EXHIBIT 24.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
PG&E CORPORATION
September 19, 2000
WHEREAS, this corporation's subsidiary, Pacific Gas and
Electric Company, has adopted a tax-qualified savings plan, the
Pacific Gas and Electric Company Savings Fund Plan for Union-
Represented Employees (the "Plan"), for the benefit of certain
employees of this corporation and its subsidiaries;
WHEREAS, the Plan offers participants the opportunity to
invest in common stock of this corporation on a continuing basis
through the PG&E Corporation common stock fund;
WHEREAS, the Plan provides that the Employee Benefit
Committee shall direct the trustee to purchase common stock either (i)
at a public sale on a recognized stock exchange, (ii) directly from
the corporation, or (iii) from a private source;
WHEREAS, a registration statement covering the offer and
sale of 20 million shares of this corporation's common stock was
previously filed with the Securities and Exchange Commission in
October 1993;
WHEREAS, as of August 2000, only 3.5 million shares remain
for offer and sale to Plan participants under the registration
statement; and
WHEREAS, in order to effectuate the purposes of the Plan, it
is desirable that an additional 25 million shares of the common stock
of this corporation be offered for sale under the Plan;
NOW, THEREFORE, BE IT RESOLVED that up to 25 million shares
of common stock, no par value, of this corporation shall be reserved
for issuance and sale to the trustee at the price and upon the other
terms and conditions provided in the Plan; and
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 this resolution, including the preparation,
execution, and filing of a registration statement under the Securities
Act of 1933 with the Securities and Exchange Commission, and any
amendments or supplements thereto to effect the registration under
said Act of the offer and sale of said 25 million shares of common
stock of this corporation under the Plan together with an
indeterminate amount of participant interests in the Plan; and
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BE IT FURTHER RESOLVED that LESLIE H. EVERETT, LINDA Y.H.
CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD,
and KATHLEEN M. HAYES are hereby authorized, jointly and severally, to
sign on behalf of this corporation said registration statement and all
amendments and 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 registration statement and all amendments
or supplements thereto; and
BE IT FURTHER RESOLVED that the Chairman of the Board, the
Chief Executive Officer, 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 Exchange, and
any other stock exchange as may be deemed appropriate by any of the
Delegated Officers for listing thereon of said 25 million additional
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 certificates representing
said 25 million shares of common stock may be authenticated by
facsimile signature of the Chairman of the Board and of the Secretary
of this corporation; and
BE IT FURTHER RESOLVED that ChaseMellon Shareholder
Services, L.L.C. ("ChaseMellon"), 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 fully paid certificates representing whole shares only for
all or any part of said 25 million 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 fully paid certificates
representing all or any part of such stock, upon receiving and
canceling therefor fully paid certificates representing a like number
of shares of the same class of stock duly assigned and transferred by
the registered owner or owners thereof, their successors, or assigns;
and
BE IT FURTHER RESOLVED that ChaseMellon, Registrar of
Transfers, is hereby authorized and requested to register and
countersign, by manual signature, fully paid certificates,
representing whole shares only, for all or any part of said 25 million
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 fully paid certificates representing
all or any part of such stock when executed, authenticated, and
countersigned as above described and accompanied by canceled old
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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, and
employees of this corporation, including said ChaseMellon, as Transfer
Agent and 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.
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I, LINDA Y.H. CHENG, do hereby certify that I am an
Assistant Corporate Secretary of PG&E CORPORATION, a corporation
organized and existing under the laws of the State of California; that
the above and foregoing is a full, true, and correct copy of a
resolution which was duly adopted by the Board of Directors of said
corporation at a meeting of said Board which was duly and regularly
called and held at the office of said corporation on September 19,
2000; and that this resolution has never been amended, revoked, or
repealed, but is still in full force and effect.
WITNESS my hand and the seal of said corporation hereunto
affixed this 22nd day of September, 2000.
LINDA Y.H. CHENG
___________________________
Linda Y.H. Cheng
Assistant Corporate Secretary
PG&E CORPORATION
C O R P O R A T E
S E A L
