as amended January 1, 1991.
Non-(S) 401(k) Contributions: Employee contributions to the Plan as
- ----------------------------- described in Subsection 3(b) and all Employee
Contributions made prior to October 1, 1984.
Non- (S) 401(k) Contributions are made with
after-tax dollars.
Notice: Any method of communication, whether
- ------- electronic, telephonic, written or other,
provided that the Plan Administrator has
communicated in writing to participants any
such method and its format as appropriate and
acceptable.
Plan: This Company's Savings Fund Plan for Union-
- ----- Represented Employees, as amended, revised
and set forth herein.
35
<PAGE>
Retirement Plan: The Company's Retirement Plan as revised from
- --------------- time to time.
SBF: The Stock and Bond Fund.
- ---- 245 Market Street, 3d Floor
Savings Fund Plan Office: Mail Code N3X
- ------------------------- P.O. Box 770000
San Francisco, CA 94177
(S) 401(k) Contributions: Amounts deferred from a Participant's Covered
- ------------------------- Compensation as described in Subsection 3(a).
(S) 401(k) Contributions are made with pre-
tax dollars.
Service: The period of time commencing with the first
- ------- day of employment or reemployment for an
Employer and ending on participant's
Severance from Service Date. If an Employee
with less than one year of Service is rehired
after a period of severance which extends for
12 months or more, the Employee shall be
treated as a new Employee for all purposes,
and the Service and compensation before the
Severance from Service Date shall not be
recognized for any purpose of the Plan.
Participants who have a period of severance
after they have completed at least one year
of Service and who are later rehired,
immediately become Eligible Employees
entitled to contribute in accordance with
their total years of Service. For an Employee
who has less than five years of Service,
Service is not ended by layoff unless the
layoff extends for a continuous period of
more than 12 months. For Employees with five
or more years of Service, Service is not
ended by layoff unless the layoff extends for
a continuous period of more than 24 months.
36
<PAGE>
Service shall also include all years of
Service with:
(a) Any corporation which is a member of
the same controlled group of
corporations as the Company or of any
other Employer (within the meaning of
Section 414(b) of the Code);
(b) Any trade or business under the common
control of the Company or of any other
Employer (within the meaning of Section
414(c) of the Code);
(c) Any service organization which is a
member of the same affiliated service
group as the Company or of any other
Employer (within the meaning of Section
414(m) of the Code).
Severance From Service Date: A. The date on which an Employee quits,
- --------------------------- retires, is discharged or dies; or
B. The first anniversary of the first date
of a period in which a participant
remains absent from work for an
Employer for any reason other than
resignation, retirement, discharge, or
death.
C. For the purpose of determining the
Severance from Service Date, the
following periods shall not be
considered as absences from work for an
Employer:
37
<PAGE>
(1) Absence on a leave of absence
authorized by an Employer.
(2) Absence because of illness or
injury as long as the participant
is entitled to receive sick leave
pay or is entitled to receive
benefits under the provisions of
the Voluntary Wage Benefit Plan, a
state disability plan, the Long
Term Disability Plan, or a
Workers' Compensation Law.
(3) Absence for military service or
service in the Merchant Marines so
long as reemployment rights are
protected by law.
(4) Absence caused by layoff for lack
of work of less than 12 continuous
months for a Participant who has
less than five years of service,
or 24 continuous months for a
Participant who has five or more
years of service.
Stock and Bond Fund: A fund invested in U.S. equities and U.S.
- ------------------- fixed-income investments. (See Section 13)
Trust: The Trust into which all contributions are
- ----- deposited and from which all distributions
are made.
38
<PAGE>
Trustee: State Street Bank and Trust Company, 225
- -------- Franklin Street, Boston, Massachusetts 02101,
or such other bank or trust company selected
by the Employee Benefit Finance Committee
which agrees to act as Trustee or successor
Trustee of the Trust pursuant to the Trust
Agreement.
Trust Agreement: The agreement between the Company
- --------------- and the Trustee.
Unit: A measurement of participant's interest in
- ---- the Investment Funds. For purposes of the
Bond Fund, a unit shall be a United States
Bond.
USF: The Utility Stock Fund.
- ---
Utility Stock Fund: An index fund invested in common stocks of
- ------------------ companies engaged in the generation,
transmission or distribution of electric
energy (See Section 10).
Year: The calendar year beginning January 1 and
- ---- ending December 31.
39
<PAGE>
SPECIAL PROVISION A
TOP HEAVY PROVISIONS
--------------------
(a) General Rule
------------
For any PLAN YEAR for which this PLAN is a "top-heavy plan" as defined in
subsection (g) below, any other provisions of this PLAN to the contrary
notwithstanding, this PLAN shall be subject to the following provisions:
(1) The minimum contribution provisions of subsection (b).
(2) The limitation on contribution set by subsection (d).
(b) Minimum Contribution Provisions
-------------------------------
Each participant who (i) is a non-key EMPLOYEE (as defined in subsection
(i) below) and (ii) is employed on the last day of the PLAN YEAR, even if
such individual is excluded from the PLAN for failing to make mandatory
contributions to the PLAN, shall be entitled to have contributions
allocated to his account of not less than three percent (the "minimum
contribution percentage") of the participant's compensation (within the
meaning of Section 415 of the CODE). In determining the minimum
contribution percentage to be allocated to an EMPLOYEE'S account, a key
EMPLOYEE'S (S) 401(k) CONTRIBUTIONS shall be considered as an EMPLOYER
CONTRIBUTION. However, (S) 401(k) CONTRIBUTIONS on behalf of EMPLOYEES
other than key EMPLOYEES will not be considered as EMPLOYER CONTRIBUTIONS.
The minimum contribution percentage set forth above shall be reduced for
any PLAN YEAR in which the percentage at which contributions are made (or
required to be made) under the PLAN for the PLAN YEAR for the key EMPLOYEE
for whom such percentage is the highest for such PLAN YEAR is less than
three percent. For this purpose, the percentage with respect to a key
EMPLOYEE (as defined in subsection (g) below) shall be determined by
dividing the contributions (including forfeitures and (S) 401(k)
CONTRIBUTIONS) made for such key EMPLOYEES by so much of his total
compensation for the PLAN YEAR.
Contributions taken into account under the immediately preceding sentence
shall include contributions under this PLAN and under all other defined
contribution plans required to be included in an aggregation group (as
defined in subsection (f)(2) below) but shall not include any plan required
to be included in such aggregation group if such plan enables a defined
contribution plan required to be included in such group to meet the
requirements of the CODE prohibiting discrimination as to contributions or
benefits in favor of EMPLOYEES who are officers, shareholders or the
40
<PAGE>
highly-compensated or prescribing the minimum participation standards.
Contributions taken into account under this subsection (b) shall not
include any contributions under the Social Security Act or any other
Federal or State law.
(c) Limitations on Contributions
----------------------------
In the event that the EMPLOYER also maintains a defined benefit PLAN
providing benefits on behalf of participants in this PLAN, one of the two
following provisions shall apply:
(1) If for the PLAN YEAR this PLAN would not be a "top-heavy PLAN" as
defined in subsection (a)(2) above if "90 percent" were substituted
for "60 percent," then subsection (b) shall apply for such PLAN YEAR
as if amended so that "four percent" were substituted for "three
percent".
(2) If for the PLAN YEAR this PLAN would continue to be a "top-heavy PLAN"
as defined in subsection (f) below if "90 percent" were substituted
for "60 percent," then the denominator of both the defined
contribution PLAN fraction and the defined benefit PLAN fraction shall
be calculated as set forth in Section 415 (e) of the CODE for the
limitation year ending in such PLAN YEAR by substituting "1.0" for
"1.25" in each place such figure appears, except with respect to any
individual for whom there are no EMPLOYER CONTRIBUTIONS allocated or
any accruals for such individual under the defined benefit PLAN.
Furthermore, the transitional rule set forth in Section 415 (e) of the
CODE shall be applied by substituting "$41,500" for "$51,875".
(d) Coordination with Other Plans
-----------------------------
In the event that another defined contribution or defined benefit plan
maintained by the EMPLOYER provides contributions or benefits on behalf of
participants in this PLAN, such other plan shall be treated as a part of
this PLAN pursuant to applicable principles (such as Rev. Rul. 81-202 or
any successor ruling or regulations) in determining whether this PLAN
satisfies the requirements of subsection (b), (c) and (d). Such
determination shall be made upon the advice of counsel by the EMPLOYEE
BENEFIT ADMINISTRATIVE COMMITTEE.
(e) Top-Heavy Plan Definition
-------------------------
This PLAN shall be a "top-heavy plan" for any PLAN YEAR if, as of the
determination date (as defined in subsection (f)(1) below), the aggregate
of the accounts under the PLAN
41
<PAGE>
and any required aggregation group or permissive aggregation group of plans
for participants (including former participants) who are key EMPLOYEES (as
defined in subsection (g) below but not including accounts of individuals
excluded under section 416(g)(4)(E) of the CODE) exceeds 60 percent of the
present value of the aggregate of the accounts for all participants,
excluding former key EMPLOYEES, or if this PLAN is required to be in an
aggregate group (as defined in subsection (f)(3) below) which for such PLAN
YEAR is a top-heavy group (as defined in subsection (f)(4) below).
(1) "Determination date" means for any PLAN YEAR the last day of the
immediately preceding PLAN YEAR.
(2) "Valuation date" means the last day of each PLAN YEAR.
(3) "Aggregation group" means the group of plans, if any, that includes
both the group of plans that are required to be aggregated and the
group of plans that are permitted to be aggregated.
(A) The group of plans that are required to be aggregated (the
"required aggregation group") includes
(i) Each plan of the EMPLOYER (as defined in subsection (i)
below) in which a key EMPLOYEE is a participant, including
collectively-bargained plans, and
(ii) Each other plan, including collectively-bargained plans of
the EMPLOYER (as defined in subsection (i) below) which
enables a plan in which a key EMPLOYEE is a participant to
meet the requirements of the CODE prohibiting discrimination
as to contributions or benefits in favor of EMPLOYEES who
are officers, shareholders or the highly-compensated or
prescribing the minimum participation standards.
(B) The group of plans that are permitted to be aggregated (the
"permissive aggregation group") includes the required aggregation
group plus one or more plans of the EMPLOYER (as defined in
subsection (i) below) that is not part of the required
aggregation group and that the EMPLOYEE BENEFIT ADMINISTRATIVE
COMMITTEE certifies as constituting a plan within the permissive
aggregation group. Such plan or plans may be added to the
permissive aggregation group only if, after the addition, the
aggregation group as a
42
<PAGE>
whole continues not to discriminate as to contributions or
benefits in favor of officers, shareholders or the highly-
compensated and to meet the minimum participation standards under
the CODE.
(4) "Top-heavy group" means the aggregation group, if as of the applicable
determination date, the sum of the present value of the cumulative
accrued benefits for key EMPLOYEES under all defined benefit plans
included in the aggregation group plus the aggregate of the accounts
of key EMPLOYEES under all defined contribution plans included in the
aggregation group exceeds 60% of the sum of the present value of the
cumulative accrued benefits for all EMPLOYEES, excluding former key
EMPLOYEES, under all such defined benefit plans plus the aggregate
accounts for all EMPLOYEES, excluding former key EMPLOYEES, under such
defined contribution plans. If the aggregation group that is a top-
heavy group is a required aggregation group, each plan in the group
will be top heavy. If the aggregation group that is a top-heavy group
is a permissive aggregation group, only those plans that are part of
the required aggregation group will be treated as top-heavy. If the
aggregation group is not a top-heavy group, no plan within such group
will be top-heavy.
(5) In determining whether this PLAN constitutes a "top-heavy plan," the
EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE (or its agent) shall make
the following adjustments in connection therewith:
(A) When more than one plan is aggregated, the EMPLOYEE BENEFIT
ADMINISTRATIVE COMMITTEE shall determine separately for each plan
as of each plan's determination date the present value of the
accrued benefits or account balance. The results shall then be
aggregated separately by adding the results of each plan as of
the determination dates for such plans that fall with the same
calendar year.
(B) In determining the present value of the cumulative accrued
benefit or the amount of the account of any EMPLOYEE, such
present value or account shall include the amount in dollar value
of the aggregate distributions made to such EMPLOYEE under the
applicable plan during the five-year period ending on the
determination date, unless reflected in the value of the accrued
benefit or account balance as of the most recent valuation date.
Such amounts shall include distributions to
43
<PAGE>
EMPLOYEES which represented the entire amount credited to their
accounts under the applicable plan.
(C) Further, in making such determination, in any case where an
individual is a "non-key EMPLOYEE" as defined in subsection (h)
below, with respect to an applicable plan, but was a key EMPLOYEE
with respect to such plan for any prior PLAN YEAR, any accrued
benefit and any account of such EMPLOYEE shall be altogether
disregarded. For this purpose, to the extent that a key EMPLOYEE
is deemed to be a key EMPLOYEE if he or she met the definition of
key EMPLOYEE within any of the four preceding PLAN YEARS, this
provision shall apply following the end of such period of time.
(f) Key EMPLOYEE
------------
The term "key EMPLOYEE" means any EMPLOYEE or former EMPLOYEE under this
PLAN who, at any time during the PLAN YEAR containing the determination
date or during any of the four preceding PLAN YEARS, is or was one of the
following:
(1) An officer of the EMPLOYER having an annual compensation greater than
50 percent of the amount in effect under Section 415(b)(1)(A) of the
CODE for such PLAN YEAR. Whether an individual is an officer shall be
determined by the EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE on the
basis of all the facts and circumstances, such as an individual's
authority, duties and term of office, not on the mere fact that the
individual has the title of officer. For any such PLAN YEAR, these
shall be treated as officers no more than the lesser of:
(A) 50 EMPLOYEES, or
(B) the greater of three EMPLOYEES or 10 percent of the EMPLOYEES.
For this purpose, if there are more than 50 officers, the 50 highest-
paid officers shall be the key EMPLOYEES.
(2) One of the ten EMPLOYEES owning (or considered as owning, within the
meaning of the constructive ownership rules of the CODE) the largest
interests in the EMPLOYER (as defined in subsection (i)). An EMPLOYEE
who has some ownership interest is considered to be one of the top ten
owners unless at least ten other EMPLOYEES own a greater interest than
that EMPLOYEE. However, an EMPLOYEE will not be considered
44
<PAGE>
a top ten owner for a PLAN YEAR if the EMPLOYEE earns an amount equal
to or less than the maximum dollar limitation on contributions and
other annual additions to a participant's account in a defined
contribution PLAN under the CODE as in effect for the calendar year in
which the determination date falls.
(3) Any person who owns (or is considered as owning within the meaning of
the constructive ownership rules of the CODE) more than five percent
of the outstanding stock of the EMPLOYER or stock possessing more than
five percent of the combined total voting power of all stock of the
EMPLOYER.
(4) A one percent owner of the EMPLOYER having an annual compensation from
the EMPLOYER of more than $150,000, and who owns more than one percent
of the outstanding stock of the EMPLOYER or stock possessing more than
one percent of the combined total voting power of all stock of the
EMPLOYER. For purposes of this subsection, compensation means all
items includable as compensation for purposes of applying the
limitations on contributions and other annual additions to a
participant's account in a defined contribution plan and the maximum
benefit payable under a defined benefit plan under the CODE.
For purposes of parts (1), (2), (3) and (4) of this definition, a
BENEFICIARY of a key EMPLOYEE shall be treated as a key EMPLOYEE. For
purposes of parts (3) and (4), each EMPLOYER is treated separately
(without regard to the definition in subsection (i)) in determining
ownership percentages; but, in determining the amount of compensation,
the definition of EMPLOYER in subsection (i) is taken into account.
(g) Non-key EMPLOYEE
----------------
The term "non-key EMPLOYEE" means any EMPLOYEE (and any beneficiary or an
EMPLOYEE) who is not a key EMPLOYEE.
(h) Employer
--------
The term "employer" as defined in Section 30 of this PLAN.
45
<PAGE>
-------------------------
I, Leslie H. Everett, do hereby certify that I am the Vice President
and Corporate Secretary of the PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized and existing under the laws of the State of California, and that the
above and foregoing is a full, true and correct copy of the Pacific Gas and
Electric Company SAVINGS FUND PLAN FOR UNION-REPRESENTED EMPLOYEES as the same
exists at the date of this certification.
WITNESS my hand and the seal of the said corporation hereunto affixed
this ____ day of ____________________, ____.
LESLIE H. EVERETT
-------------------------------
Leslie H. Everett
Vice President and
Corporate Secretary of
PACIFIC GAS AND ELECTRIC COMPANY
46
<PAGE>
EXHIBIT 5.2
December 30, 1996
PG&E Corporation
77 Beale Street
San Francisco, CA 94177
Re: PG&E Corporation --Post-Effective Amendment No. 2
to Registration Statement on Form S-8 (Reg. No.
33-50601)
Ladies and Gentlemen:
At your request, I, General Counsel for PG&E Corporation, a California
corporation ("the Company"), am rendering this opinion in connection with the
proposed issuance pursuant to the Savings Fund Plan for Employees of Pacific Gas
and Electric Company ("PG&E") (the "Plan"), of shares of common stock (the
"Common Stock"), of the Company. Prior to the issuance of the shares of Common
Stock, it is contemplated that a merger will be consummated (the "Merger") which
will cause the Company to become the holding company of PG&E and the Plan will
be amended to provide for the issuance of Common Stock rather than common stock
of PG&E.
I, or other members of PG&E's Law Department acting under my direction
and under my supervision, have examined instruments, documents, and records
which I deemed relevant and necessary for the basis of my opinion herein after
expressed. In such examination, I have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to me as copies; and
(c) the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates I
have reviewed.
Based on such examination, I am of the opinion that when the Plan is
amended by PG&E in connection with Merger, the shares of Common Stock to
be issued by the Company pursuant to the Plan, which will be equal to the number
of shares of PG&E common stock remaining and available for issuance under the
Plan immediately prior to the Merger, will be validly authorized shares of
Common Stock and, when issued in accordance with the provisions of the Plan,
will be legally issued, fully paid and nonassessable.
<PAGE>
I express no opinion as to matters of law in jurisdictions other than
the State of California and federal law of the United States.
I hereby consent to the filing of this opinion as to an exhibit to
this Registration Statement and to the use of my name wherever it appears in
said Registration Statement. In giving such consent, I do not consider that I
am an "expert" within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
BRUCE R. WORTHINGTON
--------------------
BRUCE R. WORTHINGTON
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 12, 1996
included or incorporated by reference in Pacific Gas and Electric Company's Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
San Francisco, California
December 30, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned Directors of PG&E Corporation hereby
constitutes and appoints BRUCE R. WORTHINGTON, LESLIE H. EVERETT, LINDA Y.H.
CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM,
or GRACE U. SHIN his or her attorneys with full power of substitution to sign
and file with the Securities and Exchange Commission in his or her capacity as
Director of said corporation any and all amendments or supplements to the
registration statement on Form S-8 relating to the Savings Fund Plan (Reg. No.
33-50601) to provide for the issuance of common stock of PG&E Corporation rather
than common stock of Pacific Gas and Electric Company, and hereby ratifies all
that said attorneys or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have signed these presents this 19th day of
December, 1996.
STANLEY T. SKINNER DAVID A. COULTER
ROBERT D. GLYNN, JR. C. LEE COX
RICHARD A. CLARKE ALAN SEELENFREUND
H.M. CONGER SAMUEL T. REEVES
MARY S. METZ BARRY LAWSON WILLIAMS
WILLIAM S. DAVILA CARL E. REICHARDT
DAVID M. LAWRENCE RICHARD B. MADDEN
REBECCA Q. MORGAN
<PAGE>
POWER OF ATTORNEY
STANLEY T. SKINNER, the undersigned, Chairman of the Board, Chief
Executive Officer, and Director of PG&E Corporation, hereby constitutes and
appoints, BRUCE R. WORTHINGTON, LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM, or GRACE U.
SHIN his attorneys with full power of substitution to sign and file with the
Securities and Exchange Commission in his capacity as Chairman of the Board,
Chief Executive Officer, and Director of said corporation any and all amendments
or supplements to the registration statement on Form S-8 relating to the Savings
Fund Plan (Reg. No. 33-50601) to provide for the issuance of common stock of
PG&E Corporation rather than common stock of Pacific Gas and Electric Company,
and hereby ratifies all that said attorneys or any of them may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
December, 1996.
STANLEY T. SKINNER
------------------
STANLEY T. SKINNER
2
<PAGE>
POWER OF ATTORNEY
GORDON R. SMITH, the undersigned, Chief Financial Officer of PG&E
Corporation, hereby constitutes and appoints, BRUCE R. WORTHINGTON, LESLIE H.
EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS,
CRAIG M. BUCHSBAUM, or GRACE U. SHIN his attorneys with full power of
substitution to sign and file with the Securities and Exchange Commission in his
capacity as Chief Financial Officer of said corporation any and all amendments
or supplements to the registration statement on Form S-8 relating to the Savings
Fund Plan (Reg. No. 33-50601) to provide for the issuance of common stock of
PG&E Corporation rather than common stock of Pacific Gas and Electric Company,
and hereby ratifies all that said attorneys or any of them may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
December, 1996.
GORDON R. SMITH
---------------
GORDON R. SMITH
3
<PAGE>
POWER OF ATTORNEY
CHRISTOPHER P. JOHNS, the undersigned, Controller of PG&E Corporation,
hereby constitutes and appoints, BRUCE R. WORTHINGTON, LESLIE H. EVERETT, LINDA
Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M.
BUCHSBAUM, or GRACE U. SHIN his attorneys with full power of substitution to
sign and file with the Securities and Exchange Commission in his capacity as
Controller of said corporation any and all amendments or supplements to the
registration statement on Form S-8 relating to the Savings Fund Plan (Reg. No.
33-50601) to provide for the issuance of common stock of PG&E Corporation rather
than common stock of Pacific Gas and Electric Company, and hereby ratifies all
that said attorneys or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
December, 1996.
CHRISTOPHER P. JOHNS
--------------------
CHRISTOPHER P. JOHNS
4
<PAGE>
EXHIBIT 24.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
PG&E CORPORATION
December 18, 1996
BE IT RESOLVED that it is desirable and in the best interests of this
corporation to file with the Securities and Exchange Commission post-effective
amendments to (a) Pacific Gas and Electric Company's ("PG&E") registration
statement on Form S-3 relating to the common stock of PG&E (Reg. No. 33-3281)
("Common Stock Registration Statement"), and (b) PG&E's registration statements
on Form S-8 relating to the Savings Fund Plan (Reg. No. 33-50601) ("Savings Fund
Plan Registration Statement"), the Stock Option Plan (Reg. No. 33-23692) ("Stock
Option Plan Registration Statement"), and the Long-Term Incentive Program (Reg.
No. 333-16253) ("Long-Term Incentive Program Registration Statement") to
provide for the issuance of common stock of this corporation rather than common
stock of PG&E; and
BE IT FURTHER RESOLVED that there is hereby reserved for issuance such
number of shares of common stock of this corporation equal to the number of
shares of PG&E common stock remaining and available for issuance under the
Common Stock Registration Statement, the Savings Fund Plan Registration
Statement, the Stock Option Plan Registration Statement, and the Long-Term
Incentive Program Registration Statement immediately prior to the merger of PG&E
Merger Company into PG&E to effectuate the holding company formation; and
BE IT FURTHER RESOLVED that the officers and counsel of this
corporation are authorized to prepare, execute, and file all necessary other
documents, and to take all action which, as a result of the filing of the post-
effective amendments herein authorized, may be required to comply with the
securities or blue sky laws of the various states and jurisdictions of the
United States; and that this Board of Directors hereby adopts the form of any
resolutions required by any such authority to be filed in connection with any
applications, consents to service, issuers" covenants, or other documents if (1)
in the opinion of the officer or counsel of this corporation executing the same,
adoption of such resolutions is necessary or appropriate, and (2) the Corporate
Secretary or an Assistant Corporate Secretary of this corporation evidences such
adoption by inserting in the minutes of this meeting copies of such resolutions,
which will thereupon be deemed to be adopted by this Board of Directors with the
same force and effect as if presented at this meeting; and
<PAGE>
BE IT FURTHER RESOLVED that the officers and counsel of this
corporation are hereby authorized, jointly and severally, to take such action
and execute such agreements and documents on behalf of this corporation as may
in their judgment be necessary, convenient, or appropriate to carry out these
resolutions, including, without limitation, the preparation, execution, and
filing of the post-effective amendments to the registration statements under the
Securities Act of 1933 with the Securities and Exchange Commission, and any
necessary amendments or supplements thereto; and
BE IT FURTHER RESOLVED that BRUCE R. WORTHINGTON, LESLIE H. EVERETT,
LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M.
BUCHSBAUM, or GRACE U. SHIN are hereby authorized to sign on behalf of this
corporation said post-effective amendments to the registration statements and
all amendments or supplements thereto to be filed with the Securities and
Exchange Commission, and to do any and all acts necessary to satisfy the
requirements of the Securities Act of 1933, and the regulations of the
Securities and Exchange Commission adopted pursuant thereto with regard to the
filing of said post-effective amendments to the registration statements and all
amendments and supplements thereto; and
BE IT FURTHER RESOLVED that the Chairman of the Board, the President,
the Chief Financial Officer, the Treasurer, the Corporate Secretary, the
Assistant Treasurer, or any Assistant Corporate Secretary (the "Delegated
Officers") are hereby authorized on behalf of this corporation to sign
applications to be made to the New York Stock Exchange, the Pacific Stock
Exchange, and any other stock exchange as may be deemed appropriate by any of
the Delegated Officers for listing thereon of the shares of common stock of this
corporation and the Delegated Officers are further authorized to make such
changes therein, or in any documents or agreements relative thereto, as may be
necessary to conform with requirements for listing, and to appear, if necessary,
before the officials of said Exchanges; and
BE IT FURTHER RESOLVED that the current form of permanent certificates
for this corporation's common stock is hereby adopted and approved; and
BE IT FURTHER RESOLVED that the certificates representing said shares
of common stock may be authenticated by facsimile signature of the Chairman of
the Board and of the Corporate Secretary of this corporation; and
BE IT FURTHER RESOLVED that the supply of stock certificates of PG&E
that are marked "Name Changed to PG&E Corporation, a holding company, without
par value" and that are authenticated by facsimile signature of Richard A.
Clarke, the previous Chairman of the Board of PG&E, and Leslie H. Everett,
2
<PAGE>
the Secretary of PG&E, and countersigned with the facsimile signature of Leslie
Guliasi, the previous Transfer Agent of PG&E, may be used for this corporation"s
common stock until such supply is exhausted; and
BE IT FURTHER RESOLVED that DAVID M. KELLY, Transfer Agent, is hereby
authorized and requested to countersign, by facsimile signature, and deliver in
accordance with directions of the Corporate Secretary of this corporation
fullpaid certificates representing whole shares only for all or any part of said
shares of the common stock of this corporation when such certificates are duly
executed and authenticated in the manner provided for in this resolution and
also to countersign, by facsimile signature, and deliver additional fullpaid
certificates representing all or any part of such stock, upon receiving and
canceling therefor fullpaid certificates representing a like number of shares of
the same class of stock duly assigned and transferred by the registered owner or
owners thereof, or their successors or assigns; and
BE IT FURTHER RESOLVED that the WELLS FARGO BANK, N.A., Registrar of
Transfers, is hereby authorized and requested to register and countersign, by
manual signature, fullpaid certificates, representing whole shares only, for all
or any part of said shares of the common stock of this corporation, when such
certificates, executed and authenticated in the manner provided for in this
resolution and countersigned by the facsimile signature of its Transfer Agent,
are presented for registration; and also to register and countersign additional
new fullpaid certificates representing all or any part of such stock when
executed, authenticated, and countersigned as above described and accompanied by
canceled old certificates representing a like number of shares, in lieu of which
such new certificates are to be issued; and
BE IT FURTHER RESOLVED that the officers, counsel, employees, and
agents of this corporation, including said DAVID M. KELLY as Transfer Agent, and
WELLS FARGO BANK, N.A., as Registrar of Transfers, are hereby authorized and
directed to do any and all things necessary in order to issue and deliver said
shares and the certificates representing said shares.
3
